We use cookies and other tracking technologies to improve your browsing experience on our website, to show you personalized content and targeted ads, to analyze our website traffic, and to understand where our visitors are coming from.

Enablo Customer Terms

  1. These Terms and Orders
    1. These Terms apply to Orders
      1. These customer terms (Terms) apply to each Order for Supplies.
      2. The categories of Supplies are:
        1. Resold Products – Third Party Products that Enablo sells access to,
          such as Workplace from Meta or Google Workspace;
        2. Enablo Services – services provided by Enablo, such as
          implementation and support; and
        3. Enablo Products – products provided by Enablo, such as the Enablo
          bots.
      3. References to Supplies are to the Resold Products, Enablo Services and
        Enablo Products set out in the relevant Order.
      4. Each Order will set out the Supplies that the Customer agrees to acquire from Enablo.
      5. Supplies are provided by Enablo on a non-exclusive basis.

  2. Supplies
    1. Resold Products
      1. Depending on the Resold Products that Enablo agrees to supply to the Customer in an Order, the Customer will be required to accept Additional Terms. Any Additional Terms will be indicated in the relevant Order.
      2. Depending on the Resold Products that Enablo agrees to supply to the Customer in an Order, the Customer will be required to enter into an Additional Agreement with the Relevant Supplier and remain bound by that Additional Agreement throughout the applicable Supply Period. Any Additional Agreement will be indicated on the relevant Order.
      3. Any Additional Agreement entered into by the Customer with a Relevant Supplier is between the Customer and that Relevant Supplier, and not Enablo. To the extent permitted by law, Enablo has no liability under an Additional Agreement.
    2. Enablo Services
      1. Where an Order includes Enablo Services, the parties may agree a statement of work that will form part of that Order.
      2. Enablo must provide any Enablo Services with due care and skill.
      3. Enablo will use reasonable efforts to provide any Enablo Services by the applicable Delivery Date.
      4. Enablo will not be responsible for any failure to provide the Enablo Services where any assumptions stated in the Order are not met.
    3. Enablo Products

      If an Order includes Enablo Products then the terms of Enablo EULA apply to the Customer’s use of those Enablo Products.

    4. Duration
      1. Some Supplies are provided over specific periods of time. If this is the case, the relevant
        Order will specify:

        1. the Commencement Date for the relevant Supply; and
        2. the initial period over which that Supply will be provided (Initial
          Period          ).
      2. Where indicated in an Order, following the Initial Period, that Supply will continue to be
        provided for one or more renewal periods of a duration equal to that of the Initial Period
        (each, a Renewal Period), unless the relevant Order is terminated earlier
        in accordance with the terms of that Order or these Terms (Supply Period).
      3. At least 30 calendar days’ prior to the expiry of the Initial Period or then-current Renewal
        Period (as applicable), either party may notify the other that it does not wish for the
        Order to be renewed and in that event, the Order will expire at the end of the Initial
        Period or then-current Renewal Period (as applicable).
      4. The Customer will be invoiced for any Renewal Period.
    5. General use restrictions

      The Customer must:

      1. use the Supplies in accordance with all applicable laws;
      2. not use the Supplies:
        1. in breach of these Terms (including any Order and Additional Terms);
        2. in breach of any Additional Agreement;
        3. for any purpose other than its internal business purposes;
        4. to engage in fraudulent or illegal behavior, or in a way that the Customer knows or
          ought to reasonably know, infringes any third party’s Intellectual Property Rights;
        5. to transmit, publish or communicate material that is pornographic, defamatory,
          offensive, abusive, indecent, menacing or unwanted; or
        6. to circumvent any security measures, or to gain unauthorized access to or interfere
          with any third party’s online resources or systems including any form of hacking,
          and
      3. ensure that its Personnel comply with subclauses 2.5(a) and 2.5(b) above.
    6. Customer’s responsibilities
      1. The Customer must:
        1. give Enablo all Customer Material, information and assistance reasonably necessary
          to enable Enablo to provide the Supplies;
        2. promptly perform any Customer Responsibilities to enable Enablo to supply the
          Supplies in an efficient and timely manner; and
        3. cooperate with Enablo and act reasonably in connection with its receipt of the Supplies.
      2. The Customer acknowledges and agrees that if the Customer does not comply with clause
        2.6(a):

        1. Enablo may not be able to provide the Supplies to the Customer; and
        2. Enablo is not responsible or liable for any failure to provide the Supplies to the
          extent that failure arises from a failure by the Customer to comply with clause
          2.6(a).
      3. The Customer warrants that it is not subject to EU, US or other trade sanctions or economic
        restrictions.

