NOTE TO THE CUSTOMER
THIS AGREEMENT CONTAINS THE WARRANTY AND TERMS AND CONDITIONS THAT APPLY TO YOUR PURCHASE OF Enspire -BRANDED COMPUTER PRODUCTS (THE "PRODUCT") AND SERVICES FROM Enspire Digital PTY. LTD. ("Enspire Digital") OR ONE OF ITS AUTHORIZED RESELLERS ("RESELLER"). THE TERM PRODUCT CONSISTS OF Enspire Digital-BRANDED HARDWARE DESCRIBED IN YOUR PURCHASE RECEIPT OR INVOICE. THE TERM "PRODUCT" DOES NOT INCLUDE SOFTWARE, NON Enspire Digital-BRANDED EXTERNAL HARDWARE PERIPHERALS SUCH AS JOYSTICKS, PRINTERS, SCANNERS, ETC., NOR THEIR RELATED DOCUMENTATION (COLLECTIVELY "ACCESSORIES"). PLEASE BE CERTAIN TO READ THE INDIVIDUAL WARRANTIES AND STANDARD TERMS AND CONDITIONS FOR ACCESSORIES CONTAINED IN THE SHIPPING CARTONS. YOU AGREE THAT THIS AGREEMENT APPLIES TO THE PURCHASE OF YOUR PRODUCT.
1. DEFINITIONS . The following words shall have the meaning described below:
A. CORE MARKET CLIENTS are those Clients whose Product is shipped to Core Market Countries. As of 1 September 2000, Core Market Countries are Australia .
2. INSPECTION OF PRODUCT UPON RECEIPT . You must examine the Product and Accessories immediately upon delivery. If you find that any package is damaged or missing, you must immediately notify Enspire Digital. If you thereafter find the Product or Accessories, or any portion thereof, to be damaged or missing, you must notify Enspire Digital within thirty (30) days from the date of delivery of the Product. If you fail to give such notice, you will, subject to Section 4 below, be deemed to have waived any claim you may have had against Enspire Digital and/or the carrier in that respect.
3. LIMITED WARRANTY .
A. CORE MARKET CLIENTS. Enspire Digital warrants to you, subject to the provisions of this Section 3, that the Product (excluding Accessories) will be free from defects in material and/or workmanship from the date of delivery for the period indicated on your Enspire Digital purchase receipt or invoice or one (1) year, whichever is longer. For Accessories, please refer to the warranties that accompany those Accessories. This limited warranty only applies to Enspire Digital-branded Products. For optional warranty and service upgrades please refer to Section 8.
Enspire Digital does not warrant software or documentation; however, defective software media, such as CD-ROMS, DVDs, or diskettes, will be replaced if you notify Enspire Digital of such defects within ninety (90) days from the date of delivery. Warranties for software, if any, are provided by the licensor of the software and you must look to that licensor for any warranties.
During the warranty period, Enspire Digital will either, AT ITS OPTION and subject to Section 4 below: (1) correct any defects in material or workmanship, or any failure of the hardware to conform to specifications, at no charge for in-house labour and materials, or (2) refund the amounts you have paid for the Product and Accessories upon their return. Any replacement parts/products will be new or serviceably used, and are warranted for the remainder of the original warranty or thirty (30) days from the date of shipment of such parts/products, whichever is longer. YOU ARE RESPONSIBLE FOR AND MUST PRE-PAY SHIPPING, HANDLING AND INSURANCE COSTS RELATING TO OBTAINING WARRANTY SERVICES OR RETURNING PRODUCTS AND ACCESSORIES FOR A REFUND. You are responsible for any taxes, goods and services taxes, customs fees or duties that may be due relating to the shipment, even if Enspire Digital refuses to take delivery. Replacement parts or Products will be shipped after the non-functioning parts or Products have been returned to Enspire Digital, unless the parts or Products are secured with a credit card when you call for warranty service.
