Parties
1. This Customer Agreement (agreement) is between Dull Operations Pty Ltd ACN 655 816 569 of Level 17, 447 Collins Street, Melbourne VIC 3000 (Dull,us, we or our) and the entity specified in the Key Details (Customer, you or your).
Formation
1. By signing this agreement:
  1. you acknowledge the terms of Dull’s Privacy Policy located at https://dull.net/privacy-policy and agree not to do anything that would put us in breach of it; and
  2. you agree to be bound by the Data Processing Agreement located at https://dull.net/data-process-agreement
2. You acknowledge and agree that the Software may have its own Software-specific terms (including Software terms of use) that you and/or your Authorised Users may be required to accept in order to access and use the Software.
3. This agreement comprises of the following documents:
  1. the body of this agreement;
  2. the Key Details;
  3. the Schedules;
  4. any Quote issued in connection with this agreement; and
  5. any Purchase Order issued in connection with this agreement.
4. To the extent of any inconsistency between the documents, the documents will be given precedence in the order set out above.
Term and auto renewal
1. Your Subscription and this agreement will commence on the Start Date and will continue for the Initial Term and any Renewal Terms (if applicable).
2. If the Subscription Plan selected in the Key Details is “Annual Subscription”, the following auto-renewal process will apply.
  1. We will notify you no less than 60 days prior to the end date of your Initial Term, or if applicable, Renewal Term, that your Subscription will automatically renew for a Renewal Term.
  2. Subject to clause 3.2(a), the Initial Term will automatically renew for further 12-month periods unless you cancel your Subscription in accordance with clause 3.2(c) or the agreement is otherwise terminated in accordance with clause 19 prior to the expiry of the Initial Term (each a Renewal Term), subject to the Fee increase set out in clause 5.3.
  3. You must advise us at least 30 days prior to the end of the Initial Term, or if applicable, Renewal Term (Cut-Off Date) if you want to cancel your subscription and terminate this agreement (Cancellation Request). If your Cancellation Request is received:
    1. prior to the Cut-Off Date it will be effective at the end of your Initial Term or then current Renewal Term and the Software and Software Services will remain accessible by you until the end of your then current Initial Term or Renewal Term that you have already paid the Fees for; or
    2. after the Cut-Off Date, your payment of the Fees for your next Payment Cycle will be processed and this agreement will be renewed for the next Renewal Term and your cancellation will take effect at the end of that Renewal Term and the Software and Software Services will remain accessible by you until the end of that Renewal Term that you have paid the Fees for.
3. If the Subscription Plan selected in the Key Details is “Free Trial”, the following auto-renewal process will apply.
  1. The Initial Term will automatically renew for further 12-month periods unless you cancel your Subscription in accordance with clause 3.3(b) or the agreement is otherwise terminated in accordance with clause 19 prior to the expiry of the Initial Term (each a Renewal Term), subject to the Fee increase set out in clause 5.3.
  2. You must advise us at least 10 days prior to the end of your Initial Term if the proof-of-concept success criteria agreed between the parties prior to the Start Date has not been met, in which case the Initial Term will not renew for a Renewal Term and this agreement will terminate at the end of your Initial Term.
  3. Where the Initial Term renews for a Renewal Term, clauses 3.2(a) and 3.2(c) will apply to the Renewal Term and any subsequent Renewal Terms.
Dull Services
1. We will use all reasonable commercial efforts to provide you with access to, and use of, the Software in a timely and professional manner. Our services include access and use of the Software, Software Services, Professional Services (where you have purchased them through a Statement of Work) and other applicable services and our solutions and platforms (Dull Services).
2. You agree to provide us with any information reasonably necessary for the provision of the Dull Services, including, providing relevant, accurate, complete and current information and technology as necessary and appropriate.
3. You are responsible for your use of, or reliance on, any advice or recommendations provided by us in connection with the Dull Services, including but not limited to, the security and access settings that may be configured for the Software.
4. Where you have purchased Professional Services through a Statement of Work, we will use reasonable efforts to provide the Professional Services in accordance with any timeline or dates agreed to by the parties in writing (Project Timeline), to the extent applicable, however you acknowledge that the Project Timeline may depend on you providing us with information or completing required tasks in accordance with clause 4.2. We will not be responsible for any deficiency or delays in the performance of the Professional Services, including in accordance with the Project Timeline, to the extent that it is attributable to your delay or breach of this agreement.
5. You acknowledge that:
  1. the Dull Services may be unavailable or include latency from time to time due to causes beyond our reasonable control; and
  2. the end-to-end connection between different Authorised Users of the Software is dependent on your internet connection to the Dull servers hosted in the cloud or in your data centre as well as your use of hardware and software (e.g. PC, operating system) in compliance with this agreement, all of which, are outside the scope of our Services.
6. We will provide the Dull Services in accordance with the Service Level Agreement located via your customer service portal .
Fees and payment
1. You will pay the Fee each Payment Cycle in accordance with your Payment Method set out in the Key Details and this clause 5.
2. Where we provide Professional Services to you in accordance with a Statement of Work, you will pay the Fee set out in the Statement of Work, in accordance with the invoicing and payment terms set out in clause 6.2 and/or in the Statement of Work.
3. Subject to clause 19.3:
  1. on 28 days’ notice to you, we may increase the Fees for any reason during the Term, and the increase will take effect on your next applicable Payment Cycle; and/or
  2. without limiting clause 5.3(a), on written notice to you, we may:
    1. increase the Fees each year by a percentage equal to the percentage increase in CPI for the same period and the increase will take effect on your next applicable Payment Cycle; or
    2. adjust the Fees, provided both parties have agreed in writing to such adjustment and the adjustment will take effect on your next applicable Payment Cycle.
4. If you wish to raise a genuine dispute about an invoice, you must notify us at least 60 days before the due date and pay the undisputed portion by the due date.
5. If you fail to pay an undisputed invoice by the due date, we reserve the right to charge interest on overdue amounts at the rate of 1.5% per month and/or suspend your Account(s) and access to the Services until all overdue amounts are paid.
6. All amounts payable under this agreement are exclusive of GST.
7. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.
8. You acknowledge and agree that payment may be collected and processed by one of our authorised business partners.
Payment terms and process
1. Where your Payment Method is payment by invoice, we will invoice you for the applicable Fees annually in advance, and you must pay each invoice within 30 days of the date of the invoice.
2. Where we provide Professional Services to you in accordance with a Statement of Work, we will invoice you for all applicable Fees monthly after the performed Professional Services, and you must pay each invoice within 30 days of the date of the invoice.
3. You can request a change to your selected payment method at any time, by contacting us at hello@dull.net, or via email to your account manager. Any changes will take at least 10 Business Days to take effect.
Adding Professional Services during the Term