  3. Fees, Expenses and invoices
    1. Fees
      1. The Customer must pay all applicable Fees and Expenses to Enablo.
      2. Fees and Expenses may be payable on a fixed price basis or a time and materials basis. If an
        Order states that the Fees and Expenses are an estimate only, the Customer acknowledges and
        agrees that the Fees and Expenses charged for the Supplies will be based on Enablo’s
        estimate, however the final Fees and Expenses may be more or less than that estimate.
    2. Invoice and payment
      1. Enablo must invoice the Customer for the Fees, Expenses and any other amount payable by the
        Customer to Enablo in accordance with these Terms and any Order.
      2. The Customer must pay all invoices issued by Enablo, without set-off, by the date specified on
        the invoice, or otherwise within 30 days after the date of issue of the invoice (unless
        otherwise agreed in an Order).
      3. The Customer shall pay Enablo electronically to Enablo’s bank account or by any payment
        method reasonably stipulated by Enablo. No payment shall be considered paid until it is
        received in cleared funds by Enablo.
      4. The relevant Order will stipulate the currency in which payment will be made.
      5. Where permitted by law, Customer must pay any merchant fees, bank fees and currency
        conversion fees associated with its payment.
    3. Late payment

      the Customer is late in paying any part of any monies due to Enablo, Enablo may
      (without prejudice to any other right or remedy available to it whether under these Terms or an
      Order or by any statute, regulation or by-law) do any or all of the following:

      1. charge Interest on the amount due but unpaid and on amounts that have been disputed where
        the dispute has been resolved in Enablo’s favor from time to time from the due date until
        payment (after as well as before judgment); and
      2. suspend the Supplies pursuant to clause 8.4(a)(v).

  4. Intellectual property
    1. Enablo Materials and Deliverables
      1. Enablo retains ownership of all Intellectual Property Rights subsisting in all Enablo
        Materials and Deliverables.
      2. Any modification or enhancement to any Enablo Material or Deliverable is deemed to form part of the
        Enablo
        Materials or Deliverable (as applicable) and all Intellectual Property Rights in such modification or
        enhancement vest in Enablo immediately from creation.
      3. Enablo grants to the Customer:
        1. a perpetual, non-exclusive, non-assignable, non-sublicensable, global licence to use
          the Intellectual Property Rights in the Deliverables and any Enablo Materials that form part of a
          Deliverable, solely for the purpose of enjoying use of that Deliverable for the
          Customer’s internal business use; and
        2. for as long as the Enablo Services are provided, a non-exclusive, non-assignable,
          non-sublicensable, global licence to use the Intellectual Property Rights in any
          Enablo Materials that form part of the Enablo Services, solely for the purpose of
          enjoying those Enablo Services for the Customer’s internal business use.
      4. Enablo warrants that use of the Enablo Material by the Customer in accordance with these
        Terms and any Order will not infringe any third-party rights (including Intellectual
        Property Rights).
    2. Customer Material
      1. The Customer or its licensors (as applicable) retains ownership of all Intellectual Property
        Rights subsisting in all Customer Materials.
      2. Any modification or enhancement to any Customer Material is deemed to form part of the
        Customer Materials and all Intellectual Property Rights in such modification or enhancement
        vest in the Customer immediately from creation.
      3. For as long as the Supplies are provided, the Customer grants to Enablo a non-exclusive,
        global licence to use, reproduce and modify the Customer Material solely for purposes of
        Enablo providing the Supplies to the Customer and otherwise performing its obligations under
        these Terms and the relevant Order. This licence includes the right to sublicense.
      4. The Customer warrants that use of the Customer Material by Enablo in accordance with these
        Terms and the relevant Order will not infringe any third-party rights (including
        Intellectual Property Rights).
    3. Developed Material

      Unless otherwise set out in an Order, any Developed Material is owned by
      Enablo, and to the extent any Developed Material does not automatically vest in Enablo, the Customer
      assigns all Intellectual Property Rights in or in relation to any Developed Material to Enablo.

