Cilantro End User Licence Agreement

1. Agreement

1.1  This Agreement sets out the terms and conditions upon which Taco Technologies (ABN 75 629 286 700) (Taco) agrees to licence the application known as ‘Cilantro’ (Application) to its customers (you). 

1.2  You accept this Agreement and agree to be bound by it when you (or someone acting on your behalf): 

1. 1. enter into a binding Purchase Order for the Application;  
   2. install or use of the Application for the first time, or
   3. upload the licence file during the Cilantro IO setup process and click “Confirm”,  

whichever is the first to occur.  

1.3  If you are entering into this Agreement on behalf of an entity, then you represent and warrant that you have the legal authority to bind that entity to this Agreement. If you do not agree to the terms of this Agreement then you cannot use the Application. 

1.4  This Agreement is the entire agreement between you and Taco in respect to the Application. Any terms and conditions set out in a Purchase Order or any other document do not amend or alter the terms and conditions of this Agreement unless Taco has expressly agreed to a term of this Agreement being amended. 

2. Subscription

2.1  Subject to your payment of the Subscription Fee to Taco or the applicable Reseller and your compliance with the terms of this Agreement, Taco grants you a non-exclusive, non-transferable and non-sublicensable (except as permitted in clause 2.3) licence for the Subscription Period to install, use and reproduce the Application (including any New Releases) and Documentation for your internal business purposes. A ‘reproduction’ of the Application and Documentation includes making a reasonable number of copies for the purposes of backup, business continuity and disaster recovery.  

2.2   Your rights in the Application are limited to those expressly granted under this Agreement.  Taco reserves all rights and licences in and to the Application not expressly granted to you under this Agreement. 

2.3  You may sub-licence the Application and Documentation, on the terms set out in this Agreement, to the following persons (each a Sub-Licensee): 

1. 1. your Affiliates, if any, named in the applicable Purchase Order (Named Affiliates); 
   2. third party contractors engaged by you or your Named Affiliates to manage and support you      or your Named Affiliates’ applications and infrastructure, including Third Party Products, Devices and Payment Terminals (Service Providers) ; and 
   3. third party cloud service providers engaged by you or your Named Affiliates to host the Application for you and your Named Affiliates use (Cloud Providers), 

provided that such sub-licence shall terminate upon a Named Affiliate ceasing to be your Affiliate or a Service Provider or Cloud Provider ceasing to provide services to manage and support or host you or your Named affiliates’ applications. Your Sub-Licensees are not permitted to sublicense the Application or Documentation. 

2.4  Your Subscription Fee entitles you to receive New Releases of the Application as and when they are made available by Taco. Each New Release is incorporated into and forms part of the Application and the terms of this Agreement apply to all New Releases of the Application.

2.5  You are solely responsible for you and your Sub-Licensees use and operation of the Application in accordance with the terms of this Agreement 

3. New Releases

3.1   You agree to report to Taco any defects or security vulnerabilities discovered in the Application. Taco will take reasonable steps to remedy any defects and security vulnerabilities in the Application but does not guarantee that all defects and security vulnerabilities will be remedied.  

3.2  If Taco advises you that a New Release resolves or partially resolves: 

1. 1. a defect in the Application, you agree to install that New Release within 10 days of Taco’s notification; or 
   2. a security vulnerability in the Application, you agree to install that New Release as soon as reasonably practicable but no later than 24 hours after Taco’s notification. 

3.3   You agree that if you do not install a New Release, Taco will not be liable to you for any loss or damage you suffer in connection with the Application, including for breach of any warranty or under any indemnity in this Agreement where such liability could have been avoided by you installing the New Release.

3.4   You are responsible for installing New Releases. If you require Taco or a Reseller’s assistance to install a New Release, such assistance will be the subject of a separate professional services agreement. 

4.  Open Source Software 

4.1  You acknowledge that the Application is comprised of Taco’s proprietary code and third party open source software identified in the applicable help, notices, about or source files (Open Source Software). The Open Source Software shall be subject to the applicable open source licence(s) and not this Agreement, and is provided by Taco at no charge. For the avoidance of doubt, Taco makes no warranties, express or implied, and will not be obligated under clause 9 (infringement indemnity) with respect to any Open Source Software.

5.  Taco’s responsibilities 

5.1  Subject to clause 4 (Open Source Software), Taco warrants that it is the owner or licensor of the Intellectual Property Rights in the Application and the Documentation and that it is authorised to grant you a licence to the Application and Documentation on the terms set out in this Agreement. 

