Terms & Policies

Subscription T&C's

RECITALS

A. Resly owns and operates the Services.

B. The Customer wishes to use the Services offered by Resly for the Fee.

C. Resly agrees to provide the Services to the Customer for the Term. 

D. The parties wish to confirm their obligations as set out in this Agreement. 

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OPERATIVE PROVISIONS

1. Definitions and Interpretation 

1.1 Definitions

The following words have the corresponding meanings in this Agreement unless the contrary intention appears: 

(a) Agreement: means this agreement and includes the Schedules, as varied from time to time.

(b) Business Hours means 9.00am to 5.00pm on a Business Day. 

(c) Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in the Gold Coast, Queensland, Australia.

(d) Commencement Date means the date set out in the Order Form.

(e) Confidential Information means:

(i) In relation to Resly: the Intellectual Property and includes non-public information regarding features, functionality and performance of the Service; and

(ii) In relation to the Customer: means the Property Data.

(f) Claims means all claims, actions, proceedings, liabilities, penalties, demands, actions, suits, judgments, orders, decrees, damages, costs, fees, expenses, compensation and losses.

(g) Customer means the entity set out in the Order Form.

(h) Data Breach means any unauthorised access to, unauthorised disclosure of, or loss of, Personal Information or Property Data held by Resly that is likely to result in serious harm to any individual to whom the information relates.

(i) Data Migration means migration of the following elements from the Customer’s current property management system into Resly’s system: 

(a) Historical or past reservation records (2 year’s worth of historical records, where available); and 

(b) all future reservations. 

(j) Expiry Date means the date this Agreement comes to an end as set out in the Order Form, subject to clauses 4.2 and 17 of this Agreement

(k) Fees means the fees payable by the Customer to Resly, which amounts are set out in the Order Form and Pricing Schedule.

(l) Force Majeure Event means Acts of God, natural disasters (e.g. lightning, earthquakes, storms, floods), wars, riots, explosions, terrorism, vandalism, civil unrest, governmental acts, pandemics (whether declared or undeclared, and including restrictions imposed as a result of a pandemic), injunctions, failures of telecommunication providers or internet service providers; failure of third party suppliers, service providers, or vendors; and any other cause beyond the reasonable control of a party.

(m) Intellectual Property means the software, all intellectual property and proprietary rights, whether registered or unregistered developed, owned, licensed to or used by Resly in relation to its business (including logos or Trademarks) and includes the software to generate such intellectual property and Know-how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.

(n) Know-how means the information or knowhow owned by, in the possession or control of the Resly relating to its business and the Software, its systems, technology and affairs (and whether written or unwritten) including: 

​(i) financial, technological, strategic or business information, concepts, plans, strategies, directions or systems; 

(ii) research, development, operational, legal, marketing or accounting information, concepts, plans, strategies, directions or systems;

(iii) technology, inventions, discoveries, improvements, processes, formulae, techniques, manuals, instructions, source and object codes for computer software, intellectual property rights and technical and historical information relating to them; and 

(iv) customer and supplier information.

(o) Laws includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future and whether state, federal or otherwise,

(p) Notice Address means the current postal and/or email address (as the case requires) of the parties as set out in the Order Form.

(q) Onboarding Fee means the on-off, non-refundable fee payable by the Customer as set out in the Order Form.

​(r) Onboarding Services means setting-up the infrastructure necessary for the Customer to use the Service, which includes setting up an account for the Customer to log into Resly’s server. 

(s) Order Form means the form set out in Schedule 1.

​(t) Personal Information has the same meaning as under the Privacy Act 1988.

(u) PMS Data means the information which at the Commencement Date, Resly can migrate from the Customer’s current property management system, as set out in Annexure A.

(v) Property Data means any data or information collected by Resly in relation to the Customer, including without limitation data concerning guests or tenants, owners, services provided, financial records, and/or business operations entered or extracted from the Customer’s system or database including any information collected during the Term.

(w) Premium Messages means a short message service which enables the Customer to send messages at specified times and/or messages in bulk and which allows the receiver to respond to those messages.

 (x) Pricing Schedule means Schedule 2 of this Agreement which sets out the pricing payable by the Customer in relation to one-off fees and re-occurring monthly amounts.

(y) Privacy Act means the Privacy Act 1988 (Cth) and any other relevant privacy laws (if applicable)

(z) Schedules means Schedule 1 and Schedule 2 attached to this Agreement.

