Terms of use

By accepting the Terms of Use, You agree to be bound by the standard terms and Conditions of the End User License Agreement of RegConnect.

For the duration of the Trial Period only, You are granted a non-exclusive, non-transferable limited licence to:

- download and install the RegConnect Software within your organisation's network.

- use the RegConnect software to validate your data and produce XML files for the purposes of testing the RegConnect Software output files,

Reg 360 reserves the right to revoke the Licence rights at anytime without any notice for any reason.

There are no licence and maintenance costs/fees chargeable during the trial period.

At the end of the trial period, You may decide to stop using the RegConnect Software at no cost to You or Your Organisation. At the end of the trial period, You will uninstall and delete any copies of the software from any and all devices in Your, and Your organisation's possession. The parties may enter into a commercial arrangement to extend the licence beyond the term of the trial. Such arrangement shall be subject to signing a Purchase Order which will define the commercial terms of such arrangement. 

RegConnect Standard Terms and Conditions

End User License Agreement

The “terms” or “agreement” is entered into where software is provided to the Customer to be used on their own premises.

This agreement is a Master License and Maintenance Agreement covering RegConnect Software Licence

between You, the Customer AND Reg 360 Pty Limited of 300 Barangaroo Avenue Sydney NSW 2000 ACN 643 429 976.

 

General Terms and Conditions
Definitions
“Additional Charge” means a charge in accordance with the Supplier's rates applicable from time to time and agreed between the Supplier and the Customer.

"Additional Entities" means the additional entities specified in the Purchase Order.

“Additional Forms” means the additional forms specific in the Purchase Order

"Agreement" means this Software Licence and Maintenance Agreement, the Purchase Order and the Schedule.

"Authorised User" means an employee or contractor of the Customer authorised by the Customer to use the Licensed Software.

"Business Day" means any day except Saturday, Sunday or a public holiday in the state of NSW Australia.

"Commencement Date" means the date of this Agreement or the date the Customer first uses the Licensed Software in a production environment, whichever is earlier.

"General Terms and Conditions" mean these general terms and conditions.

"GST" means goods and services tax or similar value added tax levied or imposed in Australia pursuant to the GST Law or otherwise on a supply.

"GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"GST Law" has the same meaning as in the GST Act.

"Included Maintenance Hours" means the maximum number of hours of Maintenance Services per annum specified in the Purchase Order to be provided to the Customer for the Maintenance Fee, based on remote email, web, and or telephone assistance or attendance at the Support Site.

"Inherent Defect" means a significant error or defect caused by a design programming error other than one that is the result of:
(i) an alteration or modification to the Licensed Software not authorised in writing by the Supplier;
(ii) use of the Licensed Software other than in accordance with the Supplier's directions;
(iii) use of the Licensed Software in combination with equipment, programs or services not authorised in writing by the Supplier; or
(iv) failure by the Customer to meet its obligations under this Agreement or any other agreement relating to the Licensed Software.

"Licence" means the Licence granted by the Supplier to the Customer pursuant to this Agreement for the use of the Licensed Software.

"Licence Fee" means the fee specified in the Purchase Order being the initial fee payable by the Customer to the Supplier for the use of the Licensed Software.

"Licensed Software" means the computer software applications and data structures owned by the Supplier as specified in the Purchase Order including upgrades, improvements or modifications furnished to the Customer by the Supplier and all Software Documentation.

"Licensed Software Computer Requirements" means the minimum software and hardware requirements specified in the Software Documentation.

"Maintenance Fee" means the annual maintenance charge specified in the Purchase Order and payable by the Customer to the Supplier for the Maintenance Services subject to Clauses 6.3 and 10.4.

"Maintenance Services" means the maintenance services referred to in Clause 6, excluding the services set out in Clause 8.1.

"Maximum Number of Authorised Users" means the Maximum Number of Authorised Users specified in the Purchase Order.

"Purchase Order" means the order for the purchase of Licensed Software and associated Maintenance Services placed by the Customer in accordance with this Agreement.

“Release” means a new version of a Licensed Program or Documentation, which is generally released by the supplier to the customer.

"Relevant Taxes" means new taxes, duties, fees or other Government levies or charges which may be imposed after the Commencement Date on or in respect of the Licensed Software, its use or its maintenance, or in respect of this Agreement. It does not include taxes on income, capital gains, employee benefits or any taxes and charges which are not relevant to the nature of this agreement.