    4. Use of the Customer’s marks and promotional content

      Unless the Customer informs Enablo otherwise in writing,
      the Customer grants Enablo the right to use the Customer’s name, logo, trade marks, branding and
      any materials created for the Customer by Enablo in Enablo’s promotional and marketing material
      from time to time.

  5. Confidential Information
    1. Protection of Confidential Information

      Each party must only use or copy the other party’s
      Confidential Information for the purposes of these Terms and the relevant Order and must take
      all steps reasonably necessary to:

      1. maintain the confidentiality of the other party’s Confidential Information;
      2. ensure that any person who has access to Confidential Information of the other party through
        it or on its behalf does not use, copy or disclose that Confidential Information other than
        in accordance with these Terms; and
      3. enforce the confidentiality obligations required by these Terms.
    2. Restriction on disclosure
      1. Each party must not disclose the Confidential Information of the other party to any person
        except:

        1. to its Personnel who need to know the Confidential Information, for the purposes of
          these Terms and the relevant Order only;
        2. where the disclosure is required by applicable law, or under compulsion of law by a
          court or Government Agency or by the rules of any relevant stock exchange or
          regulator, as long as the disclosing party:

          1. discloses the minimum amount of Confidential Information required to satisfy
            the law or rules; and
          2. before disclosing any information, gives a reasonable amount of notice to
            the other party and takes all reasonable steps (whether required by the
            other party or not) to maintain such Confidential Information in confidence;
        3. if the other party has given its consent to the disclosure or use; or
        4. as expressly permitted by these Terms.
      2. Before disclosing Confidential Information to a person, the disclosing party must take
        reasonable steps to ensure that the person is aware of the confidential nature of the
        Confidential Information and is bound by confidentiality obligations that are substantially
        similar to those set out in these Terms.
    3. Return of Confidential Information
      1. Subject to clause 5.3(b), each party must return (or, if requested by the other party,
        destroy or permanently de-identify) all copies of the other party’s Confidential Information
        in its possession or control within 14 calendar days of expiry or termination of the
        relevant Order.
      2. If a party needs to retain the other party’s Confidential Information for the purpose of:
        1. complying with any applicable law;
        2. litigation;
        3. internal quality assurance and record-keeping; or
        4. performing its obligations or exercising its rights under these Terms and the
          relevant Order,

        then it may retain and use it solely for this purpose but must deal with the Confidential
        Information in accordance with clause 5.3(a) promptly after it is no longer required for
        this purpose.

    4. Exclusions

      The obligations of confidence in clauses 5.1 and 5.2 do not apply to Confidential
      Information:

      1. that is provided to a Relevant Supplier by Enablo in connection with Enablo fulfilling an
        obligation under these Terms or an Order;
      2. that is in the public domain otherwise than as a result of a breach of these Terms and the
        relevant Order or other obligation of confidence; or
      3. that is already known by, or rightfully received, or independently developed, by the
        recipient of that Confidential Information free of any obligation of confidence.

  6. Privacy
    1. Enablo’s obligations

      If and to the extent Enablo collects, stores, uses, discloses or otherwise
      deals with Customer Personal Information in the performance of its obligations under these Terms and the Order(s), Enablo must only collect, store, use, disclose or
      otherwise deal with Customer Personal Information:

      1. in accordance with applicable Privacy Laws; and
      2. only as required for the purposes of providing the Supplies or as otherwise expressly
        permitted under these Terms.
    2. Customer’s obligations
      1. The Customer must comply with the Privacy Laws when handling any Personal Information
        provided or made available to it by or on behalf of Enablo.
      2. If Customer Personal Information is made available to Enablo, the Customer must make all
        disclosures and obtain all consents required to ensure that:

        1. the Customer is lawfully (including without breaching the Privacy Laws) able to
          provide, disclose or make available the Customer Personal Information to Enablo and
          its Personnel and any Relevant Supplier; and
        2. Enablo and any Relevant Supplier are lawfully (including without breaching the
          Privacy Laws) able to collect, store, use, disclose or otherwise deal with the
          Customer Personal Information for the purposes of providing the Supplies and
          otherwise performing its obligations under these Terms and the relevant Order (and
          any Additional Agreement, as applicable) and as described in its privacy policy.
      3. Where the Customer provides Enablo with access to Customer Personal Information by way
        Workplace from Facebook, Asana, Google Workspace (or similar), the Customer is
        always in control of Enablo’s level of access. The Customer is responsible for revoking that
        access when it is no longer needed.

  7. Limitation of liability and Indemnification
    1. Limitation of liability

      Subject to clauses 7.2, 7.3, 7.4 and 7.5, the liability of a party for Loss suffered by the other party hereunder with respect to a single incident or series of related incidents is limited to the total Fees paid or payable by the Customer in connection with the applicable Order during the twelve (12) month period immediately preceding the incident, and the aggregate liability of a party for all Loss suffered by the other party in connection with an Order (including where arising under these Terms) is limited to the total Fees paid or payable by the Customer in connection with that Order.

    2. Reduction of liability

      To the extent permitted by law the liability of a party under or in
      connection with these Terms and the relevant Order will be reduced proportionately by the
      extent, if any, to which a breach of the relevant Order or these Terms by, or the negligent acts
      or omissions of, the other party (or its Personnel) caused or contributed to the relevant Loss
      suffered or incurred by the other party.

    3. Exclusion of liability
      1. Subject to clauses 7.4 and 7.5, neither party is liable for any Consequential Loss however
        caused (including by the negligence of a party or its Personnel), suffered or incurred in
        connection with these Terms or an Order; and
      2. Subject to clauses 7.4, Enablo is not liable for Loss arising in connection with any failure
        in, fault with or degradation of the Supplies if that failure, fault or degradation is
        attributable to or caused by a failure of the facilities or services of any third party.
      3. Subject to clauses 7.4, Enablo has no liability in relation to Resold Products other than to
        the extent set out in the Additional Terms.
    4. Applicable Law Limitations

      To the extent applicable law prohibits the exclusion of the liabilities set forth in clause 7.3 above, but permits those liabilities to be limited, clauses 7.1 and 7.3 (and any inconsistent limitation or exclusion expressed elsewhere in these Terms or the Order) do not apply to that liability and instead Enablo’s liability for such failure is limited to (at the election of Enablo), in the case of a supply of goods, Enablo replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods, or in the case of a supply of services, Enablo supplying the services again or paying the cost of having the services supplied again.

    5. Uncapped heads of liability

      Subject to clause 7.2, the parties agree that the limitations and
      exclusions of liability set out in these Terms do not apply where a party’s liability arises
      from:

