Terms of Contract

  1. Interpretation and Definitionss
    In these Standard Terms:
    1. the singular includes the plural and vice versa.
    2. a person includes a firm, body corporate, unincorporated association or authority and reference to a person includes their executors, administrators, successors, substitutes and assigns.
    3. a reference to '$' is a reference to Australian dollars.
    4. 'Including' and similar expressions are not words of limitation
    5. Additional Fees means the additional fees as agreed in the Contract.
    6. Background IP means all intellectual property owned or licensed by a Party which that Party makes available, contributes, brings to or uses in connection with the Contract.
    7. Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays or public holidays in Sydney, New South Wales.
    8. Client means any entity signing up to the TransVirtual Transport Management Platform in respect to the Services.
    9. Client Group means the Client and any member of the Client group of companies (including any Related Corporation).
    10. Confidential Information means:
      1. all information and materials of or concerning the Disclosing Party or any of the Disclosing Party’s business or any of the Disclosing Party’s Related Corporation including the shareholders of the Disclosing Party, all commercial, financial, legal and technical information and know-how directly or indirectly related to the business or affairs of the Disclosing Party, or any of the Disclosing Party’s Related Corporation:
        1. which is disclosed (whether orally, electronically, in writing or any other form or media whatsoever and whether disclosed before or after the date of the Contract) by or on behalf of the Disclosing Party to the Recipient or any of the beneficiaries to the Recipient or any of the Recipient’s Representatives; or
        2. which comes to the knowledge of the parties or any of the parties’ Representatives which the parties know is confidential;
      2. all information, materials and documents (in writing, electronic form or in any other form or media whatsoever) at any time made available to a Recipient by a Disclosing Party or its advisers; and
      3. the contents of any discussions or agreements between the parties and their Related Corporation relating to the Services.
    11. Consignment is a “consignment” as identified in the TransVirtual Transport Management Platform and includes items for carriage from a sender to a receiver.
    12. Consignment Fees means the consignment fees payable by Client to RapidTeks in accordance with the Contract and clause 5 of these Standard Terms.
    13. Contract consists of the following:
      1. the terms agreed to by the Client on the TransVirtual Transport Management Platform in respect to the performance of Services, including the services agreement;
      2. the Policies; and
      3. these Standard Terms.
    14. Corporations Act means the Corporations Act 2001 (Cth).
    15. CPI means Consumer Price Index All Groups Australia as measured by the Australian Bureau of Statistics series ID A2325846C.
    16. Data Storage Terms means RapidTeks’ Data Storage Policy located at https://portal.transvirtual.com/Public/Policy/DataStorage. The Data Storage Policy may be modified from time to time in RapidTeks’ sole discretion.
    17. Deliverables means anything that RapidTeks creates or develops for the purposes of providing the Services, including data, datasets, technical materials, drawings, specifications, documents, reports, recommendations or information.
    18. Developer means the person or entity engaged by RapidTeks whom is responsible for true development work, integrations, customisations or new feature developments that are not possible via the TransVirtual Transport Management Platform.
    19. Development Fees means the development fees payable by Client to RapidTeks in accordance with the Contract and clause 5 of these Standard Terms.
    20. Developer Support means all relevant research, quoting, development, implementation, and testing work and Developer Support rates are those rates referred to in RapidTeks’ Support Terms (under the sub-heading ‘Development’).
    21. Disclosing Party means a party that discloses Confidential Information to the other party.
    22. Effective Date means the date on which the Contract commences and is agreed to by the Client.
    23. Fair Use Terms means RapidTeks’ Fair Use Policy located at https://portal.transvirtual.com/Public/Policy/FairUse. The Fair Use Policy may be modified from time to time in RapidTeks’ sole discretion.
    24. Fees means the Consignment Fees and the Additional Fees, as may be applicable and any other fee payable by Client to RapidTeks under the Contract.
    25. Force Majeure Event means:
      1. an act of God;
      2. a strike, lockout or other industrial disturbance;
      3. enemy action, war, blockade, insurrection, riot, civil disturbance, explosion or epidemic;
      4. lightning, earthquake, fire, storm or flood; or
      5. any other act, event or matter beyond the reasonable control of, or incapable of being avoided or overcome through the exercise of due diligence by, any party to the Contract.