(aa) Services means Resly’s cloud-based property management system and includes all and any software, computer programs, application, document or service, and any related printed, electronic and online documents and files  provided by Resly.

(bb) Standard Messages means a short message service which enables the Customer to send one-way messages (i.e. replies cannot be received) to Australian numbers, with a maximum 160 characters per message.

(cc) Subsequent Term means the further term of one year, commencing on the day following the Expiry Date.

(dd) Term means the period as detailed on the Order Form. 

(ee) Trademark means the word “Resly” and any other trademarks registered by or which become registerable relating to the Services or the business undertaken by Resly.

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1.2 Interpretation

In this Agreement, unless the contrary intention appears:

(a) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(b) the singular includes the plural and vice versa;

(c) the word person includes a firm, a body corporate, an unincorporated association or an authority;

(d) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes and assigns; 

(e) an Agreement, representation or warranty on the part of or in favour of 2 or more persons binds or is for the benefit of them jointly and severally; and

(f) Headings are inserted for convenience and do not affect the interpretation of this Agreement.

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2. Grant of license to use

2.1 The Customer acknowledges and agrees that Resly owns all right, title and interest in the Services and in all related collateral materials, including domain names, company and business names, trademarks, logos and goodwill in and to the Services and Intellectual Property.

2.2 Resly provides to the Customer a revocable, non-exclusive, limited, non-sublicensable and non-transferable license to use the Services (subject to payment of the Fees) during the Term. 

2.3 The license is personal to the Customer and permits only the Customer (and its users) to use the Services, for the Customer's internal business purposes. The Customer's computer system must be approved by Resly to ensure efficient functionality of the Services.

2.4 The Customer acknowledges and agrees that it’s computer system must be approved by Resly to ensure efficient functionality of the Services.

2.5 If Resly requires, the Customer must include a copyright notice in the form provided stating that the Software is copyright, contains confidential information, or both.

2.6 In using the Services, the Customer agrees that:

(a)It will:

(i) protect and keep secure the Services from access, use, misuse, damage, destruction or misappropriation by unauthorised people; and

(ii) supervise, manage and control the proper use of the Services; and 

(b) It will not:

(i) in any way, copy, duplicate, sell, resell, adapt, exploit, modify, reverse-engineer or decompile in any manner through current or future available technologies, the Service; and

(ii) use or permit or enable the Services to be used for any unlawful, offensive, threatening, or defamatory purpose or manner which infringes on Resly’s intellectual property.

2.7 Where Resly becomes aware of any breach by the Customer or clause 2.3 or 2.6, Resly will be entitled to Terminate this Agreement immediately, in accordance with clause 17 .

2.8 Unauthorised use of the Intellectual Property and Services is a default under this Agreement and an infringement of Resly’s intellectual property. 

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3. Changes to this Agreement of the Services 

3.1 Resly is continually updating and changing its software and related service offering and functionality to best meet the needs of its customers.

3.2 Resly may from time to time update, change or amend the terms of this Agreement and/or the Services during the Term. 

3.3 Resly will not make a change that will require the Customer to pay an additional fee, or which deprives the Customer of a substantial or material benefit of the Services. 

3.4 Resly will notify you by sending an email to your Notice Address and the updates Terms will be located at https://www.resly.com.au/policy  

3.5 Any changes will take effect thirty days after the date the email is sent to the Customer, or at such later time as specified by Resly.  

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4. Term

4.1 The Term of this Agreement is for a period of one year from the Commencement Date and continues until midnight on the Expiry Date, unless terminated in accordance with clause 15. 

4.2 This Agreement will be automatically renewed for successive periods of one year each.  

4.3 If you do not wish the Agreement to be automatically renewed in accordance with clause 4.2, then you must notify us at least 90 days before the relevant Expiry Date (Notification Date).  

4.4 If we do not receive notice from you by the Notification Date, the Agreement will automatically renew on the expiry of the Term for one year and be:

(a) on the terms and conditions of this Agreement, as amended by Resly during the Term; and 

(b) invoiced and payable monthly at Resly’s then standard pricing (as notified to you by Resly); and

(c) otherwise, subject to any Fee increase as a result of your renewal.

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5. SMS Service

Standard Messages

5.1 In addition to the Services, Resly will provide to the customer a Standard Message Service at no additional cost. 

Premium Messages 

5.2 Resly provides Customers with the ability to use Premium Messages, which the Customer may elect to use, at any time during the Term. 

