Last Updated: 30th March 2011
“Billing Dispute” means a dispute relating to a Charge and/or an invoice issued by OrionVM.
“Business Day” means a day on which banks (as defined in the Banking Act 1959 (Cth)) are open for general banking business in New South Wales, excluding Saturdays and Sundays.
“CDN” refers to a Content Delivery Network.
“Client” means the person or entity who ordered our services.
“Co-Location” means the running of a client's equipment in the facilities of OrionVM.
“Commencement Date” refers to the date you accept these terms and conditions either by signing of the service agreement or by clicking of an 'accept' button on the Website.
“Confidential Information” means the terms of this agreement and any information:
relating to the business and affairs of that party;
relating to the customers, clients, employees, sub contractors or other persons doing
business with that party;
which is by its nature confidential;
which is designated as confidential by that party; or
which the other party knows or ought to know, is confidential, and includes all trade secrets, knowhow, financial information and other commercially available information of that party.
“Corporations Act” means Corporation Act 2001 (Cth).
“Client Material” means any material provided by or to which access is given by the Client to OrionVM for the purposes of this agreement including documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, trademarks, logos, schedules and data stored by any means
“Fees” means the fees specified on the Website as well as those agreed upon in this Service Agreement.
“Force Majeure Event” means any occurrence or omission outside a party's control and includes:
a physical natural disaster including fire, flood, lightning or earthquake;
war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law;
epidemic or quarantine restriction;
ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency;
law taking effect after the date of this agreement; and
strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party's subcontractors.
“Gigabyte” or “GB” means 1073741824 eight-bit bytes.
“Initial Period” means the period from the Commencement Date until the date which is one calendar month after the Commencement Date.
in the context of a person means:“Insolvency Event” in the context of a person means:
a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the person;
the person or the person's property or undertaking becomes subject to a personal insolvency arrangement under part X Bankruptcy Act 1966 (Cth) or a debt agreement under part IX Bankruptcy Act 1966 (Cth);
the person is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act or is presumed to be insolvent under the Corporations Act;
the person ceases to carry on business; or
an application or order is made for the liquidation of the person or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the person, otherwise than for the purpose of an amalgamation or reconstruction.
“Intellectual Property Rights” means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder's right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
“Interest” means interest on any payment owing under this agreement calculated:
at the rate which is 2% in excess of the published Australia and New Zealand Banking Group Limited variable interest rate for personal loans or, if lower, the maximum rate permitted by applicable law; and
daily from the date on which such payment was due to the date on which the payment is made (both inclusive) including the relevant Interest.
“OrionVM” means Orion Virtualisation Solutions Pty Limited of New South Wales Australia
“OrionVM Material” means any material provided by or to which access is given by OrionVM to the Customer for the purposes of this agreement including documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any means.
“Related Body Corporate” has the meaning given to that term by section 9 Corporations Act.
“Rollover Period” means each period of one calendar month following the initial period or a Rollover Period.
“Services” means any product(s) or service(s) the Client has signed up to use. This can include, but is not limited to, the provisioning of space on one of our servers, a connection to and from the internet for web, email and FTP functions, Virtual Private Servers and Cloud Infrastructure. These product(s) and service(s) are fully identified within the Service Agreement, or within the 'sign up' pages of our website.
“Telecommunications Act” means the Telecommunications Act 1997 (Cth).
“Term” means the term contemplated by clause 4.1.
“Third Party” means any other party other than the Client and OrionVM.
“VPS” refers to Virtual Private Servers, which are provisioned as a fraction of a physical server, through the use of a Hypervisor and outlined on the Website.
“Website” means the website located at www.orionvm.com.au as modified by OrionVM from time to time.
The client acknowledges and agrees that they will receive email from OrionVM regarding their service, company updates and any special offers/promotions.
The client agrees to a month to month contract term for Services unless otherwise stated in the product or service offering or otherwise agreed in writing. The month to month contract for services is automatically renewed each month in perpetuity subject to written cancellation by the client.
Monthly services are established as part, thereof, signifying the beginning of a new month demotes commitment till the end of that monthly period.