You can purchase any Professional Services by contacting us at hello@dull.net, or reaching out to your account team. At that time a Statement of Work will be issued and once executed, the Statement of Work will form part of this agreement.

Confidentiality
1. A party will not disclose the Confidential Information of the other party to any third party, except:
  1. for the purposes of providing, or using, the Dull Services and fulfilling any obligations under this agreement, including in the case of Dull, to allow your Users to access Customer Data as determined or instructed by you;
  2. where a party is required to do so under any law, code or regulation and/or any listing rules of any stock exchange, including disclosure to any third parties in order for them to comply with the same;
  3. to the party’s employees, subcontractors, representatives, or advisors on a need-to-know basis, provided that such persons understand and comply with the obligations imposed by this clause 8; and/or
  4. with the other party’s consent.
2. Each party must have appropriate security measures in place that are designed to protect Confidential Information against unauthorised access, disclosure or use.
Privacy
1. Each party will comply with:
  1. all applicable Privacy Laws;
  2. the Data Processing Agreement,

in connection with the collection, use, handling, disclosure, quality, security of and access to Personal Information that the party holds.

It is your responsibility to ensure that you seek and obtain all necessary consents from and make all necessary disclosures to customers in respect of their Personal Information to enable disclosure of such information to Dull for the purpose of the provision of the Dull Services, to the extent such disclosure is permitted by any applicable laws.
You further acknowledge and agree that:
1. our collection and use of Personal Information under this agreement is governed by our Privacy Policy, which forms part of, and is incorporated into, this agreement and can be accessed at https://dull.net/privacy-policy; and
2. you will ensure that the purposes for which Personal Information that you disclose to us may be processed are as described in this agreement and our Privacy Policy, and, if this is not the case, that you must notify us before providing us with the relevant Personal Information and we must agree to any necessary amendments to our processing of that Personal Information before you may provide it to us.
If either party suspects that a data breach has occurred involving personal or Confidential Information held by either party:
1. you must cooperate fully in assisting us in determining whether there are reasonable grounds to believe that an Eligible Data Breach has occurred;
2. you must cooperate fully with us in taking remedial action in relation to the suspected breach to ensure that no serious harm (as that term is considered in applicable Privacy Laws) befalls an individual to whom the information disclosed in the suspected breach relates; and
3. you accept responsibility for complying with the notification requirements of applicable Privacy Laws for any breaches which are determined by us to have been limited in scope to systems under your control and/or the Dull Services.
Where we reasonably suspect that the security of integrity of the Customer Hosting has been compromised, we may, in our sole discretion, upon notice to you, block any connection between the Customer Hosting and the Dull Services, until such issue has been resolved.