5.2  During the Subscription Period, Taco will:  

1. 1. ensure the Application performs in all material respects in accordance with its Documentation; and   
      
   2. provide New Releases for the Application from time to time. 

5.3  Taco reserves the right to make substitutions, modifications and improvements to the Application at any time. 

5.4  You acknowledge that Taco does not provide support services under this Agreement and that you will enter into a separate support agreement with a Reseller if you require support for the Application.  

6. Your licence obligations  

6.1  You must not and must not permit any other person to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble, reverse engineer, create derivative works of, modify, sub-license, rent, lease, loan or distribute any portion of the Application or Documentation other than as expressly authorised by this Agreement or expressly permitted by law. 

6.2 You must not use the Application for any illegal, unauthorised or dangerous purpose or permit any act which infringes the intellectual property rights which subsist in the Application.

6.3  You must not use or attempt to use the Application to connect to any unauthorised applications via any means, including API calls or ingesting incorrectly formatted CSV or other files. 

6.4  Except as provided in clause 2, you shall ensure that the Application and Documentation are not modified or made available to any third party through any means including but not limited to uploading the Application or Documentation to a network or file-sharing service or through any cloud service. You shall not commercialise the Application or use the Application to operate a bureau service or process the business of any party other than the Named Affiliates. 

6.5  You will comply with Taco’s instructions for implementation and configuration of the Application and effect and maintain adequate security measures to safeguard the Application and the Documentation from access or use by an unauthorised person. 

6.6  You will ensure that each Sub-Licensee complies with the licensing terms set out in this Agreement and any breach of the licence terms by a Sub-Licensee will be deemed a breach by you under this Agreement. 

6.7  You must keep records relating to your and your Sub-licensees use of the Application and Documentation. At Taco’s discretion and expense, Taco may verify your compliance with the terms of this Agreement. You must provide Taco access to systems on which the Application is installed and any information or documentation that Taco reasonably requests in order to verify your compliance with this Agreement. Taco will comply with your reasonable security requirements in relation to access to any systems on which the Application is installed. 

7. Third-Party Products, Devices and Payment Terminals

7.1  The Application utilises API integration to connect two or more Third Party Products, Devices and Payment Terminals. Taco relies on APIs provided by the vendors of those Third Party Products, Devices and Payment Terminals in order to achieve connection. Taco will take reasonable steps to update the Application for compatibility with the applicable APIs. However, you acknowledge and agree that Taco does not have control over the functionality, performance and availability of third party APIs and accordingly Taco cannot guarantee connectivity between Third Party Products, Devices and/or Payment Terminals. You further acknowledge and agree that Taco is not responsible for the functionality, availability and operation of Third Party Products, Device and Payment Terminals or the compatibility or interoperability of those products, devices and terminals with each other and with the Application. Taco does not assume and shall not have any liability or responsibility to you, your Sub-Licensees or any other person or entity in respect of the functionality, performance, availability or security of any Third Party Products, Devices and Payment Terminals and the connectivity of the foregoing.

7.2  You are responsible for monitoring and verifying input and output data associated with the Application and any Third Party Products, Devices and Payment Terminals (Your Data), back up of Your Data, and for maintaining the required operating environment for the Application and any Third Party Products, Devices and Payment Terminals, including, networks and telecommunication links and maintaining and supporting Third Party Products, Devices and Payment Terminals.

7.3  You acknowledge that the Application is not involved in the processing of payment transactions on a Payment Terminal or in connection with a Device or Third Party Product and the Application does not store or process payment card data.  

7.4  Any fee collected by a payment provider in connection with a Third Party Product, Device or Payment Terminal is unrelated to Taco and does not alter or reduce your obligation to pay the Subscription Fees.  

8. Limited Warranty and Remedies

8.1  Taco warrants that during the Subscription Period the Application will: 

1. 1. perform in all material respects in accordance with its Documentation; 
   2. be provided with reasonable skill and care; and
   3. comply with all laws applicable to Taco’s business.

8.2  Except for warranties set out in this Agreement and those which by law cannot be excluded, Taco makes no other warranty in connection with the Application and the Documentation, including fitness for a particular purpose, merchantability and non-infringement and all other warranties, representations and conditions, express or implied are excluded by Taco. Without limiting the foregoing, you acknowledge that Taco does not warrant that:

1. 1. the Application is error free or that its operation or performance will be error free; 
   2. use of the Application shall be uninterrupted; or 
   3. the Application shall be fit for any particular purpose other than its conformance with the Documentation.