    26. Further Term has the meaning given in clause 2.b) of these Standard Terms
    27. GST has the meaning given in the GST Act.
    28. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.
    29. GST Law has the same meaning as in the GST Act.
    30. Initial Termmeans the term described in the Contract.
    31. Intellectual Property Rightsmeans patents, inventions (whether patentable or not), copyrights, moral rights, design rights, designs, drawings, specifications, studies, calculations, work product, technical documents, documentation, recommendations, reports, records, Deliverables, sketches, shop drawing, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, RapidTeks’ names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off. Intellectual Property has the corresponding meaning.
    32. Invoice Period means:
      1. Weekly - a calendar week being the period of seven (7) consecutive days from, and including, Monday of each week
      2. Monthly - a calendar month commencing on the Effective Date of the Contract, and each subsequent month.
    33. Late Payment Fee means an amount equal to 1.5% of any outstanding amount which is due and payable under a Tax Invoice.
    34. Modules means the Optimal Route (ETA) Module, the Form Reports Module, the Equipment Control Module and any other module, each as identified or available through the TransVirtual Transport Management Platform.
    35. Moral Rights means the right of integrity of authorship (that is not to have a work subjected to derogatory treatment), the right of attribution of authorship of a work, and the right not to have authorship of a work falsely attributed, which rights are created by the Copyright Act 1968 (Cth) and any other moral right capable of protection under the laws of any applicable jurisdiction.
    36. Paid Support means email, ticket, prebooked telephone and remote (via screenshare) assistance, staff training, project planning/implementation management, and integrations/EDI services referred to in the Support Policy as ‘PAID’ under the sub-heading ‘Support Options’.
    37. Party means a party to the Contract.
    38. Policiesmeans the policies incorporated into the Contract and the Support Terms, Privacy Terms, Fair Use Terms and Data Storage Terms.
    39. Priority Supportmeans on demand (no booking) telephone and remote (via screenshare) assistance or staff training services referred to in the Support Policy as ‘PRIORITY’ under the sub-heading ‘Support Options’.
    40. Priority Support Feesmeans the fees payable for the Priority Support.
    41. Privacy Terms means RapidTeks’ Privacy Policy is located at https://portal.transvirtual.com/Public/Policy/Privacy. The Privacy Policy may be modified from time to time in RapidTeks’ sole discretion.
    42. Project IP means all intellectual property created, discovered or coming into existence as a result or, for the purpose of, or in connection with the performance of the Contract.
    43. Rapidteks means RapidTeks Pty Ltd (ACN 081 715 504).
    44. Recipient means a party that receives Confidential Information from a Disclosing Party.
    45. Related Corporation means a “related body corporate” as that term is defined in the Corporations Act.
    46. Relevant Review Date means every 12 months from the Effective Date, until the Contract is terminated in accordance with clause 2.b) or 8 of these Standard Terms.
    47. Representatives means any partners, directors, officers, employees and other agents or advisers of the parties.
    48. Services means the services to be supplied/provided by RapidTeks to Client being the provision of access to the TransVirtual Transport Management Platform to the Client by RapidTeks, including access to the Modules, SMS messaging, Paid Support, Priority Support and Developer Support.
    49. Standard Terms means these standard terms and conditions that form part of the Contract.
    50. Support Terms means RapidTeks’ Support Policy located at https://www.transvirtual.com/support-policy/. The Support Policy may be modified from time to time in RapidTeks’ sole discretion.
    51. Tax Invoice means an invoice in a form that is valid under any applicable law of the jurisdiction in which a liability to pay GST is imposed, claimed, levied or assessed.
    52. Term means the Initial Term and any extension of the Contract for a Further Term in accordance with clause 2 of these Standard Terms
    53. TransVirtual Transport Management Platform means the service provided via https://www.transvirtual.com and any associated mobile applications.
  2. Term
    1. On and from the Effective Date, RapidTeks will provide Client with the Services for the Term in accordance with the terms of the Contract.
    2. After the completion of the Initial Term, the Contract will automatically renew for additional one-year terms (Further Term) unless either Party gives the other Party written notice not less than 30 days prior to the end of the:
      1. Initial Term; or
      2. any Further Term,
      to terminate the Contract.