Account(s) and Authorised Users
1. You must only, and ensure that all of your Authorised Users only, use the Software in accordance with any applicable Software-specific terms, this agreement, and for the number of Licenced Units (as set out in the Key Details).
2. We will provide you with:
  1. your Subscription access to the Software via an electronic download or via web browser; and
  2. the Authorised Users logins.
3. You are solely responsible for:
  1. all acts and/or omissions of your Authorised Users;
  2. determining your Authorised Users and any use of the Dull Services by Authorised Users;
  3. ensuring you and your Authorised Users:
    1. comply with this agreement, all applicable laws (including Privacy Laws), all applicable Software-specific terms, and our reasonable directions;
    2. have all necessary skills, licences, accreditations, and qualifications required in accordance with industry standards and applicable laws and regulations in respect of your/their professional obligations as they relate to the Dull Services (including access and use) (including any set out or required under any applicable Software-specific terms);
  4. all activity on the Account(s), including by you and/or or any Authorised Users and/or any unauthorised access by third parties;
  5. maintaining the confidentiality and security of the Account(s), including any login and password information, and notifying us immediately of any unauthorised use; and
  6. using all reasonable endeavours to prevent any unauthorised access to or use of the Dull Services;
  7. without limiting our security obligations under this agreement, protecting Customer Data, including backing-up, and ensuring the security of, the Customer Data, and taking appropriate measures to protect Customer Data from accidental, unlawful or unauthorised access, use or disclosure; and
  8. unless otherwise agreed, the download, installation and configuration of the Dull Services.
4. You will contact us immediately if you believe an unauthorised third party:
  1. may be using or accessing the Account(s); or
  2. if the Account(s) information, including any login or password information is lost or stolen.
5. You are solely responsible for:
  1. Customer Data, including determining what Customer Data you provide to us and/or give User’s access to; and
  2. the integrity, accuracy, quality and completeness of Customer Data and the means by which you acquire Customer Data, and you acknowledge that all outputs of the Dull Services rely on this.
6. If the number of connector agents and/or realms, as defined in Schedule 2, used by you during the Term exceeds the number of Licenced Units set out in the Key Details or as otherwise agreed with us, we will charge you additional Fees, at a rate reasonably determined by us, for the increase in Licenced Units.
7. If Customer Hosting is selected in the Key Details, you are permitted to, subject to the conditions set out in the Key Details, install and host any or all of the Software on your own or a third-party server infrastructure (Customer Hosting). In the event you elect Customer Hosting, you must:
  1. be solely liable for the Customer Hosting;
  2. ensure that the server infrastructure running the Software and all third-party software components required for the performance of the Customer Hosting, including operating systems, hardware drivers and auxiliary software are updated to the most current available version; and
  3. ensure that the server and Software are configured according to Dull’s specifications and supported components, which will be provided to you, and may change over time with each release.
Updates and backups
1. We will provide, configure, install and maintain any and all updates, upgrades, enhancements, releases, corrections, bug fixes, patches and modifications to the Dull Services as we deem necessary (Updates).
2. We may suspend access to, or functionality on, the Dull Services from time to time to implement such Updates. We will use reasonable efforts to notify you of any Update that may interrupt the Dull Services.
3. You must, and must ensure that all of your Authorised Users, accept all Updates necessary for the proper function and security of the Dull Services if and when such Updates are released by us.
4. We reserve the right to undertake back-ups of the Dull Services, however, we are not obligated to do so and you are solely responsible for backing up your Customer Content.
Third Party Software
1. At our sole discretion, we may provide use of programming interfaces or other software interfaces (API) which may enable your or third party’s applications (collectively Third-party Software) to communicate with the Software or the servers provided by us as part of the Software Services. We may, in our sole discretion, change or switch off APIs at any time without any obligation or liability to you. The respective provider shall be responsible for the Third-party Software.
2. The provisions of the agreement shall not apply to any such Third-party Software and we are under no obligation to test, validate or otherwise review Third-party Software, and shall have no liability for any Third-party Software or in connection with the use thereof.
3. Some features and functions of the Software and Software Services provided by us may include or depend on certain third-party components which may be subject to changes by such third parties. We are entitled to modify or limit such features and functions, provided this does not materially interfere with the substantial functions of the Dull Services.
4. You acknowledge that elements of the Software may be based on open-source software and that any such open source software provided within or contained in the Dull Services is provided “as is” and without warranty of any kind.
Acceptable Use
1. In addition to any other obligations set out throughout this agreement, or any applicable Software-specific terms, you must always, and ensure that all of your Authorised Users always, access and use all Dull Services:
  1. solely for the purposes set out in this agreement;
  2. in a manner that does not attempt to circumvent the agreed commercial arrangements, including Fees, set out under this agreement;