5.3 The fees for the Premium Messages are set out in the Pricing Schedule. 

5.4 The Customer will be invoiced on or about the 8th day of each calendar month for the number of Premium Messages sent for the previous calendar month. 

​All messaging services

5.5 The Standard Messages and Premium Messages are subject to the Customer:

(a) complying with all Laws in relation to sending SMS marketing, including but not limited to compliance with the Spam Act 2003; and

(b) registering an Alphanumeric Sender ID in compliance with the rules and regulations implemented by the Australian and Communications and Media Authority (now or in the future) in order for recipients to immediately recognise the sender, and providing evidence or registration to Resly prior to commencement of that service. 

5.6 Resly may suspend or terminate the Standard Messages and Premium Messages if it reasonably believes that the either have been used or connected with fraudulent, illegal or immoral purposes or contrary to any Laws.

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​6. License Fee

6.1 The Customer is required to pay:

(a) any On-Boarding Fees within 7 days of the date of invoice, and in any event, prior to commencement of the On-Boarding Services;

(b) the Fees on the first day of each month; and 

(c) any invoice issued in relation to the Premium Messages in accordance with clause 5.4, within 7 days of the date of the invoice.  

6.2 The Fees will be increased annually on the anniversary of the Commencement Date during the Term and any Subsequent Term by 5%. 

6.3 The Customer acknowledges and agrees that:

(a) The Fees are not refundable due to change of mind, including where you choose to reduce or cease your use of the Service during the Term. 

(b) The Fees are payable by calendar monthly instalments on the 1st day of each month. Each monthly instalment is:

(i) a partial payment of the full amount of the Fee; and 

(ii) not a severable payment for the use of the Service for the instalment period. 

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7. GST

7.1 The Customer must in addition to the Fees pay a further amount equal to Fees multiplied by the statutory rate of GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999) prevailing at the time of payment.

7.2 Unless otherwise expressly provided as being “GST inclusive” all Fees are exclusive of any applicable GST.

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​8. Onboarding 

8.1 Resly will provide the On-Boarding Services and Data Migration to the Customer 4 weeks prior to the commencement date or another date, as agreed by the parties. 

8.2 Resly will do its best to migrate the PMS Data. The Customer acknowledges that in some cases, Resly may be restricted by the Customer’s current operating system, as to how much data can be migrated. The Customer understands that Resly has no control over the restrictions set by the Customer’s current operating system.

8.3 The Customer acknowledges and agrees that:

(a) historical end of month;

(b) historical monthly owner statements; and 

(c) financial reports,

will not be migrated from the Customer’s current system to Resly. Resly will Provide the Customer with the ability to store PDF copies of such information. Resly does not warrant the accuracy of any information migrated from the Customer’s current system. 

8.4 The Customer is responsible for providing the data in .CSV format however Resly will assist in the process.

8.5 Resly will not, under any circumstances, migrate sensitive data, including personally identifiable information and credit card information, in keeping with the Payment Card Industry Data Security Standard. 

8.6 Resly will provide the Customer with a guide on how to export all reservations on the Customer’s current database if requested.

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​9. Support

9.1 During the Term, Resly will provide technical support to the Customer by:

(a) Telephone during Business Hours; or 

(b) lodging a helpdesk request by emailing support@resly.com.au (Helpdesk Request).  

9.2 Resly endeavours to respond to:

(a) All telephone messages it receives as soon as reasonably practicable during Business Hours; and

(b) Helpdesk Requests within 1 – 3 Business Days of the date it receives the request. 

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​10. Property Data

10.1 Resly acknowledges and agrees that Property Data remains the property of the Customer. 

10.2 Resly will provide the Customer with the ability to upload, access and download the Property Data during the Term. 

​10.3 The Customer is solely responsible for:

(a) the content, accuracy, truthfulness, completeness and quality of all Property Data; and 

(b) ensuring compliance with all laws, regulations and requirements in relation to the storage and management of the Property Data.

10.4 The Customer indemnifies Resly for any Claims suffered by it because of a breach of its obligations in clause 10.3.

10.5 Resly is not responsible or liable to the Customer for any unauthorised access to the Property Data nor for any loss or corruption of the Property Data or the costs of recreating or repairing the Property Data. 

10.6 Resly may charge its, then current, standard hourly rates for:

(a) any assistance the Customer requires to extract the Property Data; or

​ (b) where Resly is compelled by law to provide copies of the Property Data or evidence regarding the use of the Service to a third party regarding any proceedings or investigations to which they are a party or subject to.