    3. Client agrees to accept and use the Services in accordance with the Contract and all applicable federal, state and local laws.
  3. Performance and Delivery
    1. RapidTeks will deliver/provide all Services at the time, place, and in the manner, stated in the Contract.
    2. RapidTeks may sub-contract the performance of the Services without the consent of Client and RapidTeks will remain principally liable for the performance of the Contract.
  4. Client undertakings
    1. Client represents, warrants and undertakes to RapidTeks that:
      1. all information and communications it provides in connection with the Contract or Services are complete and accurate;
      2. it will comply with all applicable laws;
      3. it will comply with all of RapidTeks’ Policies, standards, guidelines and controls as notified to Client from time to time;
      4. it has read and understood all RapidTeks’ Policies; and
      5. it will review all RapidTeks’ Policies on a monthly basis from the Effective Date until the Contract has been terminated by either RapidTeks or the Client.
  5. Fees
    1. The Client agrees to pay the Fees calculated in accordance with the Contract and any other fees notified to the Client from time to time in connection with additional Modules or Services offered to the Client.
    2. In respect of Developer support:
      1. Client acknowledges and agrees that any implementation tasks, integrations, customisations or new feature developments that requires a Developer will be charged as an Additional Fee (in accordance with the Support Terms) as set out in the Contract.
      2. Any work to be completed by a Developer in accordance with clause 5(d)(i) will be prioritised, scheduled, and completed at the sole discretion of RapidTeks.
      3. Client agrees to pay the Development Fees in accordance with the terms of the Contract.
    3. Any assistance that RapidTeks provides to Client in connection with acceptance testing performed by the Client will be charged as an Additional Fee in accordance with the Contract (and the Support Terms) and Client agrees to pay this Additional Fee in accordance with the terms of the Contract.
  6. Fee Reviews
    1. RapidTeks, at its sole discretion, may increase any of the Fees:
      1. on the Relevant Review Date; or
      2. 30 days after giving notice of the change to Fees to the Client.
    2. Rapidteks, at its sole discretion, may increase any of the Additional Fees every 12 months from the Effective Date, until the Contract is terminated, with such annual increase to be the increase in CPI since the last Additional Fee increase (or if there has been no Additional Fee increase during the Initial Term, since the Effective Date).
  7. Invoices and payments
    1. RapidTeks will ordinarily invoice Client at the end of each week unless otherwise agreed in the Contract (or any other time that RapidTeks deems appropriate).
    2. Tax Invoices (and Fees plus applicable GST) must be paid by Client within fourteen (14) days after receipt of the Tax Invoice, unless otherwise agreed in the Contract.
    3. Payment of a Tax Invoice by Client is to be made via credit card payment or direct transfer to the bank account nominated by RapidTeks and specified on the Tax Invoice.
    4. If Client fails to pay any Tax Invoice in accordance with the Contract, the Client acknowledges and agrees that RapidTeks may:
      1. at its sole discretion, charge Client a Late Payment Fee and such Late Payment Fee will be due and payable for the next Invoice Period; and
      2. suspend the provision of any Services to Client after providing no less than 14 days’ notice to Client of its failure to pay any outstanding amount and such outstanding amount remains unpaid at the end of that 14 days’ notice.
  8. Termination
    1. Without limiting any other rights or remedies, RapidTeks may, by notice in writing to Client, terminate the Contract immediately if Client:
      1. becomes insolvent or ceases to be able to pay its debts as they become due, or enters into liquidation or administration;
      2. commits any material breach of any provision of the Contract; and/or
      3. fails to pay any amount owed under a Tax Invoice within the Invoice Period.
    2. If the Contract is terminated under this clause 8:
      1. the parties are relieved from future performance, without prejudice to any right of action that has accrued at the date of termination;
      2. rights to recover damages are not affected; and
      3. Client must return all RapidTeks’ Confidential Information to RapidTeks.
      4. Client will be liable to pay RapidTeks all outstanding Fees incurred up to, and including, the date of termination.
    3. The following clauses survive the termination or expiry of the Contract: clauses 5, 9 10, 11, 14 and 15 and any other clause providing an indemnity from one Party to the other.
  9. Taxes
    1. In this clause 9, the expressions adjustment note, consideration, GST, supply, tax invoice, supplier, recipient and taxable supply have the meanings given to those expressions in the GST Act.
