A

Agreement means the agreement between Agilyx and one or more counterparties (for example, a Customer), created by an Order Form or a Statement of Work and incorporating all of the relevant terms as they are found on this website as at the date of execution, as set out on that Order Form or Statement of Work and including any documents incorporated by reference.

Agilyx means the relevant Agilyx entity that is a counterparty to an Agreement with, as specified on an Order Form or a Statement of Work.

B

Business Day means any day that is not a Saturday or Sunday or a public holiday in the location of the Agilyx party to the Agreement, according to the following table:

C

Customer means the counterparty to Agilyx in an Agreement in the Product Agreements, Services Agreements or Support/SLA Agreements category, as specified in an Order Form or a Statement of Work.

Confidential Information means any information, except Customer Data, in any form of media, whether given or acquired directly or indirectly before or after the date of this Agreement, that is by its nature confidential or that is marked, designated or confirmed by the disclosing party as confidential, proprietary or ‘Commercial in Confidence’ at the time of its disclosure.

Customer Data means any information inputted by a Customer or on behalf of a Customer (including by Agilyx under services provided under an MST or otherwise) into a computer system or into a system provided by Agilyx through a Subscription Service under a CSA.

O

Order Form means a document detailing the terms from this website that apply together to form an Agreement, duly executed by its parties.

S

Subscription Service means a software-as-a-service subscription provided to a Customer by Agilyx under a CSA.

Sales Tax means any input/sales/excise tax/duty/custom/fee or any imposition by a government authority on a supply or sale of goods or services in connection with an Agreement for example Goods and Services Tax (GST), Value-added Tax (VAT) and Provincial Services Tax (PST).

Statement of Work means a document describing services to be performed by Agilyx for the Customer created and governed by the terms of the MST.

I

Intellectual Property Rights means all intellectual property rights, at law or in equity, whether or not such rights are registered or capable of being registered, including rights in relation to inventions (such as patents), copyright, designs, rights in relation to trade marks, service marks, design rights, database rights, trade or business names, trade secrets and domain names; any application or right to apply for registration of any of those rights; and all rights of a similar nature which may subsist in a contracting jurisdiction of the parties to the Agreement.

Indexation means, in relation to a fee, charge or rate, application of the indexation rules in the General Terms of Business, as outlined in the ‘Indexation Under Agreements’ clause

L

Law includes any requirement of any statute, rule, regulation, proclamation, order in council, ordinance or by-law whether commonwealth, state, territorial or local, and prudential standards, requirements and approvals (including conditions) of any relevant jurisdiction or a governmental agency, that have the force of law.

R

Related Body Corporate means the relationship between one corporate entity and one or more others, as defined by the relevant law as the case may be in relation to the Agreement. The relevant law is determined by the table below and depends on the Agilyx entity counterparty (and therefore the jurisdiction) in which the Agreement is made.