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11. Two Factor Identification

11.1 The Customer acknowledges and agrees that Resly may implement and require the use of Two-Factor Authentication (“2FA) as a security measure for accessing the Services.

11.2 Where implemented, the Customer must ensure that all users authorised to access the Services:

(a) Enable and maintain 2FA on their Resly accounts at all times; and 

(b) Use a valid second authentication factor (such as a unique code generated by an authenticator app or sent via SMS or email).

11.3 The Customer is solely responsible for:

(a) Ensuring compliance with this clause by its personnel and authorised users;

(b) Maintaining the confidentiality of authentication credentials; and 

(c) Notifying Resly immediately of any suspected or actual unauthorised access to an account. 

11.4 If the Customer or any of its authorised users fail to comply with this clause, Resly may, at its discretion and without liability:

(a) Suspend or restrict access to the Services for the affected users; and/or

(b) Require remedial action to be taken by the Customer as a condition of restoring access.

11.5 Resly shall not be liable for any loss, damage, or unauthorised access suffered by the Customer or any third party resulting from a failure by the Customer or its users to comply with this clause. 

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12. Customer Data Security Obligations

12.1 The Customer must implement and maintain reasonable administrative, physical and technical safeguards to protect the security, confidentiality, and integrity of all data (including Property Data and Personal Information) it accesses or manages in connection with the use of the Services, including:

(a) Complying with all applicable laws;

(b) Include appropriate access controls, user authentication, and encryption where applicable; and 

(c) Ensure that access to the Services and Property Data is limited to authorised personnel only. 

12.2 The Customer is solely responsible for:

(a) The acts and omissions of its users in relation to the Services;

(b) Maintaining the confidentiality and security of its access credentials; and 

(c) Ensuring that all users of the Services comply with the terms of this Agreement. 

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13. Data Breaches

Resly 

13.1 The Customer understands that Resly is required to comply with the Australia Privacy Principles and the Notifiable Data Breach (NDB) Scheme. 

13.2 If Resly becomes aware of a Data Breach or a potential Data Breach, Resly will:

(a) promptly investigate the incident and assess whether it qualifies as an eligible data breach under the Privacy Act; 

​(b) if it is determined to be an eligible data breach, report the breach to the relevant Commissioner and notify the Customer in writing as soon as reasonably practicable with details of the breach. 

13.3 The Customer must:

(a) promptly notify Resly of any suspected data breach affecting Resly’s systems or services that comes to its attention; 

(b) cooperate with Resly to investigate, contain and respond to the breach; and 

(c) comply with its own obligations under the Privacy Act (if applicable) in relation to any affected data. 

13.4 Except to the extend required by law or caused by Resly’s breach of the Privacy Act or this Agreement, Resly is not liable for any unauthorised access, disclosure or loss of data, including where caused by third-party systems or external cyberattacks. 

Customer

13.5 If the Customer becomes aware of or suspects that a Data Breach has occurred in relation to any Property Data or Personal Information held, accessed, or processed in connection with the Services, the Customer must: 

(a) Notify Resly in writing without undue delay, and in any event within 48 hours of becoming aware of the breach;

(b) Provide all relevant details of the breach including:

(i) A description of the incident;

(ii) Types of data involved; 

(iii) Steps taken to contain the breach; and 

(iv) Any known or likely consequences of the breach. 

13.6 The Customer must:

(a) fully cooperate with Resly in investigating the breach and any related regulatory inquiries; and 

(b) Take reasonable steps to mitigate harm and prevent further breaches, including following any reasonable directions given by Resly.

13.7 The Customer is responsible for its own compliance with the Privacy Act.

13.8 To the extent permitted by law, the Customer indemnifies Resly for any loss, liability or expense arising from a breach of this clause or a failure by the Customer to comply with its data protection obligations. 

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14. Limitation of Liability

14.1 Resly warrants that:

(a) it will comply with laws applicable to it as a provider of the Services;

(b) it will use commercially reasonable efforts to keep the Services free of any viruses, malware, or other harmful code; and

(c) it has all rights (including intellectual property rights) to permit the Customer access and use the Services in accordance with this Agreement.

14.2 The Customer acknowledges and agrees that:

(a) Resly provides the Services to the Customer subject only to the terms, conditions and warranties expressly contained in this Agreement, and those imposed by Law which cannot be excluded. All other terms, conditions and warranties, whether express, implied or imposed, are excluded;

(b) the Services have not been specifically designed or tailored for the Customer, and that the Customer is responsible for ensuring that the Service will meet its requirements and will achieve the results that it wishes to achieve from use of the Services.