    2. Unless otherwise expressly stated, the consideration to be provided or payment obligation under the Contract is exclusive of GST.
    3. Despite any other provision in the Contract, if GST is imposed on any supply made under the Contract, the Client must pay to RapidTeks an amount equal to the GST payable on the supply.
    4. The Client must pay the amount referred to in clause 9.d) in addition to and at the same time as payment for the supply is required to be made under the Contract.
  10. Confidentiality
    1. Each Party must keep confidential all Confidential Information given to it by the other Party in connection with the Contract unless the receiving Party has obtained the written consent of the disclosing Party to disclose any such Confidential Information (which consent may be withheld by the disclosing Party in its discretion) or disclosure is allowed under clauses 14.c)4 and 14.d).
    2. A Party must not use Confidential Information of the other Party (including duplicating, reproducing, distributing, disseminating or directly or indirectly deriving such information) unless it has the prior written consent of the other Party.
    3. A Party must only disclose Confidential Information of the other Party to its employees, associates, representatives and professional advisors provided such persons are bound to the confidentiality obligations under the Contract. Each Party agrees to be responsible for the acts and omissions of its employees, associates, representatives and professional advisors to whom it discloses the Confidential Information.
    4. The obligations of confidence under this clause do not apply to Confidential Information which has become generally available to the public (other than arising from a breach of this clause 10) or disclosures required by law.
    5. Client indemnifies RapidTeks for any losses that may be incurred by RapidTeks in connection with any breach of this clause 10 by Client or its employees, associates, Representatives and professional advisors.
    6. Client must not make any public announcement about entering into the Contract or its contents without RapidTeks’ prior written approval of the announcement and its wording.
    7. Client agrees that any written (or other) instructions, drawings, notes, memoranda or records relating to the Confidential Information which comes into Client’s possession by any means whatsoever will be deemed to be the property of the RapidTeks. Such property of RapidTeks, other than any Confidential Information which the party in possession of such is obliged to retain in terms of any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body, shall be surrendered to RapidTeks.
  11. Intellectual Property
    1. All Intellectual Property created under the Contract and relating to the Services is, from the time of creation, owned by RapidTeks.
    2. Client must not use, disclose, copy or reproduce that Intellectual Property except for the purposes of the Contract.
    3. Client must at all times indemnify RapidTeks, its officers, employees and agents, from and against all loss, damage, costs (including legal costs and expenses on a solicitor/own client basis), compensation and expenses arising out of the infringement or alleged infringement of any Intellectual Property Rights, by reason of the purchase, possession or use of the Services or the outcomes of the Services by Client.
    4. Client must not use RapidTeks’ name or logos in any publication or announcement without obtaining RapidTeks’ prior written consent.
    5. Subject to the Contract, a Party’s Background IP remains vested in that Party.
    6. Client assigns to RapidTeks all Project IP upon the creation of that Project IP.
    7. Client must:
      1. not register or seek to register any of the Intellectual Property without the written prior consent of RapidTeks;
      2. not cause any of the Intellectual Property to be prejudicially affected or contested;
      3. use the Intellectual Property only in the manner prescribed by RapidTeks and in accordance with the Contract;
      4. not make any alterations to the Intellectual Property;
      5. not interfere with or inhibit the authorised use of the Intellectual Property by RapidTeks; and
      6. advise RapidTeks immediately of any infringement, potential infringement or challenge of the rights of RapidTeks in the Intellectual Property by a third party and take all reasonable action to stop or prevent further infringement.
    8. For the avoidance of doubt, Client acknowledges that by entering into the Contract, Client does not acquire any rights to, or rights of ownership over, the Intellectual Property and is merely granted a right to use such part or parts of the Intellectual Property as RapidTeks shall in its absolute discretion determine to be necessary.
    9. In the event that any Intellectual Property is created or discovered by Client in the course of using the Services or which in any way arises from, or in connection with, the Services, Client:
      1. must immediately report (and provide full details of) any Intellectual Property to RapidTeks;
      2. will, at the request of RapidTeks, take all reasonable action necessary to transfer to RapidTeks any interest of Client in the Intellectual Property; and
      3. must do all such acts and things and sign and execute all such documents and deeds as are requested by RapidTeks to enable RapidTeks to have the full ownership and benefit of any such Intellectual Property.