4. Server Use
OrionVM reserves the right to refuse service and/or access to its servers to anyone.
OrionVM does not allow any of the following content to be stored or accessed on its servers or within any customer owned equipment connected to our network:
Illegal material, including copyrighted works, commercial audio, video, or music files, and any material of any type in violation of any Federal, State or Local law or regulation anywhere in the world.
Adult material, including pornography, erotic images, or otherwise lewd or obscene content of any type. What constitutes "adult material" is entirely at the discretion of OrionVM.
Warez, including pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.
You will comply, and will ensure that each of Your End Users complies, with the Acceptable Use Policy. You confirm that You have read and understood the Acceptable Use Policy prior to signing this Agreement.
You acknowledge that OrionVM may at any time amend the Acceptable Use Policy or cancel the Acceptable Use Policy and introduce a replacement Acceptable Use Policy and such amendment, cancellation or replacement shall be binding on You on and from the date that it is published on the OrionVM web site
5. Availability of Services
While OrionVM will endeavour to provide continuous availability of all Services to the Client, OrionVM will not be liable for any service interruptions or down time.
Scheduled maintenance will be performed at times which is deemed suitable by OrionVM which has the least noticeable impact on the Client, and should it require the Services to be offline for greater than thirty (30) minutes, OrionVM will post details of the scheduled maintenance at least two (2) days prior.
Unscheduled maintenance will be performed as required by OrionVM and should the Services be offline for greater than thirty (30) minutes OrionVM will post details of the maintenance and any updates until it has been completed.
In some cases, OrionVM will utilise the services of other providers, such as when overseas services are required. This is noted in the Service Agreement. OrionVM has no direct control over all services provided by other providers and hence will not be liable for any service interruptions or down time. OrionVM will ensure that any such downtime is communicated to the client.
The charges payable by you for the Services are payable in accordance with this clause 6 and as set out as in the relevant Specific Schedule(s), Order for Service or as otherwise agreed in writing between the parties from time to time
Traffic Charges are calculated in accordance with either of the following two options (as selected in the relevant Order(s) for Service or Specific Schedule):
Flat Rate, where the monthly Traffic Charges are fixed and do not vary in relation to traffic usage; or
Usage Based, where the Traffic Charges are calculated at the rates set out in the relevant Order(s) for Service or Specific Schedule and, in respect of each month during the term of this Agreement, shall be the greater of:
the amount specified in the relevant Order(s) for Service or Service Schedule as the Minimum Monthly Fee payable; or
the total amount calculated at the rate per Gigabyte specified in the relevant Order(s) for Service or Specific Schedule, for inbound traffic (i.e. traffic sent from the Servers network to Your network); and
the total amount calculated at the rate per Gigabyte specified in the relevant Order(s) for Service or Service Schedule, for outbound traffic (i.e. traffic sent from the Your network to OrionVM's network).
For the purposes of determining the volume of inbound and outbound traffic, OrionVM shall determine the volume of traffic calculated by the number of Gigabytes and the calculations of OrionVM shall be final and binding on the parties.
In the case where a client has servers co-located within the facilities of OrionVM, the client has been allocated a certain amount of power for each piece of equipment, as outlined in the relevant specific schedule.
If the client's equipment exceeds the amount allocated, the client will be asked to purchase additional power capacity to meet the requirements of their server. This will be billed at the same rate as specified in the relevant Specific Schedule.
Outside of the free monthly visits (if any) as specified in the relevant Specific Schedule, the Client will be charged at the rate outlined in the Specific Schedule for access to their equipment. Additional charges may occur for out of standard business hours.
7. Limitation of Liability
OrionVM shall not be liable to the Client for harm caused by or related to Client's Service or inability to utilise the Service unless caused by gross negligence or wilful misconduct.
OrionVM shall not be liable to the Client for lost profits, direct or indirect, special or incidental, consequential or punitive, or damages of any kind whether or not they were known or should have been known.