      1. death of, or personal injury to, any person that is caused by that party or its Personnel;
      2. loss of, or damage to, tangible property that is caused by that party or its Personnel;
      3. any breach of clause 5 (Confidential Information) by that party or its Personnel;
      4. any unlawful or fraudulent act or omission of that party or its Personnel;
      5. in the case of the Enablo’s liability, Enablo’s indemnification obligations in clause 7.6(a) below; or
      6. in the case of the Customer’s liability, Customer’s indemnification obligations in clause 7.6(c) below.
    6. Indemnification.
      1. By Enablo. Enablo will indemnify, defend, and hold Customer harmless from and against any and all Loss arising out of any claim by a third party alleging that any use of the Enablo Materials, Enablo Products, or Deliverables by Customer in accordance with these Terms and the applicable Order infringes such third party’s Intellectual Property Rights. If an infringement claim as described in this clause 7.6(a) arises, or if Enablo believes that a claim could reasonably be made, Enablo may, at its option: (i) modify the applicable Enablo Materials, Enablo Products, and/or Deliverables so that they become non-infringing but functionally equivalent; (ii) replace the applicable Enablo Materials, Enablo Products and/or Deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain for Customer the right to use such Eanblo Materials, Enablo Products, and/or Deliverables upon commercially reasonable terms but at no additional cost to Customer; or (iv) terminate the applicable Order with respect to such Enablo Materials, Enablo Products, and/or Deliverables and refund to Customer the fees pre-paid by Customer with respect thereto on a pro-rata basis for the period following such termination.
      2. Exclusions. Enablo will have no obligation under clause 7.6(a) or other liability for any claim resulting or alleged to result from: (1) use of the Enablo Material, Enablo Products, or Deliverables in combination with any non-Enablo approved equipment, software or data, or in any manner for which the same was not designed, or if same has been modified or altered by any person or entity other than Enablo; (2) any Third Party Material. Clause 7.6(a) sets forth Customer’s exclusive remedy and Enablo’s entire liability with respect to claims of infringement of Intellectual Property Rights by the Enablo Materials, Enablo Products or Deliverables.
      3. By Customer. Customer will defend, indemnify, and hold Enablo and its Personnel harmless from and against any and all Loss arising out of or related to: (i) any claim by a third party alleging that Enablo’s use of the Customer Materials in accordance with these Terms and the applicable Order infringes such third party’s Intellectual Property Rights; (ii) Customer’s violation of any Additional Agreement.
      4. Process. The foregoing indemnification obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of such action, (ii) reasonably cooperating and assisting in such defense and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

  8. Termination and suspension
    1. Termination for breach

      If:

      1. a party (the first party) commits a breach of these Terms, an Additional
        Agreement or any Order that has a material and adverse effect on the other party, and fails
        to remedy that breach within 10 days of receiving notice from the other party requiring the
        first party remedy that breach (where capable of remedy); or
      2. an Insolvency Event occurs in relation to the first party,

      then the other party may terminate the relevant Order (in the case of 8.1(b) above, subject to
      any provision of the Corporations Act 2001 (Cth) or any related subordinate legislation
      that may prevent or restrict the exercise of a right of termination or other right under these
      Terms and the relevant Order) by notice to the first party in which case the relevant Order will
      terminate on the date specified in that notice or, if no date is specified, immediately.

    2. After termination or expiry of an Order
      1. On termination or expiry of an Order:
        1. Enablo will cease to provide the Supplies under that Order;
        2. accrued rights or remedies of a party are not affected;
        3. the Customer will pay to Enablo all Fees in connection with Supplies;
        4. the Customer will pay to Enablo all Expenses incurred in connection with that Order;
        5. except as expressly specified otherwise in these Terms or that Order, all licenses
          and similar rights granted, cease to be granted immediately; and
        6. within a reasonable period of time after termination or expiry of the Order (not to exceed ten (10) Business Days), the Customer must return to Enablo or destroy all Enablo Materials and Enablo must return to the Customer or destroy all Customer Materials, in each case, in connection with that Order.
      2. If Enablo ceases to be able to supply access to Resold Products, Enablo will use reasonable
        efforts to migrate the Customer to a direct relationship with the relevant third-party
        supplier.
    3. Survival

      Termination or expiry of an Order will not affect clauses 4, 5, 6, 7, 8.2, 9, 10, 12-14 and this clause 8.3, or any provision of these Terms which is expressly or by implication intended to come into force or continue on or after the termination or expiry.

    4. Suspension
      1. Without limiting any other remedy Enablo may have under these Terms or at law, Enablo may
        suspend the Customer’s access to the Supplies if:

        1. the Customer breaches these Terms;
        2. the Customer breaches any Additional Agreement;
        3. a Relevant Supplier terminates its Additional Agreement with the Customer or refuses
          to enter into an Additional Agreement with the Customer;
        4. a Relevant Supplier terminates its agreement with Enablo;
        5. the Customer has not paid Enablo the Fees and Expenses in accordance with these
          Terms or the relevant Order, provided that Enablo shall first have given to the
          Customer at least seven days’ notice that the Supplies would be suspended if the
          outstanding sums are not paid in full;
        6. Enablo receives a notice from a third party with a legitimate interest to be
          protected (including any regulatory body) requiring Enablo to cease providing the
          Supplies to the Customer or remove any content the Customer is making available
          through the Supplies. Subject to any contrary legal requirements, Enablo shall
          provide the Customer with a copy of the notice.
      2. Enablo will restore the Customer’s access to the Supplies as soon as reasonably possible
        once the reason for the suspension has been addressed or removed.
      3. If Enablo suspends the supply of any Supply for a period of 15 Business Days or more, it may
        by written notice to the Customer, immediately terminate the Order (in whole or in part)
        that relates to the suspended Supply.

  9. Arbitration
    1. Arbitration
      1. Any dispute that is not resolved within 90 days of the dispute arising must be referred to and finally resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
      2. Notwithstanding anything in this clause 9, a party may at any time commence court
        proceedings in relation to a dispute or claim arising in connection with these Terms or the
        relevant Order where that party seeks urgent interlocutory relief.
    2. General principles
      1. The parties agree that
        1. the seat of the arbitration will be in New Castle County, Delaware;
        2. the number of arbitrators will be one; and
        3. the language of the arbitration will be English.
    3. Award final and binding

      Any award made in respect of arbitration conducted pursuant to this clause
      9 will be final and binding upon the parties.

  10. Non-solicitation
    1. During the Supply Period and the Restraint Period, the Customer will not solicit or
      entice any employee or contractor of Enablo to work for the Customer or any competitor of Enablo’s
      business, unless the Customer obtains Enablo’s prior written consent.
    2. The undertakings contained in clause 10(a) and resulting from any combination of the wording from
      clause 10(b) constitutes a separate and independent provision, severable from the other undertakings
      and enforceable by Enablo separately against the Customer and independently of each of the other
      undertakings. If a court of competent jurisdiction finally decides any such undertaking to be
      unenforceable in whole or in part, the enforceability of the remainder of that undertaking or any
      other undertaking will not be affected.
    3. The Customer agrees that the undertakings contained in clause 10(a) and resulting from any
      combination of the wording from clause 10(b) are no more extensive than is reasonable to protect
      Enablo.

  11. Force majeure

    A party will not be:

    1. in breach of these Terms or an Order as a result of; or
    2. liable for,

    any failure or delay in the performance of its obligations (other than a payment obligation) under these
    Terms or an Order to the extent that such failure or delay is wholly or partially caused, directly or
    indirectly, by a Force Majeure Event, provided that:

    1. that party advises the other party of the details of the Force Majeure Event, and its likely effect
      on the performance of its obligations under these Terms or the Order; and
    2. that party takes all steps reasonably necessary to recommence performance of the affected
      obligations and minimize the delay caused by the Force Majeure Event.

  12. Taxes
    1. Unless otherwise noted on the applicable Order, the Order does not include Taxes and Customer is responsible for payment of all Taxes attributable to each Order.

  13. General
    1. Precedence
      1. If there is any inconsistency between the provisions of this agreement, a descending order
        of precedence will be accorded to:

        1. any Additional Terms incorporated into this document in accordance with clause 2 (in
          relation to the relevant Product or Service only);
        2. these Terms; and
        3. any Order;

        so that the provision in the higher ranked document, to the extent of the inconsistency,
        will prevail.

      2. The parties agree that any standard terms, purchase order terms or similar that are provided
        or made available by the Customer will have no legal effect.
    2. Rights cumulative

      Unless expressly stated otherwise in these Terms, the rights and remedies under
      any indemnity or otherwise provided under these Terms are cumulative and not exclusive of any
      rights or remedies provided by law or any other right or remedy.

    3. Amendments

      An Order may only be amended or varied by written agreement between the parties.

    4. Assignment and novation

      Any rights or obligations of the Customer that arise out of or under an
      Order or these Terms are not assignable or able to be novated or otherwise dealt with by the
      Customer without the prior written consent of Enablo.