"Schedule" means any schedule associated with this Agreement

"Services" means the goods and services supplied by the Supplier under this Agreement

"Software Component" means the individual components of the Licenced Software as determined by the Supplier from time to time.

"Software Documentation" means any operating manuals or other printed materials relating to the Licensed Software including but not limited to user manuals and implementation instructions including revisions

"Support Website" means the site specified in the Purchase Order where the Supplier will attend to provide on-site Maintenance Services.

"Term" means a period of time as agreed by the parties as of the Commencement Date, or a rolling twelve (12) calendar month term beginning on the Commencement Date and each subsequent anniversary of the Commencement Date or until terminated by the parties under this Agreement, if earlier.

"Territory" means the territory specified in the Schedule.

“Third Party Products” means software product from other vendors or sources including any open source products


1.    In this Agreement, it is implied that:
(i) a reference to time means the time in New South Wales Australia;
(ii) a reference to public holiday means a public holiday in the State of New South Wales within Australia;
(iii) monetary references are references to Australian currency,
(iv) obligations shall apply to the officers, employees, agents and contractors of the parties.

2.    Alterations to Licensed Software
The Licensed Software will continue to be subject to this Agreement notwithstanding any alteration or modification of the Licensed Software.

3.    Licensed Software Documentation

3.1    The Supplier shall provide the Customer with one (1) copy of the applicable Software Documentation.

3.2     The Software Documentation is subject to the same restrictions on copying and modifications as are imposed in respect of the Licensed Software and shall not be used by the Customer except to assist in the normal operation of the Licensed Software.

3.3     The Supplier undertakes to provide the Customer with such additional documentation or revisions of existing documentation as are developed in relation to the Licensed Software throughout the Term.

4.    Licensed Software

4.1    In consideration of the License Fee and Maintenance Fee, the Supplier grants to the Customer a non-transferable and non-exclusive License to access and use the Licensed Software for the Term in the Territory.

4.2     The total number of Authorised Users shall not exceed the Maximum Number of Authorised Users. The Maximum Number of Authorised Users may be increased at any time with the agreement of the Supplier. The Customer shall provide a list of the Authorised Users to the Supplier on request by the Supplier.

4.3     The Licensed Software and Software Documentation shall only be used by the Authorised Users and:
(i) The Customer shall not make the Licensed Software or Software Documentation available to any other person. 
(ii) The Customer shall ensure that each of the Authorised Users comply with this Agreement to the extent applicable to the Authorised User's use of the Licensed Software. 
(iii) The Customer warrants that a breach of this Agreement by an Authorised User shall constitute a breach by the Customer.

4.4     The Customer acknowledges that there is no transfer of title, or ownership of the Licensed Software or any modifications, updates or new versions of the Licensed Software.

4.5     The Customer warrants to the Supplier under this Agreement or otherwise, that any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Licensed Software shall entitle the Supplier to any available equitable remedy against the Customer including injunctive relief. This does not limit any other remedies that may be available to the supplier.

4.6     The Customer must not use the Licensed Software or any information, reports derived from the Licensed Software for any purpose or way, that is unlawful or in any manner that violates any right of the Supplier.
 
5.     Access for use of Licensed Software and Support

5.1     The Customer may request, from time to time, to change the list of people nominated as Authorised Users. The total number of Authorised Users shall not exceed the Maximum Number of Authorised Users.

5.2     The Supplier shall supply unique Logon IDs to the Authorised Users nominated by the Customer as applicable to the Licensed Software.

5.3     The Supplier may refuse to supply a particular person with a Logon ID, or may cancel a particular Logon ID, at any time without providing reasons.

5.4     The Customer must make reasonable efforts to ensure its Authorised Users do not disclose their Logon IDs to anyone else.

5.5     If an Authorised User discloses their Logon ID to someone else, the Customer authorises that person to act on its behalf and the Customer will be responsible for any use whatsoever of the Licensed Software by that person.