The warranty period applicable to your Product is not extended as a result of purchasing any additional parts/products from Enspire Digital or upgrading your Product. You should promptly notify Enspire Digital in writing if there is a defect in material or workmanship. Written notice in all events must be received by Enspire Digital before expiration of the warranty period.
THIS WARRANTY IS NOT TRANSFERABLE .
B. EXCLUSIONS . Enspire Digital'S LIMITED WARRANTY COVERS NORMAL USE. Enspire Digital DOES NOT WARRANT OR COVER:
- Damage caused by failure to provide a suitable installation or operating environment for the Product and/or Accessories;
- Damage during shipment, other than original shipment to the client if Enspire Digital's carrier is used;
- Damage caused by impact with other objects, dropping, falls, spilled liquids, or immersion in liquids;
- Damage caused by a power surge or a disaster such as fire, flood, wind, earthquake, or lightning;
- Damage caused by unauthorized attachments, alterations, modifications or foreign objects;
- Damage caused by Accessories;
- Damage caused by the use of the Product or Accessories for purposes other than those for which they are customarily used;
- Damage from improper installation or maintenance;
- Damage caused by any other abuse, misuse, mishandling or misapplication;
- Consumable products;
- Accessories or other products or services of companies other than Enspire Digital;
- Damage caused by programs, data, viruses or other files;
- Damage resulting from your failure to back-up your data or other files; or
- Year 2000 problems caused by non-Enspire Digital Products, software or Accessories.
Enspire Digital's modems work only in the country to which they are shipped. Enspire Digital OFFERS NO SUPPORT OR WARRANTY FOR MODEMS WHILE THEY ARE IN USE OUTSIDE THE COUNTRY TO WHICH THEY ARE SHIPPED.
Monitors operate normally only in the hemisphere for which they are manufactured, so your monitor may not operate normally and will not be covered under the Limited Warranty if you use it in the other hemisphere.
4. LIMITATION OF LIABILITY
• If your Product is shipped to Australia and you are acquiring the Product as a consumer (as defined in the Australian Trade Practices Act of 1974 (the "TPA")), you will be entitled to certain guarantees, rights and remedies under the TPA, and if:
• You are acquiring the Product for personal, domestic or household use, and not for the purposes of a business, nothing in this Agreement will have the effect of excluding or restricting any liability of Enspire Digital for breach of any condition or warranty implied by any provision of the TPA.
• You are acquiring the Product for the purposes of a business, any liability of Enspire Digital for breach of any condition or warranty implied by any provision of the TPA is expressly limited to:
B. Subject to Section 4A above and the TPA, as applicable:
• In no event will either party be liable to the other for special, exemplary, consequential, incidental or indirect damages, including, but not limited to, loss of anticipated profits or revenue, loss of data, economic loss, loss of use of the product or any associated equipment, cost of capital, cost of substitute or replacement equipment, facilities or services, down time, your time, the claims of third parties, and injury to property, regardless of the nature of the claim, including but not limited to, breach of warranty, breach of contract, tort (including negligence) or strict liability, even if the other party has been advised of the possibility of such loss or damage.
• The limited warranty stated above is the only warranty applicable to the Product and Accessories, and all other warranties, whether expressed or implied or statutory (including all implied warranties of merchantability or fitness for a particular purpose) are hereby disclaimed;
• No oral or other written information (including but not limited to the 10-Day Limited Money Back Guarantee), opinion or advice provided by Enspire Digital, its employees or agents will create a warranty or in any way increase the scope of the warranty above; and
• If any warranty or condition is implied into this Agreement which by law can be excluded, Enspire Digital's liability for breach of any such implied warranty or condition is excluded, or if by law it cannot be excluded, but may be limited, it is limited, at Enspire Digital's option, to the extent permitted by law.