Notwithstanding anything else in this agreement, the maximum aggregate liability of OrionVM, any of its employees, agents or affiliates, under any theory of law shall not exceed a payment in excess of the amount paid by the Client for the Service in question for the six months prior to the occurrence of the event(s) giving rise to the claim.
8. Client General Warranties and Undertakings
The Client warrants that they will keep any passwords or sensitive information used with the Service in a secure location.
The Client warrants that they hold and will continue to hold the copyright for data stored on OrionVM’s servers, or that they are licensed and will continue to be licensed to use that data.
The Client warrants that at the time of entering into this agreement they are not relying on any representation made by OrionVM which has not been expressly stated in this agreement, or on any descriptions or specifications contained in any other document produced by OrionVM.
The Client warrants that all due care has been taken to ensure data integrity on OrionVM's servers. This includes an undertaking that the Client will conduct computer virus scanning and other tests as necessary to ensure that the data uploaded by the Client onto or downloaded by the Clkent from the server does not contain any computer virus and will not in any way, corrupt the data or systems of any person.
The Client agrees that they are solely responsible for dealing with anyone who accesses your data, and that you will not refer complaints or inquiries in relation to such access to OrionVM.
9. OrionVM General Warranties and Undertakings
OrionVM accepts liability for the supply of the Service to the Client to the extent provided in this agreement.
OrionVM does not warrant that:
a. The Services provided within this agreement will be uninterrupted or error free;
b. The Services will meet your requirements, other than as expressly set out in this agreement;
c. The Services will not be subjected to external hacking attempts, viruses, worms, denial of service attacks, or other persons gaining unauthorised access to the Service or internal OrionVM systems.
OrionVM does not make or give any express or implied warranties including, without limitation, the warranties of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice, with respect to any goods or services provided under or incidental to this agreement.
No oral or written information or advice given by OrionVM or its resellers, agents, representatives or employees, to the Client, shall create a warranty or in any way increase the scope of the express warranties hereby given, and the Client should not rely on any such information or advice.
In no event will OrionVM be liable to the Client for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
10. Fees and Credit Management
In relation to fees for Services:
Fees for Services ordered by the Client shall begin on the date of the initial order and shall be pro-rated to include all days until the first day of the next month, and the chosen billing cycle in advance. This may be monthly, quarterly, semi-annually, annually or biennially.
The first day of the month will serve as the anniversary date for all future billings including one time fees, upgrades, additional services, cancellations and service credits, unless the Services only allows annual or biennially billing cycles (eg. domain name registrations, etc).
Fees are due in advance of the billing cycle and will be invoiced to the Client seven (7) days prior to the due date. If a credit card is stored on file, it will be charged three (3) days prior to the due date, to allow sufficient time for any potential issues (such as insufficient funds, expired cards, etc) to be rectified before the due date.
11. Fees for upgrades to Services
Upgrades ordered by the Client on the billing anniversary date will be billed for a full cycle and will continue each cycle on the anniversary date, unless the Services only allows annual or biennially billing cycles (eg. domain name registrations, etc).
Upgrades ordered by the Client after the billing anniversary date will be pro-rated to the next anniversary date at the full monthly costs. Future fees will appear as the new plan from your existing anniversary billing date.
Fees for upgrades will be payable within seven (7) days of the upgrade taking place. If a credit card is stored on file, it will be charged three (3) days prior to the due date, to allow sufficient time for any potential issues (such as insufficient funds, expired cards, etc) to be rectified before the due date.
Additional fees may be payable for upgrades where manual work is required by OrionVM to process the upgrade request (eg. single hosting to reseller hosting, intercontinental transfers, inter-server transfers, etc).
12. Fees for downgrades to Services
In relation to fees for downgrades to Services:
a. Downgrades will be processed when the request is received by OrionVM from the Client, unless otherwise specified in the request.
b. A credit will be issued to the Client's account for the difference of any pro-rated pre-paid amount minus the cost of the new plan pro-rated on the chosen cycle.
c. A $15.00 administration fee may be charged for a downgrade request at OrionVM's sole discretion. Additional fees may be payable for downgrades where manual work is required by OrionVM to process the downgrade request (eg. reseller hosting to single hosting, intercontinental transfers, inter-server transfers, etc).