5.6     The Customer must immediately notify the Supplier if any Authorised User's Logon ID should be cancelled.

5.7     Authorised Users may access the Licensed Software from any location using their allocated Logon ID.

5.8     The Customer must not:    
(i) use the Licensed Software or any derived information or reports in any manner, or for any purpose, that is unlawful or in any manner that violates any right of the Supplier;
(ii) restrict or inhibit any other user from using the Licensed Software;
(iii) transmit during access to the Licensed Software anything that contains, or may contain, a virus or other property that may be contaminating or destructive to the Licensed Software;
(iv) interfere with or disrupt the Associated Websites or any services provided thereon or thereby, or any servers or networks connected to the Associated Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Associated Websites;
(v) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Licensed Software.

6.    Maintenance Services

6.1     The Customer Maintenance Fees for the software are for the Supplier to provide the Maintenance Services throughout the Term as the Supplier sees necessary to ensure that the Licensed Software remains free from Inherent Defects and to enable the Customer to have reasonably constant use of the Licensed Software. The Supplier shall also provide other services relating to the operation and use of the Licensed Software which are requested by the Customer from time to time (other than the services specified in clause 7.1). Any other services may be provided at sole option of the Supplier and take the form of error correction transmitted by any electronic means or, such other services as the Supplier considers necessary. 

6.2     In the event that the Licensed Software is substituted by the Supplier, the Supplier may at its option, either terminate this Agreement, continue the Licence to the Customer but terminate its Maintenance Services or continue both the Licence and the Maintenance Services.

6.3     In the event that the Supplier elects to continue providing Maintenance Services pursuant to Clause 6.2, the Supplier shall be entitled to adjust the Maintenance Fee to the extent that the Supplier's costs are increased.

6.4     The Supplier will provide the Maintenance Support Levels specified in the Schedule in respect of Maintenance Services required to ensure the Licensed Software remains free of Inherent Defects.

6.5     The Supplier will provide the Included Maintenance Hours at no Additional Charge, provided the Licence Fee and Maintenance Fee has been paid by the Customer as due in accordance with:

(i) Unused, Included Maintenance Hours lapse at the conclusion of each anniversary year of the Term.
(ii) The Customer may not use more than 50% of its yearly quota of Included Maintenance Hours in the last month of the relevant year of the Term.
(iii) Where the Customer requests the Supplier to provide Maintenance Services in excess of the available Included Maintenance Hours, such excess support shall be provided to the Customer for an Additional Charge and subject to terms and conditions to be agreed between the parties.

6.6    The Supplier will ensure that the application and database is backed-up daily to tape (or other industry accepted method). Incremental back-ups will be performed from Monday to Friday and full back-ups will be performed on the weekend.


7.    Maintenance Availability
7.1     The Supplier will provide Maintenance Services in response to a request for Maintenance Services from the Customer when made in writing.

7.2     The Customer may make a request for Maintenance Services at any time via written request. The Supplier’s representative will be available between the hours of 8:45am and 5:15 pm on any Business Day to collect and respond to the written notice. The Supplier Contact Person may respond between the hours of 8.45am and 5.15pm on any Business Day via telephone to the Customer as necessary, or at any time within or outside of hours via writing as deemed necessary and reasonable by the Supplier. The Supplier will provide Maintenance Services between the hours of 8:45am and 5:15pm, Australian Eastern Standard (AES) time on any Business Day.

7.3     On making a written request for Maintenance Services, the Customer shall give the Supplier a documented example of the reported defect or error.

7.4     The Customer shall, where requested by the Supplier, give to the Supplier a listing of output or any other data which the Supplier requires, in order to reproduce operating conditions similar to those present when any defect or error in the Licensed Software was discovered.

7.5     The Customer shall ensure that the Supplier's personnel are provided with all necessary information, and access to facilities reasonably required by the Supplier to enable the Supplier to comply with its obligations under this Agreement.

7.6     The Customer shall where relevant provide on request a suitably qualified or informed representative, agent or employee to advise the Supplier on any matter within the Customer's knowledge or control which will assist the Supplier in complying with the obligations under this Agreement.

8.    Exclusions

8.1    Maintenance Services under this Agreement, provided by the Supplier, do not include:
(i) correction of errors or defects caused by:
(a) modification, revision, variation, translation or alteration of the Licensed Software not authorised by the Supplier;
(b) the use of the Licensed Software by a person not authorised by the Supplier;
(c) the use of computer programs not licensed by the Supplier to the Customer;
(d) the Customer's failure to comply with this Agreement whether directly or indirectly;
(ii) furnishing or maintenance of accessories, attachments, supplies, consumables or associated items whether or not manufactured or distributed by the Supplier;
(iii) provision of any system, project, professional accounting, planning, regulatory or taxation advice;
(iv) rectification of defects other than Inherent Defects; or
(v) significant enhancements or customisation for Customer requirements

8.2    If the Customer so requests, the Supplier may at its absolute discretion provide any of the services referred to in 8.1 at an Additional Charge.