5. TECHNICAL SUPPORT . Enspire Digital provides at its descretion a range of basic technical support options for the Product via a variety of on-line, telephone, and other methods. Additional phone charges may apply if you are calling from a mobile phone, a public phone or from outside Australia or New Zealand . Using one of these methods, Enspire Digital will help you reinstall the operating system and factory-installed software on your Product and restore it to the original factory configuration at no additional charge from the date of shipment for the period indicated on your Enspire Digital purchase receipt or invoice or one (1) year, whichever is longer. Enspire Digital will inform you before it provides you with technical support for which a fee will be charged. Enspire Digital may change the means through which it provides technical support at any time. Some current support methods are listed below. It is likely that many of your questions will be answered by the documentation shipped with, and information loaded on, the Product.
Enspire Digital DOES NOT PROVIDE FREE SOFTWARE TUTORING OR CUSTOMIZATION, OR SUPPORT FOR ANY OTHER ACCESSORIES, INCLUDING SOFTWARE, OR ANY PRODUCTS PURCHASED FROM THIRD PARTY VENDORS. Enspire Digital MAY PROVIDE FEE-BASED SUPPORT FOR THESE OR ANY OTHER ISSUES FALLING OUTSIDE THE SCOPE OF BASIC TECHNICAL SUPPORT. YOU WILL BE NOTIFIED OF ANY APPLICABLE FEE BEFORE Enspire Digital TECHNICAL SUPPORT BEGINS RESOLUTION OF YOUR ISSUE.
Please contact Enspire Digital for current prices and availability for fee-based technical and tutorial support.
A. PRODUCT MANUALS . A number of manuals and other publications accompanied your Product and Accessories. In addition, there are a number of help files loaded on your Product. We recommend that you carefully review these materials.
B. Enspire Digital INTERNET SITES . We also recommend that before calling technical support, you go to Enspire Digital's sites on the Internet. It is likely that you can find answers to most, or all, of your questions there.
Australia : http://www.Enspire Digital.com.au
You can find information regarding Frequently Asked Questions (FAQ's), technical documentation and updated driver files. Enspire Digital DOES NOT SUPPORT DRIVERS AND PATCHES OBTAINED FROM NON-Enspire Digital SITES.
C. ON-LINE SERVICE . You can also obtain answers to your technical support questions through the on-line service which you can access by going to our website at http://www.Enspire Digital.com.au, click on "Support" and then "Contact Information".
Alternatively you may also e-mail us directly at the following e-mail addresses: support@Enspire Digital.com.au
D. CONTACT NUMBERS . If you cannot find answers online, you can call technical support . Call volume can vary dramatically and affect your ability to reach Enspire Digital technical support and/or the time you may be required to wait to speak to a technician.
TECHNICAL SUPPORT:
Phone 1300 88 00 70
Sydney (02) 9557 8860
Facsimile (02) 9557 8890
Call these numbers if you have technical questions about your Product.
6. OBTAINING WARRANTY SERVICE . To obtain service under this limited warranty, you must contact Enspire Digital Technical Support. You may contact Enspire Digital Technical Support via a variety of on-line, telephone, and other methods to diagnose hardware issues. Enspire Digital will provide hardware diagnosis by one of these methods for no additional charge from the date of shipment for the period indicated on your Enspire Digital purchase receipt or invoice or one (1) year, whichever is longer. After that period has expired, Enspire Digital may charge you a fee to diagnose hardware issues. If Enspire Digital determines that your Product or one of its parts is defective, Enspire Digital may authorize the replacement of a part or the Product. If on-site service is available for your Product or issue as described in Section 7, the technician may utilize these means to resolve your issue. You may be asked to take your Product to a Enspire Digital authorized service center to obtain warranty service.
PLEASE NOTE, ON-SITE SERVICE AND PRODUCT/PART REPLACEMENT ARE AT Enspire Digital'S SOLE DISCRETION AND ARE CONSIDERED OPTIONS OF LAST RESORT .
Enspire Digital Technical Support personnel will work to resolve issues professionally and quickly; however, you must reasonably assist Enspire Digital in providing technical support services. Procedures for handling parts and replacements are outlined below.