  3. acting in good faith, giving consideration to the commercial intent of the parties; and
  4. in accordance with this acceptable use clause.
2. Your and your Authorised User’s access to, and use of, any Dull Services must not violate any applicable laws, codes or regulations, including but not limited to intellectual property laws, data protection and Privacy Laws.
3. When using the Dull Services, you must only, and ensure your Authorised User’s only, upload, post, host, store, communicate or display content (including Customer Content) that:
  1. you have all consents and rights required under law and under any applicable contracts to upload, post, host, store, communicate and display (for instance, rights of ownership or a sufficiently broad licence to do so);
  2. does not infringe the rights of any third party (including privacy, Moral Rights and Intellectual Property Rights);
  3. is not unlawful, does not give rise to any civil or criminal liability for you or us, and does not encourage any activity that may violate any applicable law or contract;
  4. is not fraudulent and does not constitute a fraudulent misrepresentation or promote fraudulent activity;
  5. is not and does not contain offensive, abusive or sexually obscene content;
  6. is not libellous, defamatory, discriminatory in respect of any individual or group, unsolicited, unwanted or harassing;
  7. is not a mass email or other commercial message, promotion, offer, advertisement, or solicitation (also known as “spam”); and
  8. does not contain viruses, malware, trojan horses, worms, or any other malicious or harmful program or code.
4. You agree that you will not, and your Authorised Users will not:
  1. use Dull Services for any purpose other than their intended purposes;
  2. access, use, alter or interfere with any areas of the Dull Services that you are not authorised to access;
  3. check or test the vulnerability of any of our systems or networks or breach or circumvent any security or authentication mechanism;
  4. copy, caches, disassemble, decompile, reverse-engineer or modify any component of the Dull Services, or use any automated means to collect information from the Dull Services;
  5. do anything that would prejudice our rights, title or interest in and to the Dull Services;
  6. transfer, sell, lease, distribute, or sublicense any part of the Dull Services or the content contained within or hosted on the Dull Services;
  7. attempt to destabilise, interrupt or overload our infrastructure by placing unreasonable burdens on our resources, including by sending requests to our systems more rapidly than could be achieved by a human user;
  8. engage in any other conduct that inhibits any other person from using or enjoying the Dull Services;
  9. use or access the Dull Services in any manner that:
    1. creates a risk to the integrity of the Dull Services or the network, systems, equipment or facilities used in connection with the Dull Services;
    2. effects the quality of any service we provide; and
    3. in an excessive manner including but not limited to excessive use or storage of data which is to be judged by us in our sole discretion;
  10. misuse the Dull Services by tampering with their normal operation, or trying to access them using a method or interface other than those we provide;
  11. transmit any viruses, malware, trojan horses, worms, or other types of malicious or harmful software or code, or links to such software or code, onto or through the Dull Services;
  12. impersonate another person or organisation, including any of our employees, or misrepresent your identity;
  13. reproduce, communicate, adapt, record, transfer, publish, perform, display, broadcast, distribute, offer or make available any of the content contained within or hosted on the Dull Services in contravention of any applicable law or in breach of any person’s rights, including Intellectual Property Rights;
  14. remove or amend any intellectual property notices contained in or displayed on the Dull Services;
  15. use another person’s login details for the Dull Services without their permission; or
  16. breach another person’s privacy, for example by posting their personal information without first obtaining their consent or having another lawful ground(s) to do so.
5. You must not, and ensure your Authorised Users do not, use, conduct or attempt to conduct web scraping of any part of our websites and/or the other Dull Services, including any content contained within or hosted on the Dull Services.
6. If you or your Authorised Users fail to comply with the acceptable uses set out in this clause, we reserve the right to immediately suspend your Account(s) and/or your access to the Dull Services, without liability for us (to the extent permitted by law). We are also entitled to immediately remove any Customer Content you upload, post, host or transmit that we consider or suspect to be in breach of this clause or any of our other terms and conditions, without prior notice to you and without liability for us (to the extent permitted by law).
7. Our rights to suspend your Account(s) and to remove Customer Content does not limit any other rights or remedies that may be available to us under this agreement.
Intellectual Property andData
1. Nothing in this agreement transfers ownership of any Pre-Existing IP to the other party or any other person.
2. You acknowledge and agree that we own all rights (including Intellectual Property Rights), title and interests in and to:
  1. Our Materials;
  2. the Dull Services and Software (including any software, source and object code, algorithms, that form part of or relate to the Dull Services);
  3. any accompanying materials or documentation, including that are created by and/or for you and/or your Authorised Users in connection with the use of any Dull Services;
  4. any updates, variations, modifications, adaptations, developments and/or derivatives of any of the Dull Services, and/or any accompanying materials or documentation; and
  5. Metadata and Aggregated Data, which we may use and commercialise at our absolute discretion,