9. Infringement indemnity

9.1  Taco will defend and/or settle any claims brought against you by an unaffiliated third party, that use of the Application by you, in accordance with this Agreement, infringes that third party’s Intellectual Property Rights (Infringement Claim), provided that you: (i) give notice to Taco of the claim as soon as reasonably practicable; (ii) co-operate with Taco and comply with all reasonable directions relating to the defence of the claim, including allowing Taco to control at its cost, the defence and settlement of a claim; and (iii) you do not make any admission, compromise, or settlement of a claim without the prior written approval of Taco, such approval not to be unreasonably withheld.  

9.2  Taco shall not indemnify you under this clause to the extent that the claim of infringement results from: (i) use of the Application other than in accordance with the terms of this Agreement; (ii) modification of the Application by anyone other than Taco or its authorised service providers; (iii) failure to install a New Release that would have prevented the infringement;  (iv) the combination, operation, or use of the Application with any product, data, apparatus, or business method that Taco did not provide or authorise, or the distribution, operation or use of the Application for the benefit of a third party (excluding your Sub-Licensees); (v) any Open Source Software incorporated in the Application; or (vi) any Third Party Product.  

9.3  If you and/or Taco become, or in the opinion of Taco are likely to become, the subject of an Infringement Claim, you agree to permit Taco to enable you to continue to use the Application by modifying or replacing the infringing components with components that are materially equivalent.  If Taco determines that none of these alternatives is reasonably available, Taco’s obligation to provide the Application and your obligation to pay for the Application will be terminated and Taco will provide a commercially reasonable refund to you.  The remedies specified in this clause 9 are the extent of Taco’s liability in the case of an Infringement Claim against you.  

10. Limited Warranty and Remedies

10.1  You indemnify and hold Taco harmless in respect of any loss or damage Taco suffers, or any claim, demand or action commenced by any person against Taco or, for which Taco is liable, together with any costs and expenses (including legal costs of a full indemnity basis), arising from or in connection with:  

1. 1. any breach or misappropriation of Taco’s Intellectual Property Rights by you or your Sub-Licensees;    
      
   2. you or your Sub-Licensees use of the Application other than in accordance with this Agreement; or 
   3. any breach of the terms and conditions of this Agreement by your Sub-Licensees;
   4. any Intellectual Property Rights in any materials which you make available to Taco or in any Third Party Products which you connect to the Application without obtaining the necessary rights and authorisations from the owner of those Intellectual Property Rights 

10.2  You agree that Taco does not have a contractual relationship with your Sub-Licensees and accordingly, you will ensure that any claim that your Sub-Licensees have against Taco in relation to the Application must be brought by you on their behalf. You indemnify and hold Taco harmless in respect of any loss or damage Taco suffers together with any costs and expenses (including legal costs of a full indemnity basis) which Taco incurs in connection with any claim, demand or action commenced or made against Taco by your Sub-Licensees in respect of the Application or Documentation.

11. Performance Limitations

11.1  Taco is excused from any failure to perform its obligations under this Agreement and will not be liable for any claim, including any warranty or indemnity claim, in respect of the Application or Documentation to the extent that such failure to perform or liability arises as a result of: 

1. 1. you or your Sub-Licensees failure to comply with your obligations under this Agreement; 
   2. the Application being used improperly or modified, maintained or repaired by anyone other than Taco or Taco’s authorised service providers;
   3. any part of your or your Sub-Licensee’s environment which is outside of Taco’s control;  
   4. failure of the Application to connect Third Party Products as a result of a modification to or defect in such products;
   5. malware (e.g. virus, worm etc.) not introduced by Taco or any person under Taco’s control; 
   6. failure, unavailability or security vulnerability of your or your Sub-Licensee’s environment or a third party cloud service, not caused by Taco or any person under Taco’s control;  
   7. telecommunications failure or failure of the internet, not caused by Taco or any person under Taco’s control; or 
   8. your failure to install a New Release.

12. Exclusions and limitation of liability

12.1  The Application is provided to you by Taco with the warranties and terms and conditions set out in this Agreement.

12.2  Any recommendation given by Taco in relation to the Application and the Application’s ability to connect Third Party Products is based on information available to Taco at the time the recommendation is given. You are responsible for determining the suitability of the Application to meet your and your Sub-Licensees’ requirements and subject to any obligations Taco owes to you under the Australian Consumer Law, Taco does not accept any liability or responsibility for any loss suffered as a result of your or your Sub-Licensees’ reliance on Taco’s recommendations.