PLEASE NOTE THAT Enspire Digital WILL BE RESPONSIBLE FOR SHIPPING COSTS RELATED TO REPLACEMENT PARTS AND PRODUCTS TO YOU, BUT YOU ARE RESPONSIBLE FOR SHIPPING COSTS OF PARTS OR PRODUCT TO Enspire Digital FOR SERVICE.
Procedures for handling on-site warranty service are outlined in Section 7. Warranty service may be denied or limited if your account is not in good standing, including outstanding debt for replacement parts not returned to Enspire Digital.
Whether you are obtaining replacement parts, having repairs performed, or returning the entire Product and Accessories for a replacement, the following procedures must be followed.
FAILURE TO FOLLOW THE PROCEDURES SET OUT IN THIS SECTION MAY RESULT IN DELAYS IN THE REPLACEMENT OF PARTS, REPAIR, OR REPLACEMENT OF YOUR PRODUCT, OR MAY RESULT IN ADDITIONAL CHARGES TO YOUR ACCOUNT. Enspire Digital RESERVES THE RIGHT TO REFUSE TO ACCEPT PRODUCTS WHERE THESE PROCEDURES ARE NOT FOLLOWED.
• Replacement part(s) or Products will be shipped after the non-functioning parts or Product have been returned to Enspire Digital, unless the parts or Product are secured (or for International Clients paid for) with a credit card at the time of the call. The technician who authorizes the return of the parts or Product may require you to pay the cost of shipping the replacement part(s) or Product to you and the cost of returning the defective part(s) or Product to Enspire Digital. You are financially responsible for the defective part(s) or Product. YOU MUST RETURN THE DEFECTIVE PART(S) OR PRODUCT UNLESS AUTHORIZED IN WRITING BY Enspire Digital TO RETAIN OR DISPOSE OF THE PART(S) OR PRODUCT. IF YOU FAIL TO RETURN THE DEFECTIVE PART(S) OR PRODUCT WITHIN FOURTEEN (14) DAYS FROM THE DATE THE REPLACEMENT PARTS OR PRODUCT ARE SHIPPED TO YOU, YOU WILL BE RESPONSIBLE FOR THE ORIGINAL SALES VALUE OF THE REPLACEMENT PART(S) OR PRODUCT.
• If your technician decides that Enspire Digital will repair part(s) or Product, he or she will provide you with instructions about how to return the part(s) or Product to Enspire Digital for repair. Include a brief summary of the problem, your invoice number, warranty serial number. List the name and telephone number of the person Enspire Digital is to contact with any questions regarding the system and/or repair. Enspire Digital will repair your Product as quickly as is reasonably possible.
• Back up all files before returning the Product and/or Accessories for repair or replacement. Enspire Digital recommends that you have an external back-up system at all times to reconstruct lost or altered files, data, or programs.
Enspire Digital IS NOT RESPONSIBLE FOR ANY LOSS OF YOUR DATA.
• You acknowledge and agree that the diagnostic or repair services of Enspire Digital are provided without any obligation of confidentiality or non-disclosure on the part of Enspire Digital, its employees or agents. You are advised to delete or otherwise remove from the Product, prior to delivering the Product to Enspire Digital, any files or data you consider private, confidential or proprietary. You understand and agree that a failure to delete or otherwise remove such files or data shall constitute your waiver of any privacy, confidentiality or proprietary rights with respect to such files or data. If your Product contains software that enables Enspire Digital technicians to diagnose and repair problems with your Product remotely, you hereby consent to such remote access to your Product by Enspire Digital solely for such diagnostic and repair purposes.
• Return any Product or Accessories in the original packing materials, or if these are not available, other suitable packing materials to prevent further damage. The technician who authorizes the return of the parts or Product will issue a Returns Merchandise Authorization (RMA) number. Write the RMA number in large, clear characters on the outside of each box you ship. FAILURE TO INCLUDE THE RMA NUMBER MAY RESULT IN DELAYS.