but excluding Customer Content.

Subject to clause 14.4, we grant to you a non-transferrable, non-exclusive, revocable, non-sublicensable right and license to access and use the Dull Services solely to the extent permitted by this agreement and as is necessary to obtain the benefit of the Dull Services for the duration of the Term and in the Territory (Licence). Any rights not expressly granted under this agreement are reserved by Dull.
If the Subscription Plan selected in the Key Details is “Free Trial”, we will provide to you a free-of-charge, limited, Licence to the Dull Services for the duration of the Term and your access to the Dull Services will be limited.
Without limiting any rights granted to us in this agreement you acknowledge and agree that you own all right, title and interest in Customer Content and Customer Data.
You acknowledge and warrant the following in respect of Customer Content.
1. You are solely responsible for Customer Content, the integrity, accuracy and quality of Customer Content, and the means by which you acquire Customer Content.
2. The Customer Content:
  1. is suitable and appropriate for use in connection with the Dull Services; and
  2. is true, accurate, complete and current.
3. You will comply with all relevant laws or regulations in respect of Customer Content.
Dull will not be responsible for and does not check or review Customer Content in any way. We reserve the right to remove any Customer Content that is deemed unsuitable, insulting, inflammatory, degrading, illegal or objectionable in our sole discretion or that is provided in breach of clause 13.3 or the warranties given under the terms of this agreement.
We are not responsible for any errors, omissions, Losses or damages of any kind resulting directly or indirectly from any inaccuracies in Customer Content or any failure by you to ensure the integrity, completeness or accuracy of Customer Content before providing it to us or inputting it into the Dull Services.
You acknowledge and agree that we may host, transmit, maintain and store all or parts of Customer Data on servers located in multiple jurisdictions as stipulated in the Quote and Purchase Order.
You grant us:
1. a royalty-free, non-exclusive licence during the Term, to use Customer Content (including any Intellectual Property Rights in and to Customer Content) to the extent necessary to perform our obligations under this agreement; and
2. a non-exclusive, worldwide, royalty free, assignable, perpetual and irrevocable licence to copy, use and analyse non-Confidential Information and Customer Data for any purpose, for our business and for benchmarking and analytics to improve and understand the Dull Services, product usage and customer needs, provided that we will use our reasonable endeavours to ensure such output and analyses will not contain any Confidential Information, Personal Information or other information which identifies you as a customer.