    10. Until full ownership of all Intellectual Property (as contemplated in clause 11i) of these Standard Terms) is vested in Rapidteks, Client acknowledges and agrees that RapidTeks will have a royalty free licence to use and allow other clients to use any such creation or discoveries and Client will take all steps, do all things and sign all necessary documents to ensure that such licence is granted to RapidTeks.
    11. For the avoidance of doubt, Client:
      1. agrees to assign to RapidTeks all existing and future Intellectual Property rights and all inventions, models, designs, drawings, plans, software, reports, proposals, processes and other materials conceived, created or generated by Client during the Term (whether alone or with RapidTeks, its other employees or contractors) for use of by RapidTeks; and
      2. acknowledges that by virtue of this clause all such existing rights are vested in RapidTeks and, on their creation, all future rights will vest in RapidTeks.
    12. The assignment in clause 11k)i is:
      1. without restriction as to use or a territory;
      2. in perpetuity; and
      3. effective without any further payment to Client whether by way of royalty or otherwise inconsideration for the assignment.
    13. To the maximum extent permitted by law, Client agrees to:
      1. transfer to RapidTeks any Moral Rights to which they are entitled in relation to any such Intellectual Property;
      2. to the extent that such Moral Rights cannot be transferred, waive such Moral Rights; and
      3. consent to RapidTeks using, modifying and adapting any such Intellectual Property in any manner whatsoever without Client’s consent or recognition.
  12. Grant of License
    1. RapidTeks grants to Client during the Term and subject to timely and full payment of all Fees under the Contract: (i) a non-exclusive, non-transferable, right and license to access and use RapidTeks’ website and the Services; and (ii) a non-exclusive, worldwide, and perpetual license to perform, display, and use the Services on any mobile device.
    2. Nothing in these Standard Terms confers on Client any right of ownership in the software including any derivative works or improvements based on content Client may post of RapidTeks’ website.
    3. Should Client post any content on RapidTeks’ website, Client expressly grants to RapidTeks a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, publicly perform, publicly display and make derivative works of all such content, in whole or in part, in any form, media or technology whether known or hereafter developed, for use in connection with the Services.
  13. Client’s account and information
    1. RapidTeks may seek to publish information (other than Client’s Confidential Information) in respect of the provision of the Services to Client and Client agrees that RapidTeks may publish such information.
    2. Client will be responsible for all activities that occur under Client’s account or using its password.
    3. Client is solely responsible for maintaining the confidentiality of its account and password and for restricting access to any applicable computer.
    4. Client agrees to accept responsibility for all activities that occur under Client’s account or password.
    5. If Client have reason to believe that the account is no longer secure (for example, in the event of a loss, theft or unauthorised disclosure or use of Client’s account ID, password, or any credit, debit, or charge card number), Client will immediately notify RapidTeks.
    6. Client will be liable for the losses incurred by RapidTeks or others due to any unauthorised use of Client’s account.
    7. Client is solely responsible for any use and content accessed by clients of Client if you set up a sub-account for them and allow them access to a portion of the account and Client agrees to hold RapidTeks harmless against any third party claims arising out of the creation and use of such 'sub-accounts'.
    8. Client acknowledges and agrees that Client is solely responsible for the content and information that is available to and accessible by each of its clients, including whose data they have access to.
    9. Client’s information will be subject to RapidTeks privacy policy which is subject to change from time to time without notice. By agreeing to these terms, Client acknowledges that Client has reviewed and agrees to RapidTeks’ privacy policy.
    10. Client agrees that it will not contribute any data, content or user submission or otherwise use or interact with the Services in a manner that:
      1. infringes or violates the intellectual property rights or any other rights of anyone else;
      2. is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
      3. jeopardises the security of Client’s account or anyone else’s;
      4. violates the security of any computer network, or wrongfully obtains any passwords or security information
      5. 'crawls', 'scrapes', or 'spiders' any page, data, or portion of or relating to the Services or Content (through use of manual or automated means) or copies any significant portion of the Content;
      6. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
      7. will be used to sell any goods or services or for any other commercial use not intended by RapidTeks; and
      8. facilitates the provision of unauthorized copies of another person’s copyright work.