FOR YOUR PROTECTION, INSURE THE SHIPMENT TO Enspire Digital FOR FULL REPLACEMENT VALUE. YOU ARE RESPONSIBLE FOR ANY DAMAGE TO THE PRODUCT OR ACCESSORIES WHICH OCCURS DURING SHIPMENT TO Enspire Digital.
Clients returning parts or Product from outside the Core Market Countries must include a shipping invoice stating that the goods have no dutiable value and are being returned for repair only. If you do not complete and return the shipping invoice of the Product, you will be charged for any duties that apply.
A return address will be provided when you receive your RMA Number and may not necessarily be the place of purchase.
7. STANDARD ON-SITE SERVICE (FOR CORE MARKET CLIENTS ONLY) . If you are a Core Market Client, you are entitled to receive the following standard on-site service for the Products from the date of delivery for the period indicated on your Enspire Digital purchase receipt or invoice or one (1) year, whichever is longer. THERE IS NO ON-SITE SERVICE FOR PORTABLE COMPUTER SYSTEMS OR ACCESSORIES. ON-SITE SERVICE IS PROVIDED SOLELY AT THE Enspire Digital TECHNICIAN'S DISCRETION. IN CASES OF DISAGREEMENT, THE Enspire Digital TECHNICIAN'S DECISION WILL GOVERN.
A. Enspire Digital will install replacement parts in your Product as necessary to correct defects covered under the limited warranty applicable to the Product.
B. On-site service is only available for your location if it is within a 50-kilometre travelling distance (in the case of Australia ), or 30km travelling distance (in the case of New Zealand ), of a then-existing facility of Enspire Digital or its authorized on-site service provider. The services are available during reasonable business hours. PLEASE CONSULT YOUR PRODUCT SALES REPRESENTATIVE OR Enspire Digital TECHNICAL SUPPORT TO DETERMINE WHETHER THE ON-SITE SERVICE IS AVAILABLE AT YOUR LOCATION AND THE HOURS OF AVAILABILITY. Enspire Digital RESERVES THE RIGHT TO REFUSE OR CANCEL SERVICE TO A CLIENT IF Enspire Digital DETERMINES THAT YOU HAVE FAILED TO COMPLY WITH ANY OF YOUR RESPONSIBILITIES DESCRIBED IN SECTION 7D BELOW.
C. While Enspire Digital will use reasonable efforts to have on-site service visits take place on the business day scheduled, Enspire Digital will not be liable to you if this does not occur but will arrange a service visit for an alternative day. It is not possible for Enspire Digital to commit to a specific time of day for an on-site service visit. Please check the identification of the on-site engineer before allowing access to your location.
D. For all on-site services described in this Agreement, you are responsible for the following obligations. You acknowledge and agree that Enspire Digital's provision of on-site services is contingent on your full satisfaction of these obligations. Your responsibilities include:
- Ensuring that the technician is not exposed to unsafe, unhealthy, abusive, violent or illegal activities, environment or conduct:
- Ensuring that the Product to be installed or serviced is present at the actual service or installation location;
- Providing the Enspire Digital technician with full access to the location where the installation or on-site service will be performed;
- Ensuring the installation or service area is free from loose plastic, papers and styrofoam cups, any of which could cause static charges;
- Providing a suitable installation and operating location for the Product, which location, at a minimum, is designed to (a) support the size and weight of the Product; (b) provide sufficient space, electrical power, and, if applicable, network cable for the Product, (c) contain the appropriate number and types of electrical outlets, analog phone jacks, and, if applicable, network cables, within reach of the Product, and (d) avoid the possibility of damage caused by impact with other objects, falls, spilled liquids or immersion in liquids, or misuse;
- Ensuring that the Product to be serviced or installed is located in a environment that poses no potential health or safety hazard to the Enspire Digital technician;
- Backing up proprietary and confidential information and maintaining a procedure external to the hardware products for reconstruction of lost or altered files, data, or programs. Enspire Digital SHALL NOT BE RESPONSIBLE FOR LOSS OF ANY CLIENT DATA ;
- Removing any third-party, non-Enspire Digital products prior to the arrival of the Enspire Digital technician;
- Providing the Enspire Digital technician with operating system software and applicable drivers supporting Enspire Digital hardware (on diskette or CD) used during normal operation;
- Correctly packaging and returning non-functioning parts, Products or Accessories to Enspire Digital;
- HAVING A REPRESENTATIVE 18 YEARS OF AGE OR OLDER PRESENT WHEN THE Enspire Digital TECHNICIAN IS PROVIDING ON-SITE SERVICE; and
- Any other obligations reasonably required by Enspire Digital Technical Support or the Enspire Digital technician in order to provide the services pursuant to this Agreement.