9.    Software Versions
9.1     The Supplier shall notify the Customer of new versions of the Licensed Software promptly when made available for acquisition by the public.

9.2     During the Term, any existing Software Components in new versions are available free of charge to the Customer. New Software Components contained in new versions may be purchased by the Customer for the fee specified by the Supplier.

9.3     Where the Customer acquires a new version of the Licensed Software, the Supplier's maintenance obligations pursuant to this Agreement shall apply to the new version, without additional charge if no new Software Components are contained in the new version. If the Customer elects not to acquire a new version, the Supplier will continue to provide Maintenance Services for the current version for 12 months or until a subsequent version is released (whichever occurs first).

9.4     The Licensed Software Computer Requirements may be updated by the Supplier where a new version requires additional or different requirements.

10.    Payment of Licence Fee and Maintenance Fees 

10.1     The Customer shall pay the Licence Fee to the Supplier. The license fee will be paid with reference to the purchase order on either the Commencement Date in full representing the first year of the term of engagements upfront or as a regular reoccurring payment monthly for the first year of the Term of the agreement.

10.2     The Customer shall pay the Maintenance Fee to the Supplier. The maintenance fee will be paid on the first anniversary of the Commencement Date and on each subsequent anniversary of the Commencement Date or as otherwise as a regular payment monthly as specified in the purchase order for the remainder of the Term. The Supplier reserves the right to increase the Maintenance Fee on the first anniversary of the Commencement Date and on each subsequent anniversary of the Commencement Date.

10.3     The Maintenance Fee is payable no less than Monthly in advance of the period to which it applies.

10.4     In addition to its rights under Clause 6.3, the Supplier reserves the right to change the Maintenance Fee where the Customer elects to purchase Software Components additional to those listed in the Purchase Order. Prior to the end of the Term, the Supplier will notify the Customer of any change to the Maintenance Fee should the Customer elect to extend the Term.

10.5     In addition to the Licence Fee and Maintenance Fee the Customer will pay any tax or other charge imposed on the Supplier in connection with, or as an outcome of, this Agreement including but not limited to a goods and services tax, excluding taxes which are exclusive to the Supplier.

10.6     If the Customer disputes the whole or any portion of the invoice submitted by the Supplier, the Customer shall pay the portion of the amount stated in the invoice which is not in dispute and shall notify the Supplier in writing within seven days of receipt of invoice of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute should have been paid at the time it was first invoiced, the Customer shall pay the amount finally resolved together with interest on that amount in accordance with the terms of payment set out in this Agreement.

10.7     Unless otherwise specified in this Agreement, the Customer shall pay the Supplier within 30 days of receiving an invoice from the Supplier. The Customer must pay interest on any amount due and not paid by the Customer within the time required by this Agreement at the rate of interest specified in the Purchase Order.

11. Implementation, Training and Software Delivery

11.1     The Software Documentation and Licensed Software will be delivered as specified in the Purchase Order or as agreed between the parties.

11.2     The Customer accepts the Licensed Software on the Commencement Date. 

11.3     The Supplier will provide the training set out in the Purchase Order Schedule or as agreed between the parties in a Statement of Work.

12.     Intellectual Property

12.1    The Customer shall not copy or reproduce the Licensed Software by any means or form, without the prior written consent of the Supplier.

12.2     If requested by the Supplier, the Customer shall issue a notice in a form approved by the Supplier to all Authorised Users of the Licensed Software, advising such persons of the Customer's obligations pursuant to this Clause 12 and also advising of consequences in the event of a breach of this Clause 12.

12.3     The Customer may not for any reason remove, modify, alter or reproduce any copyright or trade-mark symbol appearing on any part of the Licensed Software.

12.4     Nothing in this Agreement gives the Customer any rights in any business name, copyright or trademark held by the Supplier and applied to the Licensed Software and the Customer acknowledges that all right, title, and interest in and to the Licensed Software vests in the Supplier or its licensors.