Any fees paid for the setup or establishment of any Services will be automatically deemed as non-refundable.
Fees for one-off Services including, but not limited to, dedicated IP address, SSL certificates and data blocks, are due within seven (7) of the invoice being issued and are non-refundable.
All published prices are inclusive of any government taxes and charges, unless otherwise noted.
The speed of provisioning new Services is reliant upon the Client having paid any and all outstanding fees in full.
Failure to pay any fees may result in the account being referred to an external collection agency, which may include interest (calculated daily) and collection costs.
Accounts that are more than three (3) days past the due date will automatically attract an overdue fee of $5.50 which will be payable on top of the invoice amount.
Accounts that are more than seven (7) days past the due date will be automatically suspended, and a reconnection fee of $22.00 on top of any outstanding fees may apply to have the service restored.
Accounts which are not paid in full within fourteen (14) days of the due date will be automatically deleted from our servers.
13. Suspension and Termination of Services
OrionVM may suspend or terminate Services if:
a. The Client is found to be in breach of these terms and conditions;
b. The Client is found to be in breach of the acceptable use policy;
c. The Client has become insolvent or bankrupt;
d. The Client has outstanding fees that are more than seven (7) days past the due date;
e. The Client has outstanding fees that are more than fourteen (14) days past the due date;
From time to time OrionVM may be required to suspend or disconnect Services without notice, or deny access to the Service during a technical failure, modification or maintenance. If a Client's Service is suspended for excess resource usage in a shared environment they will be given three (3) chances to rectify the issue before permanent suspension is applied.
OrionVM may decide at its sole discretion to advise a Client that their service will be terminated by giving thirty (30) days written notice. In this circumstance, OrionVM will refund any pre-paid fees for Services on the account.
If a Client's account is closed for any reason, the Client must pay all outstanding charges by the due dates.
OrionVM is under no obligation to provide the Client with a copy of the data stored on our servers if Client has suspended or terminated access to the service for any breach of terms 13.1 “a” through “e”. In this circumstance, a copy of the data may be provided to the Client for an additional fee.
You acknowledge that it is reasonable in all the circumstances that OrionVM retains a lien over your Assets in the event that this Agreement terminates and, on such termination, any moneys remain owing to OrionVM under this Agreement. In that event, OrionVM may retain the Assets until all moneys owing have been paid.
All Assets must be collected from us within seven (7) days after the termination of your service.
The Client can request cancellation of any Services with us for any reason by submitting a secure cancellation request.
Any pre-paid fees for Services past the current billing month will be refunded, except the Services that are not eligible for a refund.
The Client agrees to pay any and all outstanding fees upon cancellation of their Services.
Cancellation requests must be received by OrionVM four (4) days before the package renewal date. If cancellation is not received before this time, package renewal costs generated for the next period of time will remain outstanding.
15. Data Management
The Client should always maintain a recent copy of all data at all times, as OrionVM will not be liable for incomplete, out of date, corrupt or otherwise incomplete data.
OrionVM may update these terms and conditions at any time. Should any change occur, we will advise the Client by email and note the specific changes which have occurred, and provide thirty (30) days notice before any changes are enforced..
17. Entire Agreement
These terms and conditions constitute the entire agreement between OrionVM and the Client, and it supersedes all prior oral or written agreements, understandings and representations.
18. Governing Law
The Client agrees to abide by all local, state and federal laws pursuant to the Services delivered by OrionVM in Australia.
The Client agrees that these terms and conditions are governed by the laws of NSW, Australia for Australian customers.
The account holder agrees that it shall defend, indemnify, save and hold OrionVM harmless from any and all demands, liabilities, losses, costs and claims, including legal costs (on an indemnity basis or solicitor/client basis, whichever is higher) claimed or asserted against OrionVM, its agents, its account holders, officers and employees, that may arise or result from any service provided or omitted, performed or agreed to be performed or any product sold by account holder, its agents, employees or assigns.