In addition, to reduce the risk of electrical damage to your system caused by power fluctuations, Enspire Digital encourages the use of an uninterrupted power supply, which can be purchased from Enspire Digital.
8. OPTIONAL WARRANTY AND SERVICE UPGRADES . You may purchase a warranty or service upgrade at the time you purchase your Product or within the first year following the date of delivery of your Product. Please call for current upgrades, prices and availability. Confirmation of your purchase of a warranty or service upgrade may be required prior to Enspire Digital's provision of service thereunder.
9. PRICES; TAXES . The price of the Product is stated on the purchase receipt or invoice for the Product. Prices and configurations are subject to change without notice or obligation prior to Enspire Digital's acceptance of your order. Unless expressly indicated otherwise, the prices stated do not include shipping and handling charges and goods and services taxes but do not include any other existing or future taxes, tariffs, fees, duties, or levies applicable to the sale of the Product. If any such additional amounts (but excluding taxes on Enspire Digital's income) are required to be withheld, collected or paid, then Enspire Digital will be entitled to add them to the price payable by you. Unless expressly indicated otherwise, prices also do not include shipping costs, insurance or other expenses that are expressed to be your responsibility under this Agreement.
10. TERMS OF PAYMENT . The form of payment to Enspire Digital will be (a) in immediately available funds, (b) by an irrevocable letter of credit (including an irrevocable revolving letter of credit) issued or confirmed by a bank approved by Enspire Digital and under terms and conditions acceptable to Enspire Digital, or (c) on other payment terms acceptable to Enspire Digital. Letters of credit will permit transhipment, partial shipments and partial payment. All collection costs will be borne by you. Until payment has been received by Enspire Digital, or satisfactory payment terms agreed to by Enspire Digital, your order will not be scheduled for production or shipment, and your delay in arranging payment or payment terms will delay the shipment date.
11. INTEREST . If you do not pay amounts owed on a timely basis, Enspire Digital reserves the right to charge you interest on overdue amounts at such rates as Enspire Digital may fix from time to time, in accordance with applicable law.
12. SHIPMENT . Unless expressly agreed otherwise, Enspire Digital will ship the Product and Accessories pursuant to the following terms:
A. Enspire Digital will use its preferred carrier who will deliver the Product to the address you designate;
B. Shipping charges will be specified on the purchase receipt or invoice for the Product;
C. Enspire Digital will arrange insurance and bear the risk of loss of the Product during shipment; and
D. Enspire Digital will use reasonable efforts to ship the Product within forty-five (45) days of the later of Enspire Digital's acceptance of your order or your compliance with payment arrangements under Section 11 above, unless otherwise agreed. All ship dates are approximate and Enspire Digital will not be liable to you for failure to ship within the specified time period. Enspire Digital will use reasonable efforts to have the Product arrive at the address you designate on an agreed date, although Enspire Digital will not be liable to you if this does not occur.
If you elect to use a carrier of your choice, then Enspire Digital will notify you (or your carrier) of the date when the Product will be available for collection at Enspire Digital's factory or warehouse, and you will have fourteen (14) days from such date to take possession and custody of the Product. In such case, you will be solely responsible for securing and paying for shipping and insurance and for the risk of loss after Enspire Digital has delivered the Product to you or your carrier.