Marketing
1. You acknowledge and agree that we may use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from you that directly relates to your products or business, including any suggested changes or modification to the Dull Services.
2. You consent to us using your company name and logo:
  1. to describe the circumstances of your use of the Dull Services, on an ongoing and irrevocable basis, where we are required to do so under any law, code or regulation and/or any listing rules of any stock exchange (as applicable); and
  2. as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers.
Scheduled maintenance
1. You acknowledge and agree that the Dull Services are provided on an ‘as is’ basis, service continuity is not assured and that the Dull Services (includingCustomer Data to the extent you are accessing it through the Dull Services) may be suspended, unavailable or have limited availability including:
  1. for routine or emergency maintenance, provided we will use reasonable endeavours, where possible to:
    1. undertake such maintenance outside of normal business hours;
    2. notify you in advance of any such maintenance; and
    3. minimise disruption to your use of the Dull Services due to such maintenance;
  2. to permit upgrades or other development activity to take place;
  3. due to technical malfunctions of your software, equipment or infrastructure (e.g., telecommunications connectivity, network congestion or delays);
  4. due to a Force Majeure Event; or
  5. if it is necessary for reasons of:
    1. public safety;
    2. security of the Dull Services;
    3. interoperability of Dull Services;
    4. data protection; and/or
    5. any other work that is necessary for operational or technical reasons.
2. If you identify a defect or malfunction in the Dull Services which substantially compromises the functionality of, or your access to, the Dull Services (Error), you may report the Error through the customer service portal provided by us to you at [insert link]. Within a reasonable timeframe from the notification of an Error and provided you have supplied sufficient information of such Error through the customer service portal, we will use reasonable efforts to eliminate the Error by delivering patches or fixes through an Update.
Audit
1. We may periodically conduct an audit to:
  1. verify that your access and use of the Software and any Software Services is in accordance with this agreement (including the number of Licenced Units); and
  2. assess your compliance with this agreement.
2. You must participate in and co-operate with any audit carried out under clause 17.1 in good faith, including by providing us with such access to your systems, records, and personnel as is required for the purposes of the audit (provided that we give your reasonable written notice).
3. We and our authorised representatives may take copies of your records and books as are reasonably required for the purposes of carrying out the audit. Those copies will be your Confidential Information.
4. We may implement technical measures regarding the functionality of the Software and/or Software Services to monitor your usage patterns for security reasons, product improvement, auditing your use of the Licence and/or marketing purposes.
5. If an audit reveals:
  1. use by you or your Authorised Users of the Software or any Software Services that is not in accordance with this agreement, (including the number of Licenced Units); or
  2. any breach of this agreement by you or your Authorised Users,

you must immediately rectify your use or breach (including at our reasonable direction) and you must also pay, or reimburse us for, all costs and expenses relating to that audit (including accountancy or legal fees and/or unpaid Fees owed to us by you by way of such breach (for example, your use of the Software and Software Services in excess of the number of Licensed Units)).

Except as set out in clause 17.5, we will bear our own costs and expenses in carrying out an audit.