    5. Entire agreement
      1. These Terms and the relevant Order supersede all previous agreements about its subject
        matter. These Terms and the relevant Order embodies the entire agreement between the
        parties.
      2. To the extent permitted by law, any statement, representation or promise made in any
        negotiation or discussion is withdrawn and has no effect except to the extent expressly set
        out or incorporated by reference in these Terms and the relevant Order.
      3. Each party acknowledges and agrees that it does not rely on any prior conduct or
        representation by the other party in entering into an Order and these Terms.
    6. Further assurances

      The Customer must do all things necessary to give effect to an Order and these
      Terms and the transactions contemplated by it. Without limiting the foregoing, during the Supply
      Period, the Customer will make available to Enablo adequate information and facilities necessary
      to perform the Supplies.

    7. Governing law and jurisdiction
      1. The laws of the State of Delaware, United States, govern each Order and these Terms.
      2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Delaware, United States and courts competent to hear appeals from those courts.
    8. Severability

      A clause or part of a clause of an Order or these Terms that is illegal or
      unenforceable may be severed from that Order or these Terms (as applicable) and the remaining
      clauses or parts of the clause of the relevant Order or these Terms continues in force.

    9. Subcontracting
      1. Enablo may subcontract the performance of all or any part of its obligations under an Order or these Terms. Enablo remains liable for any breach of its obligations under these Terms or any Order by its subcontractors, as if they were its own acts and omissions.
      2. For the avoidance of doubt, in relation to Resold Products, the Relevant Supplier is not
        Enablo’s subcontractor where the Customer and the Relevant Supplier enter into an Additional
        Agreement.

  14. Definitions and interpretation
    1. Definitions

      In an Order and these Terms:

      Term Definition
      Additional Agreement means any additional agreement indicated in an Order.
      Additional Terms means any additional terms as indicated in an Order.
      Business Days means Monday through Friday, excluding Federal holidays in the United States.
      Commencement Date the date indicated as such in an Order.
      Confidential Information of a party means these Terms, the terms of any Order and any information:

      1. relating to the business and affairs of that party;
      2. relating to the customers, clients, employees, sub contractors or other
        persons doing business with that party;
      3. which is by its nature confidential;
      4. which is designated as confidential by that party; or
      5. which the other party knows or ought to know, is confidential,

      and includes all trade secrets, knowhow, financial information and other
      commercially valuable information of that party, and in the case of Enablo,
      includes any Enablo Material and, in the case of the Customer, includes Customer
      Material.
      Consequential Loss means: loss of profits; loss of revenues; indirect loss; loss of use of the
      Supplies; loss of reputation; consequential loss; loss of actual or anticipated
      savings; lost opportunities, including opportunities to enter into arrangements with
      third parties; loss or damage in connection with claims against the Customer by
      third parties; and loss or corruption of data.
      Customer means Enablo’s counterparty to an Order.
      Customer Material means any material provided by or to which access is given by the Customer to Enablo
      for the purposes of an Order or these Terms.
      Customer Personal Information means any Personal Information provided to Enablo by the Customer or its Personnel in connection
      with any Order.
      Customer Responsibilities means the responsibilities identified as such in an Order.
      Deliverable means a deliverable that Enablo agrees to provide as part of the Enablo Services, as
      specified in an Order (but does not include Enablo Products, Resold Products, Customer Material or
      Third Party Material).
      Delivery Date means the date described as such in the relevant Order.
      Developed Materials means materials (of any nature) created by or on behalf of Enablo in the course of
      providing the Supplies.
      Enablo EULA means Enablo’s end-user licence agreement for Enablo Products at
      https://www.enablo.com/eula.
      Enablo Material means any material provided by or to which access is given by Enablo to the Customer
      for the purposes of these Terms or an Order (but does not include Enablo Products,
      Resold Products or Third Party Material).
      Enablo Products has the meaning given in clause 1.1(b)(iii).
      Enablo Services has the meaning given in clause 1.1(b)(ii).
      Expenses means:

      1. any reasonable travel and accommodation expenses; and
      2. any other expenses agreed in an Order.
      Facebook means Facebook Inc. and its related bodies corporate.
      Fees mean the fees set out in an Order and any other amounts contemplated by these Terms
      as being payable by the Customer to Enablo.
      Force Majeure Event means any occurrence or omission outside a party’s control including a physical
      natural disaster including:

      1. fire, flood, lightning or earthquake;
      2. war or other state of armed hostilities (whether war is declared or not),
        insurrection, riot, civil commotion, act of public enemies, national
        emergency (whether in fact or in law) or declaration of martial law;
      3. national emergency;
      4. epidemic, pandemic, public health emergency, communicable disease outbreak,
        quarantine restriction, and precautionary measures relating to the same;
      5. ionising radiation or contamination by radioactivity from any nuclear waste
        or from combustion of nuclear fuel;
      6. failure of a third party service provider;
      7. failure of a third party to provide a necessary input;
      8. confiscation, nationalisation, requisition, expropriation, prohibition,
        embargo, restraint or damage to property by or under the order of any
        Government Agency;
      9. orders or acts of military, civil authority or Government Agency;
      10. law taking effect after the relevant Commencement Date; and
      11. strike, lock-out, stoppage, labour dispute or shortage including industrial
        disputes that are specific to a party or the party’s subcontractors.
      Government Agency means:

      1. a government or government department or other body;
      2. a governmental, semi-governmental or judicial person; or
      3. a person (whether autonomous or not) who is charged with the administration
        of a law.
      Insolvency Event the occurrence of any one or more of the following events in relation to a party:

      1. it is unable to pay all its debts as and when they become due and payable;
      2. any step is taken to wind up, bankrupt, or appoint an administrator,
        controller, receiver, a receiver and manager, a liquidator or a provisional
        liquidator or other like person to it or any of its assets, operations or
        business (terms used in this term are as defined in the Bankruptcy Act);
      3. it ceases to carry on business or threatens to do so; or
      4. anything occurs under the law of any jurisdiction which has a substantially
        similar effect to any of the events set out in paragraphs (a) to (c) of this
        definition.
      Intellectual Property Rights means all industrial and intellectual property rights, both in the United States and
      throughout the world, and includes any copyright, moral right, patent, registered or
      unregistered trade mark, registered or unregistered design, trade secret, knowhow,
      right in relation to semiconductors and circuit layouts, trade or business or
      company name, indication or source or appellation of origin or other proprietary
      right, or right of registration of such rights.
      Initial Period has the meaning given in clause 2.4(a)(ii).
      Interest means interest on any payment owing under an Order or these Terms calculated:

      1. at the rate which is 2% per month or, if lower, the maximum rate permitted by applicable law; and
      2. daily from the date on which such payment was due to the date on which the
        payment is made (both inclusive) including the relevant Interest.
      Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any
      nature or kind, including all legal and other professional costs on a full indemnity
      basis.
      Order means an agreed order for Supplies that incorporates these Terms, validly executed
      by both parties, in the form required by Enablo from time to time. An Order includes
      any statement of work referred to in that Order.
      Personal Information means any information that can be used to identify an individual, alone or when combined with other personal or identifying information (and includes “personal data” and “personal information” as that term is defined in the Privacy Laws).
      Personnel means a party’s employees, secondees, directors, officers, contractors, professional
      advisers and agents.
      Privacy Laws means all applicable laws and regulations in respect of the processing of Personal Information.
      Relevant Supplier means the relevant supplier of a Resold Product as indicated in an Order.
      Renewal Period has the meaning given in clause 2.4(b)
      Resold Products has the meaning given in clause 1.1(b)(i)
      Restraint Period means 12 months after the relevant Supply Period.
      Supplies has the meaning given in clause 1.1(c).
      Supply Period has the meaning given to it in clause 2.4(b) and includes any period in which the
      Enablo Services are provided.
      Taxes All Federal, state or local sales, use, excise, intangibles, property, privilege or other taxes or assessments, however designated or levied, relating to any Order for Supplies pursuant to this Agreement, exclusive of taxes based on Enablo’s net income.
      Terms has the meaning given to it in clause 1.1(a).
      Third Party Material means Intellectual Property Rights owned or licensed by a third party.