13. TITLE. Subject to the application (if any) of the New Zealand Consumer Guarantees Act of 1993 in respect of products shipped to New Zealand, Enspire Digital will retain title to the Product until you pay in full the price of the Product, as well as interest and any other related costs you owe. You will not resell the Product and will not permit third parties to take any security in the Product until complete payment of the amounts due to Enspire Digital. If the Product is attached by third parties or if other enforcement measures are taken, you will inform such third parties of Enspire Digital's retention of title and will immediately inform Enspire Digital of such enforcement measures.
14. TRADEMARKS . Enspire Digital and/or its affiliates are the sole and exclusive owners of the names "Enspire Digital" and "Enspire Digital Pty Ltd," any abbreviations thereof and any and all of Enspire Digital and/or its affiliates' trademarks and trade names, trade logos and trade dress appearing on, affixed to or described in the Product (collectively, the "Trademarks"). You acquire no rights to the Trademarks under this Agreement.
15. SOFTWARE . You acknowledge that the Product may include Enspire Digital or third party software products (the "Programs"). You agree to comply with the terms and conditions of any applicable end-user license agreements, and in all cases where Programs have been pre-loaded on the Product, you agree that by turning the system on you have accepted the terms and conditions of the end-user license agreements.
16. CUSTOM ENGINEERED SOFTWARE AND HARDWARE . Many Product components, both hardware and software, are custom engineered and accordingly may vary in terms of functionality, performance, or compatibility from retail versions.
17. COMPLIANCE WITH LAW . You agree to comply with applicable export laws and regulations if you export or re-export the Product outside the country to which it is shipped. Enspire Digital will provide information on these laws upon request.
18. FORCE MAJEURE . Enspire Digital will not be responsible for any failure to perform due to causes beyond its control, including, without limitation, fires, floods, earthquakes, explosions, accidents, acts of public enemy, wars, rebellions, insurrections, sabotage, epidemics, quarantine restrictions, labour disputes, labour shortages, transportation embargoes or failures or delays in transportation, inability to secure raw materials or machinery for the manufacture of its products, acts of God, acts of any government or any agency thereof (including denials or onerous restrictions on required export licenses), and judicial actions.
19. GOVERNING LAW . This Agreement will be governed by the laws of New South Wales .
20. DISPUTE RESOLUTION . Any dispute or controversy arising out of or in connection with the subject matter of or relating to this Agreement or its interpretation will be settled exclusively and finally (a) by arbitration if your Product is shipped to Australia , or (b) by the courts of New Zealand if your Product is shipped to New Zealand . Arbitration will be conducted in accordance with the Institute of Arbitrators and Mediators Australia Rules for the Conduct of Commercial Arbitration. The arbitration will be conducted before a sole arbitrator experienced in the computer industry. The arbitration shall be private and confidential and an award rendered in any such arbitration proceeding will be final and binding on each of the parties, and judgement may be entered thereon in a court of competent jurisdiction.
21. GENERAL PROVISIONS . You may not assign this Agreement without the prior written consent of Enspire Digital. If any provision of this Agreement is declared void, invalid, or illegal, the validity or legality of any other provisions and of the entire Agreement will not be affected thereby. The parties will negotiate in good faith to replace any such invalid or illegal provision with a valid and legal substitute provision that is as similar to the original as possible. No modification of this Agreement will be binding upon you or Enspire Digital, unless such modification is in writing and signed by a duly authorized representative of both parties.
22. RELATIONSHIP OF THE PARTIES . The relationship between Enspire Digital and you under this Agreement is that of seller and buyer. Nothing contained herein will be deemed to create the relationship between the parties of employer and employee, franchiser and franchisee, principal and agent, partner or joint venturer. Accordingly, you will not have any right or authority to create any obligation of any kind, express or implied, in the name of or on the account of Enspire Digital or to hold yourself out as a Enspire Digital distributor or reseller. |