12.3  In no event shall either party be liable for any incidental, special or consequential damages or any lost profits, savings, revenue or goodwill, loss of data, inconvenience, wasted expenditure or loss of use arising under or in connection with this Agreement and whether arising in contract, tort (including negligence), statute, equity or otherwise.

12.4  The aggregate liability of a party in respect of this Agreement, whether arising in contract, tort (including negligence), statute, equity or otherwise is limited, in aggregate, to the total Subscription Fees paid and payable by you (whether paid to Taco or a Reseller) in the 12 months immediately preceding the event giving rise to liability (Aggregate Cap), except in relation to:

1. 1. liability for fraud or wilful misconduct of a party; 
   2. liability for death, personal injury or tangible property damage caused by the negligence of a party;  
   3. breach by you or your Sub-Licensees of your obligations in clause 6; 
   4. your indemnity obligations in clause 10; and 
   5. your liability to pay any amounts due to Taco under this Agreement; and 
   6. Taco’s indemnity obligations in clause 9.

12.5  The liability of each party arising under or in connection with this Agreement and any Purchase Order shall be reduced proportionately to the extent that the other party’s acts or omissions cause or contribute to the loss or damage for which the first party is liable.

13.  Australian Consumer Law

13.1  If the Application constitutes a consumer good or service for the purposes of the Australian Consumer Law, then; 

1. 1. the consumer guarantees apply to the Application and nothing in this Agreement is intended to exclude or modify your rights in respect of those guarantees; and
   2. during implementation of a New Release (which may, amongst other things, repair a defect in the Application), some or all of your stored data may be lost. You must ensure that data has been saved elsewhere prior to implementation of a New Release. (This is a mandatory notice under the Australian Consumer Law).

13.2  To the extent that the Application constitutes a consumer good or service under the Australian Consumer Law but is not of a kind ordinarily acquired for personal, domestic or household use or consumption, Taco’s liability for breach of the consumer guarantees (other than those in Sections 51, 52 and 53 of the Australian Consumer Law) is limited to any one of the following as determined by Taco:  

1. 1. if the Application constitutes a consumer good:
   2. 1. the replacement of the Application or the supply of equivalent goods; 
      2. the repair of the Application; 
      3. the payment of the cost of replacing the Application or of acquiring equivalent goods; or 
      4. the payment of the cost of having the Application repaired; or 
   3. in the case of Services, to any one of the following as determined by Taco:
   4. 1. the supplying of the services again; or 
      2. the payment of the cost of having the service supplied again.

14. Terms and Termination

14.1  The term of this Agreement shall commence on the earlier of the date specified in the applicable Purchase Order or the date on which you first use the Application and will continue for the Subscription Period unless terminated earlier in accordance with this clause 14.

14.2  If you cancel this Agreement prior to expiry of the Subscription Period (other than in accordance with clause 14.3 or 14.4) you shall be liable to pay all Subscription Fees up to and including the expiry date of the Subscription Period, whether or not you choose to use the Application and Documentation up to the expiry date. 

14.3  Either party may terminate this Agreement immediately by notice in writing if the other party is in breach of its obligations (including payment obligations) under this Agreement and such a breach is not remedied within fourteen (14) days of being notified of the breach by that Party. 

14.4  Either Party may immediately terminate this Agreement by providing the other Party written notice, if that other Party: 

1. 1. becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration or bankruptcy; or 
   2. ceases or threatens to cease conducting its business in a normal manner.
   3. Where you have failed to remedy a breach in accordance with clause 14.3, Taco may suspend, terminate or alter your and/or your Sub-Licensees’ licence rights under clause 2; and

14.5  Upon termination of this Agreement or expiry of the Subscription Period, the Application will be deactivated and you will uninstall and delete all copies of the Application. 

14.6  In the event that Taco terminates this Agreement in accordance with clause 14.3 or 14.4 all invoices will become immediately due and payable.     

14.7  All other provisions that, by their nature, are intended to survive termination of this Agreement, will survive termination and expiry of this Agreement.

15. Fees and Payment

15.1  Your right to receive and use the Application, New Releases and Documentation during the Subscription Period is conditional on Taco or the applicable Reseller receiving payment of the Subscription Fees. 

15.2  Taco or the applicable Reseller will invoice the Subscription Fees to you in the manner specified in the Purchase Order and if not specified, Taco or the Reseller may invoice you in advance, in instalments or in arrears, as Taco or the applicable Reseller chooses. 