Export controls and sanctions
1. To the extent permitted by law, this clause 18 will apply.
2. You acknowledge that the Dull Services and related technical data (together, the Controlled Data) are subject to the import and export control and economic sanctions laws of Australia, the European Union, the United States (specifically the U.S. Export Administration Regulations) and any country in which the Controlled Technology is imported or re-exported.
3. You agree not to export, re-export, transfer or sell any Controlled Technology:
  1. in contravention of Australian, European Union or United States laws;
  2. to any restricted country, entity, or persons for which an export license or other governmental approval is required; or
  3. for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.
4. You represent and warrant that you:
  1. are not a Restricted Party;
  2. are not currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions; and
  3. will not make the Controlled Technology available directly or indirectly, to, or for, the benefit of any Restricted Party.
Termination
1. We may terminate this agreement (either in full, or in part in respect of specific Dull Services) and/or a Statement of Work for any reason on 30 days’ notice.
2. Either party may terminate this agreement (either in full, or in part in respect of specific Dull Services) and/or a Statement of Work on written notice if the other party:
  1. fails to remedy a breach within 21 days’ notice from the other party requesting the breach be remedied;
  2. breaches this agreement and that breach is not capable of remedy; or
  3. ceases to operate, becomes insolvent, enters liquidation, file for bankruptcy, makes an assignment for the benefit of creditors, appoints a receiver, or is subject to any similar action.
3. Subject to clause 20.3, you may terminate this agreement on written notice as follows.
  1. If we provide you notice of a Fee increase under clause 5.3 and you do not agree to the increased Fee. If we do not receive a notice from you in accordance with this clause, and you continue to use the Dull Services, then you agree that you’re deemed to have consented to the increase in the applicable Fee.
  2. If we give you a notice under clause 25.1 and you do not agree to such proposed change to this agreement. If we do not receive a notice from you in accordance with this clause, and you continue to use the Dull Services, then you agree that you’re deemed to have consented to the proposed change and the amended terms of this agreement.
4. We may terminate this agreement (either in full, or in part in respect of specific Dull Services) and/or a Statement of Work on written notice if Dull’s relationship with a third party supplier who provides third party components, software, hosting services or other technology, products or services which Dull relies on to perform the Dull Services, terminates or expires.
Effect of termination
1. Where we terminate this agreement or a Statement of Work under clause 19.1, 19.4 or you terminate this agreement and/or a Statement of Work under clause 19.2, we will refund to you a pro-rata portion of the Fees taking into account the remainder of the Initial Term (or Renewal Term) and any unperformed Dull Services as at the date of termination;.
2. Where we terminate this agreement and/or a Statement of Work under clause 19.2, you will not be entitled to a refund of any Fees already paid for unperformed Dull Services.
3. Where you terminate this agreement in accordance with clause 19.3, the termination will be effective at the end of your then current Term, however:
  1. the relevant terms will not be changed, and the then current terms will remain applicable; and
  2. any Fees will not increase, and your then current Fees will remain applicable.
4. Where this agreement is only terminated in part in respect of specific Dull Services, and/or a Statement of Work is terminated, the agreement will continue in full force and effect in respect of all other Dull Services.
5. On termination of this agreement by either party (in whole or in part), subject to any terms of this agreement that permits otherwise:
  1. each party must, on request, return or securely destroy all Confidential Information in that party’s control; and
  2. you will no longer have any right to use, copy or access (or to permit any other person to use, copy or access) any of the Dull Services (in whole or in part), or any other information or materials that we make available to you under this agreement, including our Confidential Information; and
  3. you must immediately pay any and all outstanding Fees owing as at the date of termination.
6. You acknowledge and agree that transferring Customer Data from your Account and/or the relevant Dull Services to yourself or to a third party you have authorised on or before expiry or termination is solely your responsibility.
7. Following the expiry or termination of this agreement, you will no longer have access to Customer Data and we reserve the right to:
  1. retain a copy of Customer Data; and/or
  2. delete Customer Data within a period of 30 business days following such expiry or termination.
8. You acknowledge and agree that we, our related bodies corporate, affiliates, representatives, successors and assigns, including their applicable officers, directors, employees and agents are not liable to you for any Loss or Consequential Loss in connection with denial of access to or deletion of Customer Data in accordance with clause 20.7.
9. The exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this agreement, by law, or otherwise.

Customer Agreement

Talk to an expert