(c) Resly does not guarantee that the Services will always function without disruptions, delays or imperfections; and

14.3 The Customer is responsible for ensuring that it has the software, hardware and other systems or infrastructure required to access and use the Services.

14.4 The Customer should be aware that certain guarantees may be conferred on is under the Australian Consumer Law. Nothing in this agreement limits, excludes or modifies any terms, warranties or guarantees that are conferred on you under the Australia Consumer Law and which it is unlawful under the Australian Consumer Law to exclude (Non-Excludable Term).

14.5 If it is legally permitted to do so, where Resly is liable for a breach of any such Non-Excludable Term, then Resly limits its liability to the following: 

(a) the supplying of the services again; or 

(b) the payment of the cost of having the services supplied again.

14.6 Except to the extent of Resly’s liability under a Non-Excludable Term, neither Resly nor you shall be liable to the other for any:

(a) damages for loss of business profits, loss of revenue, loss of goodwill, loss of business opportunity, loss of data, work stoppage, computer failure or malfunction; or 

(b) indirect, incidental, consequential, special, exemplary, or punitive damages, whether under a theory of contract, warranty, tort (including negligence), or otherwise, even if the other party has been notified of possible damages; and

(c)  in no event shall either party’s total aggregate and cumulative liability for any and all claims of any kind arising as a result of or related to the Services provided, exceed the sum of the Fees actually paid by the Customer for a one-year period immediately preceding the date the cause of action arose.

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15. Confidentiality 

15.1 The parties shall keep confidential all Confidential Information owned by or pertaining to each other and not disclose and 

Confidential Information to any third party except:

(a) to employees, legal advisers, auditors and other consultants of the party or its related bodies corporate requiring the information for the purposes of this Agreement; or

(b) with the consent of the party who supplied the information; or

(c) if required by law or a stock exchange; or

(d) if strictly and necessarily required in connection with legal proceedings relating to this Agreement; or

​(E) if the information is generally and publicly available other than because of a breach of confidence by the person receiving the information.

15.2 The Customer must keep the terms and conditions of this Agreement, including the Fees confidential. 

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16. Suspension of Services

16.1 Resly reserves the right to suspend the Customer’s access to the Services if:

(a) There is a breach of this Agreement; 

(b) The Fees become overdue for a period of 30 days after becoming payable;

(c) The Customer transfers it’s business; 

(d) There is a change in management, until such time as the new management team enter into Resly’s then current agreement for the provision of the Services. 

(e) A notice of termination has been issued in accordance with clause 15, until such time as all amounts outstanding, are paid to Resly, by the Customer. 

16.2 Resly will lift any suspension once it is satisfied, acting reasonably, that the basis for the suspension has been remedied. 

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17. Termination

Termination by Resly

17.1 Resly may terminate this Agreement by giving written notice to the Customer as follows:

Reason:

Period of notice/termination:

(a)  for any reason

by providing 30 days’ notice of such termination.

(b)  where the Customer breaches this Agreement and, where such breach is capable of rectification, fails to rectify the breach after 7 days’ written notice to do so (Breach Notice): by providing notice at any time following the date which is 10 days’ after the date of the Breach Notice.

(c)  where the Customer is in breach of this Agreement where such breach cannot be immediately remedied and is likely to cause damage to Resly, its Services or its reputation in anyway: Immediately, on the date of the notice.

Termination by the Customer

17.2 The Customer may terminate this Agreement by giving 90 days’ written notice to Resly of its desire to terminate the Agreement.

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18. Effect of termination

18.1 Where this Agreement is terminated by:

(a) the Customer, during the Term, Resly will become immediately entitled to payment of the balance of the Fees which would otherwise be payable for the remainder of the Term;

​(b) either party:

(i)prior to the Expiry Date of the first Term, Resly will become immediately entitled to repayment of any Incentive Payment; 

(ii) at any time, Resly will provide one Business Day to the Customer to transfer or export its Property Data, following which, the Customer will no longer have access to the Property Data held by Resly pursuant to this Agreement. 