15.3  Unless otherwise specified in a Purchase Order, all Subscription Fees are expressed as a GST exclusive amount. Where a party makes a taxable supply (supplier) to another party (recipient), the recipient must pay to the supplier an additional amount equal to the GST, payable at the same time as the payment for the supply, subject to the recipient receiving a tax invoice. Terms used in this paragraph have the meanings given to them in the A New Tax System (Products and Services Tax) Act 1999 and any other applicable legislation governing GST.

15.4  You may not deduct from amounts due to Taco or the applicable Reseller any amount payable by you on account of withholding tax.

15.5  Unless otherwise specified in the applicable Purchase Order, you must pay invoices within thirty (30) days of the invoice date.

15.6  If any invoice is due but unpaid, Taco may suspend your and/or your Sub-Licensees’ licence rights until overdue amounts are paid in full.

15.7  Taco may apply any payment received from you to any amount owing by you to Taco under any Purchase Order or other agreement.

15.8  If you believe Taco is in breach of this Agreement or that the Application is defective, you are entitled to notify Taco in accordance with the dispute resolution provision in clause 19. You are not entitled to withhold any money owing to Taco or the applicable Reseller in such circumstances. Nothing in this paragraph affects your rights under the Australian Consumer Law.

15.9  Taco or the applicable Reseller may charge you interest at the rate of 2% above the Bank Bill Swap Rate on all overdue amounts owed by you to Taco or the applicable Reseller, calculated and compounded daily.

15.10  All costs and expenses incurred by Taco in collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses, are a debt due and payable by you on demand by Taco.

16. Privacy

16.1  When you or your Sub-Licensees acquire the Application or use the Application, you and your Sub-Licensees may be providing Personal Information (including Personal Information of your end users) to Taco. In doing so, you consent to the collection, use, storage and disclosure of that information by Taco in accordance with this Agreement and Taco’s Privacy Policy, a copy of which is available at https://www.taco-tech.com/privacy-policy. You warrant to Taco that you have obtained all necessary consents from your Sub-Licensees and end users of the Application in respect of the collection of Personal Information by Taco on the foregoing terms. 

16.2  Each party will comply with all privacy laws applicable to the jurisdiction in which the Application is provided. Taco’s Privacy Policy outlines how Taco complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. 

16.3   You must not, and must ensure that your Sub-Licensees do not, use the Application unless they consent to the handling of Personal Information in accordance with Taco’s Privacy Policy. 

16.4  In the event that either party becomes aware of an unlawful or unauthorised breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Information which that party has received from the other (Data Breach), the first mentioned party  will notify the other party without undue delay and the parties will reasonably cooperate with each other as required to enable both parties to comply their obligations under data protection legislation. To the extent permitted by law, neither party will notify any third party about the Data Breach without consulting with the other party and taking into consideration any reasonable requests made by the other party in relation to the manner      and timing of such communication. 

17. Confidentiality 

17.1  Each party will keep confidential all Confidential Information obtained from the other party and will take all reasonable precautions to prevent any unauthorised disclosure of the Confidential Information. 

17.2  Except as permitted by this clause, neither party will use the other party’s Confidential Information to gain an advantage for itself or a third party or disclose it to a third party without the written consent of the other party.  

17.3  The parties may disclose Confidential Information only to those officers, employees, agents and sub-contractors to whom, and to the extent to which, such disclosure is necessary for the performance of their respective obligations to each other, and must ensure that such officers, employees, agents and sub-contractors are made aware of and observe the terms of the confidentiality obligations set out in this clause. 

17.4  Upon the earlier of a written request from a party, or the expiration or termination of any agreement between them governed by these terms, the other party will return or destroy, at the first party’s option, any and all of that party’s Confidential Information. 

17.5  Each party will give notice to the other of any unauthorised disclosure, misuse, theft or other loss of a party’s Confidential Information, whether inadvertent or otherwise, immediately upon becoming aware of the same. 

17.6  The Application and Documentation are the Confidential Information of Taco. You will ensure that your Sub-Licensees comply with the obligations under this clause 17 in respect of Taco’s Confidential Information. 

17.7  The obligations of the parties under this clause will survive termination of this Agreement. 

18. Force Majeure

18.1  Except for payment obligations, neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control and without fault, including but not limited to, fire, flood, earthquake, elements of nature, acts of God, riot, civil disorder, rebellion, revolution, industrial disputes, health epidemics or change in government regulation (Force Majeure Event).  