The account holder agrees to defend, indemnify and hold harmless OrionVM against liabilities arising out of;
any injury to person or property caused by any products sold or otherwise distributed in connection with OrionVM's servers;
any material supplied by the account holder infringing or allegedly infringing on the proprietary rights of a third party;
any defective products sold to account holder from OrionVM's server and any defamatory or allegedly defamatory material on OrionVM servers.
the negligence or intentional acts or omissions of any of You or Your officers, agents, employees or contractors;
your use of the Services;
any breach of the Acceptable Use Policy;
the transmission of or the presence of any illegal, fraudulent or offensive material by You (or any of Your End Users);
any breach of this Agreement by You; or
any wilful, unlawful or negligent act or omission of You (or any of Your End Users).
20. Access to Location
You will use your best endeavours to give OrionVM as much notice as OrionVM requires of a request to enter the Location.
In the case of failure of any Client Equipment requiring urgent repairs necessitating unscheduled access to the Location, You must notify OrionVM as soon as practicable and make arrangements for access to the Location.
OrionVM may charge fees for access to the Location outside of the agreed free monthly visits, as specified in the relevant Specific Schedule.
You agree to comply with OrionVM’ security regulations and other local site operating policies and procedures as advised by OrionVM to You from time to time.
You and Your agents, employees and contractors must not interfere with or modify any equipment at the Location other than the Client Equipment.
You and Your agents, employees and contractors must not cross-connect any of the Client Equipment with any other equipment at the Location without the prior written consent of OrionVM (which is subject to Your agreement to pay additional Charges for such cross-connect Services) and the third party owner of such other equipment.
You will be liable for any damage to other equipment by You, Your agents, employees or contractors.
Unless You have Secure Access Status (which is personal to the Key Holder and cannot be assigned or delegated without OrionVM consent.) You must be accompanied by an authorised OrionVM staff member when accessing the Location, and may be denied access to the Location unless accompanied by such authorised OrionVM staff member.
21. General Obligations
During the Term You will:
provide and maintain your own network and network security;
adhere to OrionVM’ operational procedures and technical specifications (where applicable) and any other reasonable directions given by OrionVM in relation to Your obligations under this Agreement from time to time;
not do, or permit to be done, any act which damages the reputation of OrionVM;
provide OrionVM with all information, assistance and co-operation reasonably requested by OrionVM in order to enable OrionVM to meet our obligations under this Agreement including, without limitation, all information, assistance or co-operation required in relation to the resolution of any dispute between OrionVM or any of our Related Bodies Corporate and any supplier or any other third party in relation to the Services;
ensure that all equipment that You or Your End Users connection to the OrionVM Network is appropriate, adequately maintained and meets minimum technical standards determined by the Australian Communications Authority;
ensure that End User Contracts exclude OrionVM (as Your supplier of the Services) from any liability to End Users;
not represent expressly or by omission or implication that You are approved by, an agent of, or affiliated with OrionVM;
when dealing with End Users, not attribute blame for fault or other problems with the Services to OrionVM; and
take out, maintain and not void any insurances specified in the Service Schedule.
You acknowledge that the OrionVM network is not necessarily a secure and confidential method of communications and You shall transmit data on the OrionVM network at Your own risk.
You acknowledge that OrionVM does not and cannot in any way supervise, edit or control the nature, content and form of any material available to be accessed through use of the Services and that OrionVM is not responsible in any way for the nature, content and form of that material, access to that material or use of that material.
You acknowledge that OrionVM will not be responsible for ensuring that any material sent or received by means of the Services is sent or received correctly.
You acknowledge that, to the extent permitted by law, OrionVM makes no representations or warranties as to the effectiveness or fitness for purpose of any access restrictions, OrionVM’ network security or Your network security. You shall make no claim against OrionVM concerning any access restrictions, OrionVM’ network security or Your network security.
You agree not to disclose to any other person any identification or log-in information, whether in use or not, nor any other confidential information relating to the Services, other than to Your employees, agents and contractors who require this information to properly perform their function.