  14. Indemnity
    1. Client indemnifies RapidTeks and its officers, employees, agents and customers against all loss, damage, claim, expense or liability incurred in connection with:
      1. Client’s performance or breach of the Contract; and
      2. any negligent or wilfully wrong act or omission by Client or its employees, agents and contractors.
  15. Limitation of liability
    1. Notwithstanding any other provision of the Contract, RapidTeks maximum aggregate liability, whether arising in contract, pursuant to any indemnity, in tort (including negligence), in equity, under any statute or any other legal cause of action, or otherwise arising from or related in any way to the Contract, the provision or its subject matter or the relationship established between the parties by the Contract is limited to aggregate Fees paid or payable by the Client to RapidTeks under the Contract.
  16. Force Majeure
    1. Any Party may give notice to the other Party of the occurrence of a Force Majeure Event which causes that Party to delay in performing, or to become unable to perform, its obligations pursuant to the Contract, excluding the payment of money then due and payable. This notice must be provided within a reasonable period of time.
    2. The obligations of that Party will, following notice of the Force Majeure Event, be suspended during the continuance of that cause, without that party being in breach of or default under the Contract or conferring any right on the other Party to terminate the Contract. Upon completion of the Force Majeure Event, the party that has provided notice under this clause 16 must as soon as reasonably practicable recommence the performance of its obligations under the Contract.
  17. Assignment
    1. Client may not assign or novate the Contract or otherwise transfer the benefit of the Contract or an obligation, right or remedy under it, without the prior written consent of RapidTeks.
    2. Upon written notice to Client, RapidTeks may assign its rights under the Contract at any time to its successors, nominated transferees or assignees, (including, but not limited to, personal guarantees where applicable).
  18. Variation
    1. No variation, modification or waiver of any provision of the Contract shall be of any force or effect unless the same shall be confirmed in writing, signed by the Parties and then such variation, modification, waiver or consent shall be effective only to the extent for which it may be made or given.
  19. Governing Law and Jurisdiction
    1. The Contract is governed by the laws of New South Wales.
    2. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts in respect of any proceedings in connection with the Contract.
    3. Each party waives any right it has to object to an action being brought in the courts of New South Wales including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.
  20. Counterparts
    1. the Contract may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument.
    2. The Contract is binding on the parties on exchange of counterparts. A copy of a counterpart sent by facsimile machine or that is electronically scanned and emailed:
      1. must be treated as an original counterpart;
      2. is sufficient evidence of the execution of the original; and
      3. may be produced in evidence for all purposes in place of the original.
  21. Miscellaneous
    1. If a provision of these Standard Terms is unenforceable for any reason, it shall be read down to the point of severance.
    2. These Standard Terms must not be construed to RapidTeks’ disadvantage merely because it is prepared by them.
    3. A Party’s failure or delay to exercise a power or right does not operate as a waiver of the power or right. A waiver is not effective unless in writing.
    4. The Contract constitutes the entire agreement between the parties in respect of its subject matter and supersedes all other prior agreements, quotation requests, understandings, representations, warranties, promises, statements, negotiations, letters and documents in respect of its subject matter (if any) made or given prior to the date of the Contract.
    5. Any prior terms and conditions, offer document, services agreement (including any acceptance) provided by the Client to RapidTeks in respect of the provision of the Services (or any other document provided by the Client to RapidTeks) are excluded even if any representative of RapidTeks signed those terms and conditions or annexes the terms and conditions to the Contract.
    6. RapidTeks gives no representation or warranty as to the completeness or accuracy of any information provided to Client in connection with the Contract, its performance or the Services.
    7. Client may enter the Contract as principal and/or agent for any member of the Client Group.
    8. Client may purchase the Services for use by another member of the Client Group.
    9. The Contract does not create any exclusive supply relationship between RapidTeks and any member of the Client Group.
    10. If there is any inconsistency between the Contract and any other terms agreed to by the Client and Rapidteks (including the terms and conditions located at https://portal.transvirtual.com/Public/Policy/TermsConditions), unless otherwise agreed, the Contract prevails.
    11. If there is any inconsistency between the terms agreed to by the Client on the TransVirtual Transport Management Platform, the Standard Terms and any of the Policies, the terms/document listed first in this clause prevails.