18.2  A party seeking to rely on a Force Majeure Event must provide written notice of the event to the other party, including the impact of the event on performance of its obligations, the steps it is taking to mitigate those effects and the expected duration of the event. If a Force Majeure Event is ongoing for more than 90 days, either party may terminate the affected Purchase Order without penalty, except that you shall be liable for all accrued payment obligations. 

19. Dispute Resolution

19.1  Neither party shall commence any court or arbitration proceedings to resolve a dispute under this Agreement (Dispute) unless the parties have complied with this clause. A party claiming a Dispute has arisen must give written notice (Notice) to the other party specifying the nature of the Dispute. Within 14 days of receipt of the Notice (or such further period as agreed in writing by them) senior management of each party shall meet to discuss the Dispute and seek resolution. If a resolution is not reached within 14 days of such meeting, the parties shall, within 45 days of receipt of the Notice (or such further period agreed in writing by them), mediate the Dispute in accordance with mediation administered by the Australian Disputes Centre. Nothing in this clause shall prevent a party from seeking urgent interlocutory or equitable relief before an appropriate court.  

20. General

20.1  This Agreement and the applicable Purchase Order constitute the entire agreement between the parties with respect to the Application and Documentation supplied by Taco and supersedes all prior representations, agreements, statements (including any additional terms which you insert on a Purchase Order) and understandings, whether verbal or in writing.

20.2  Taco may subcontract any of its obligations under this Agreement, provided that subcontracting will not relieve Taco of its responsibility for the performance of its obligations under this Agreement. You may not assign any of your rights and obligations under this Agreement without the prior written consent of Taco.

20.3  No rights under this Agreement will be deemed to be waived except with written notice signed by the party waiving the applicable right and the waiver shall only apply to the rights expressly set out in that notice. Any failure by a party to enforce any provision of this Agreement, or any forbearance, delay or indulgence granted by a party will not be construed as a waiver of that party’s rights under this Agreement. A waiver by a party will not prejudice its rights in respect of any subsequent breach of this      Agreement by the other party.

20.4  If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

20.5  The provisions of this Agreement will not be varied, except by agreement in writing signed by both the parties.

20.6  The provisions of this Agreement which are capable of having effect after the expiration or termination of this Agreement will remain in full force and effect following such expiration or termination.

20.7  This Agreement will be governed by and construed according to the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the New South Wales Courts.

20.8  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 

20.9  Notices under this Agreement may be delivered by hand, by mail, or by electronic mail to the addresses specified for each party in the applicable Purchase Order (or as notified by each party to the other party in writing from time to time). If a notice is sent by hand or mail, a copy must be sent to the recipient’s email address. Notice will be deemed given:

1. 1. in the case of hand delivery, on written acknowledgment of receipt by the receiving party or an officer or other duly authorised employee, agent or representative of the receiving party; 
   2. in the case of posting by mail, three (3) Business Days after dispatch; 
   3. in the case of electronic communication, it is to be treated as given when sent to the recipient’s email address, provided that the sender does not receive a delivery failure message.

21. Definitions

21.1  The following definitions apply to this Agreement: 

Application means Taco’s proprietary application known as ‘Cilantro’ and includes all New Releases. 

Business Days means Monday to Friday, excluding any public holidays in New South Wales, Australia. 

Cloud Providers has the meaning given to that term in clause 2.3. 

Device means a hardware device which is connected to a Third Party Product via the Application. 

Documentation means Taco’s documentation for the Application, including manuals and specifications. 

Named Affiliates has the meaning given to that term in clause 2.3(a) 

New Release means a new release of the Application issued by Taco from time to time, which may include corrections, patches and functionality updates. 

Open Source Software has the meaning given to that term in clause 4.1. 

Payment Terminal means a hardware device which processes payments using a payment card. 

Purchase Order means a purchase order for the Application which may be between: (i) you and Taco; or (ii) you and a Reseller. 

Reseller means a third party authorised by Taco to resell the Application. 

Service Providers has the meaning given to that term in clause 2.3(b). 

Sub-Licensees has the meaning given to that term in clause 2.3. 

Subscription Fee means the amount specified in the Purchase Order for your right to use the software and receive New Releases during the Subscription Period. 

Subscription Period means the subscription period specified in the Purchase Order or if no period is specified then a period of 12 months. 

Third Party Products means software applications owned by third party vendors, which may be on-premise or in the cloud, and which are connected by Cilantro for the purpose of transferring data between those products.