23. Fault Reporting
During the Term You must report any faults in relation to the Services in writing to OrionVM. You acknowledge and agree that OrionVM will only respond to faults reported in accordance with these procedures.
OrionVM reserves the right to charge You at our then commercial rates for fault restoration services if OrionVM responds to a request from You and OrionVM is able to demonstrate that:
the failure to provide the Service to You or in respect of any End User was not due to a matter for which OrionVM is responsible; and
the fact that OrionVM is not responsible for that matter would have been disclosed upon reasonable investigation by You.
Fault Restoration Exclusions:
OrionVM’ fault restoration obligations do not extend to faults caused as a result of:
any fault in equipment, software or any network unit which does not form part of the network owned by OrionVM or any of our Related Bodies Corporate;
damage due to causes external to the facilities used by OrionVM to provide the Service;
Force Majeure; or
You must comply with Your obligations under the Privacy Act.
Without limitation, You must ensure that all personal information of End Users is handled in accordance with the Privacy Act.
You shall also comply with any reasonable direction of OrionVM with respect to the collection, use, disclosure, storage and disposal of personal information.
Each party shall comply with all relevant local, State and Commonwealth laws and regulations and any registered industry based codes of practice.
Each party shall comply with the provisions of the Telecommunications Act and the Interception Act. In particular, You acknowledge that OrionVM may be required to disclose information to comply with Part 13 of the Telecommunications Act. In such a case OrionVM will use our reasonable endeavours to advise You of the information provided to the enforcement agency.
Each party must provide the assistance the other party reasonably requires to comply with relevant local, State and Commonwealth laws and regulations and any registered industry based codes of practice.
25. Taxes and Disputed Invoices
All prices quoted for supplies made and/or to be made under this Agreement are in Australian dollars and are inclusive of GST.
If GST is applicable to any supply made by OrionVM under this Agreement, OrionVM is entitled to add to the amount otherwise payable an additional amount for the applicable GST.
You hereby agree to pay OrionVM such GST charge in the same manner and at the same time as the payment for the relevant supply.
OrionVM will issue tax invoices to You for the purposes of GST.
If required by applicable law, OrionVM will give You an adjustment note arising from the adjustment event relating to a taxable supply made under, or in connection with, this Agreement within 30 days after the date OrionVM becomes aware of the adjustment event.
For the purposes of this clause 25, “GST” means the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
In the event of a Billing Dispute, You may, by written notice provided to OrionVM in accordance with clause 25, invoke the dispute resolution mechanism in this clause 25.
A Billing Dispute must be initiated only in good faith.
You must pay all undisputed amounts in the invoice containing the Charge that is being disputed in full in accordance with this Agreement.
OrionVM is not obliged to accept a notice of a Billing Dispute in relation to an invoice unless You have complied with the above clause.
Subject all requirements of this clause being met, OrionVM will investigate a Billing Dispute within 20 Business Days of receipt by OrionVM of a Billing Dispute Notice in accordance with clause 25, and will report to You on our findings as soon as possible after completing such investigation.
.Where You are required to pay a previously disputed Charge that You withheld, You shall pay interest at the Interest Rate on any such amount. Interest shall accrue daily from the date on which each relevant amount was first withheld by You until the date it is paid in full to OrionVM.
Notification of Disputed Invoices:
You must notify OrionVM of any Billing Dispute within 30 days of the date of receipt of the invoice to which the dispute relates (in relation to which time is of the essence) by submitting a completed Billing Dispute Notice to OrionVM by email.
You must provide any further details reasonably requested by OrionVM in relation to the Billing Dispute.
Failure to notify OrionVM
In the event that You do not:
notify OrionVM of a Billing Dispute within the time period specified in clause 25(3); or
provide the requested additional information to OrionVM within 14 days of receipt of OrionVM’ request for further information under clause 25(2); or
pay all amounts (excluding any disputed amounts, subject to Your compliance with clause 25) in the invoice to which the Billing Dispute relates by the due date,
then all amounts in the invoice to which the Billing Dispute relates will be deemed to be agreed and accepted by You and acknowledged as a debt due and payable in accordance with the terms of this agreement.