18.2 The Customer must ensure that the Customer and any of its employees, contractors or subcontractors:

(a) cease all use of the Services on and from the Expiry Date; and

(b) within 2 Business Days of the Expiry Date, returns to Resly all Confidential Information and Software which is in the Customer’s possession or control; and 

(c) If requested by Resly, to the extent any Confidential Information or Service is stored electronically, permanently uninstall, delete and erase any and all copies of the Services from all of its Systems and extract any data within 14 days of the Expiry Date and take any and all steps necessary to ensure that neither you nor anyone through you continues to have or use any part of the Services, and if requested, confirm in writing that this has been completed. 

18.3 Resly may:

(a) on the Expiry Date, deactivate the Customer’s access to the Services

​(b) at any time after 30 days of the Expiry Date, delete the Customer's account

18.4 The Customer indemnifies Resly against all loss, damage, Claims and injury suffered as a result of a breach of this Agreement by the Customer or as a result of the termination of this Agreement. 

19. AI and Automation disclaimer

19.1 Where the Services include automated, algorithmic or AI-powered features, such features are provided for convenience only. The Customer remains solely responsible for verifying the accuracy and appropriateness of all outputs and decisions made using the Services. 

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20. Privacy

20.1 Resly may collect personal information in connection with the Services. That personal information will be treated in accordance with our Privacy Policy, which is available at www.resly.com.au/policy. 

20.2 From time-to-time Resly may call or contact the Customer about its account, or receive calls from the Customer. Resly may record those calls and contacts, and store those records, in accordance with its Privacy Policy and subject to applicable laws.

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21. Notices

21.1 Any notice given or made under this Agreement must be:

(a) clearly readable; 

(b) signed by the party giving or making it (or signed on behalf of that party by its authorised  representative); and

(c) delivered in one of the following ways:

(i) delivered personally; or 

(ii) posted to the Notice Address of the party, where it will be treated as having been received on the second Business Day after posting; or

(iii) sent by email to the Notice Address, where it will be treated as received when it enters the recipient’s information system and the sender does not receive an error message.

21.2 A party may change the address or email address for notices for the purpose of service by giving notice of that change to the other party in accordance with this clause.

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22. Counterparts

22.1 This Agreement may be executed (by email or otherwise) of signed counterparts, which, taken together, shall constitute one and the same Agreement. 

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23. Warranty of Authority

23.1 Each person signing this Agreement:

(a) As attorney for any party, warrants to the other parties that at the date of execution by him or her, he or she has not received any notice or information of the revocation of the power of attorney appointing him or her; and 

(b) As an authorised officer, agent or trustee of any party, warrants to the other party that at the date of execution by him or her, he or she has full authority to execute this Agreement in that capacity. 

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24. Relationship

24.1 Nothing in these terms shall be construed as creating a joint venture, partnership, agency, employment, franchise, trust or other relationship between the parties.  Neither party shall have the right, power or authority to create any obligations or duty, express or implied on behalf of the other party. 

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25. Governing Law

25.1 This Agreement is governed by the laws in force in Queensland and each party irrevocably submits to the Courts of Queensland.

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26. Resolution of Disputes

26.1 The parties will use their best endeavours to resolve any disputes which arise between them in connection with this Agreement.

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27. General

27.1 Entire Agreement

(a) This Agreement is the entire Agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter. 

(b) Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this Agreement except as expressly provided in this Agreement.

27.2 Variation

This Agreement may only be varied by written agreement signed by each of the parties, unless stated otherwise in this Agreement. 

27.3 Assignment

The Customer may not assign this Agreement or a right under this Agreement.

27.4 Costs

Each party agrees to pay its own costs and expenses in connection with the preparation, negotiation and execution of this Agreement.

27.5 Severability

If any provision of this Agreement is held to be unenforceable, invalid or illegal, the provision will be read down to the extend necessary to avoid that result and if the provision cannot be read down, it will be severed without affecting the validity and enforceability of the remainder of this Agreement. 

27.6 Exercise of Rights by Resly

(a) Resly may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy.  

(b) A single or partial exercise of a right, power or remedy by Resly does not prevent a further exercise of that or of any other right, power or remedy. 

(c) Failure by Resly to exercise or delay in exercising a right, power or remedy does not prevent its exercise.

27.7 Antecedent Breaches

The expiry or termination of this Agreement does not affect the rights of the parties for a breach of this Agreement prior to the expiry or termination of this Agreement.

27.8 Survival

Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement. 

27.9 No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement. 

27.10 Force Majeure

Neither party shall be responsible for any interruption, delay, or other failure to perform an obligation under this Agreement (other than an obligation to pay the Fees or other money) that is caused by a Force Majeure Event.