13.    Security, Modifications, Changes, Reverse Engineering

13.1    The Customer shall not modify, adapt, translate or alter the Licensed Software, merge all or any part of it with any other software program, or create any derivative works based on the Licensed Software, without the Supplier's prior written consent on such terms required by the Supplier.

13.2    The Customer shall not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Licensed Software.

13.3     The Customer shall:
(i) be solely responsible for the use, supervision, management and control of the Licensed Software and Software Documentation; and
(ii) ensure that the Licensed Software and Software Documentation is protected at all times from unauthorised access.
(ii) be responsible for the results of the software and its purposes and not to hold the Supplier for any misuse of its purpose either intentional or accidental.

14    Liability of the Supplier

14.1    (i) The Customer agrees:
(a) that for all loss or damage sustained by the Customer in relation to this Agreement (including interest and costs), the Supplier is only liable to the extent of the Licence Fee paid to that point.
(b) This limitation applies to all liability - whether (without limitation) for negligence or for breach of section 14 of the Competition and Consumer Act 2010 (Cth) or under the Corporations Act 2001; and is modified, or expanded in 14.1(ii) and 14.1(iii) below.
(ii) The Customer agrees that the Supplier may, in its absolute discretion, choose either to re-supply the Services, or to pay the Customer the cost of having the Services re-supplied if:
-    the price of the Services is no more than $40,000; and
-    the Services are not of a kind ordinarily acquired for personal, domestic or household use; and
-    Part 3-2 the Competition and Consumer Act 2010 (Cth) applies to this Agreement and the Supplier breaches any term implied by that Act; and
-    it is fair and reasonable for the Supplier to make that choice.
(iii) The Supplier is not liable:
-    to the extent that the Customer is responsible for an act or omission that contributed to the Customer's loss;
-    for any processing deficiency (in any system) that is caused (in whole or in part) by input data that contains any date that is ambiguous as to the year, or is otherwise inaccurate;
-    for any defect or deficiency in any system or service that is not developed or provided by the Supplier under this Agreement. That includes (without limitation) the Customer's production and legacy systems and systems that receive data from systems produced by the Supplier;
-    for any losses caused to the Customer as a result of the Licensed Software being unavailable;
-    for any indirect or consequential loss, damage or costs or loss of profits;
-    to the extent that the Licensed Software transfers information across the Internet, for any loss, corruption or leak of information caused by such transfer.
(iv) The dollar amounts referred to in Clause 14.1(c) do not include GST.
(v) Should the Competition and Consumer Act 2010 (Cth), the Corporations Act 2001 or any other legislative provision prohibits or otherwise precludes the restriction, modification or exclusion of any statutory condition, warranty, guarantee, right, remedy or other benefit, then this Clause 14.1 does not restrict, modify or exclude it.

14.2 (i) Further to Clause 14.1, the Licensed Software is supplied for the sole use of the Authorised Users. The Supplier will not be liable for any direct, indirect or consequential loss, damage or costs arising out of or in connection with the contents or operation of the Licensed Software to persons not being the Customer.
(ii) The Customer agrees to indemnify the Supplier against all liabilities, claims, costs and expenses incurred by the Supplier in respect of any claim by a third party which is related to, arises out of, or is in any way associated with this Agreement.

14.3    Further to Clause 14.1, the Customer acknowledges that failure to follow the Software Documentation could result in erroneous data being produced by the Licensed Software and that in particular the Customer acknowledges that it has been advised to check all final results given by the Licensed Software for any anomalies. The product does not check for anomalies and incorrect data may be processed without question.

14.4     The Supplier will not be liable to the Customer for loss, damage or costs caused by any unauthorised access to the Licensed Software via the Internet or any other means. The Customer acknowledges that it is responsible for all loss, damage and costs caused by viruses. It is the Customer's responsibility to apply whatever protection measures it considers appropriate, including maintenance of firewall, internal network security, and virus scanning of all software installation, including the Licensed Software.

14.5     This Clause 14 will survive the termination of this Agreement.

15.    Warranties

15.1     The Supplier warrants that:
(i) it has the right and authority to grant the Licence to the Customer; and
(ii) the Licensed Software and the Associated Documentation are free and clear from all encumbrances and may lawfully be used by the Customer without infringing any rights of any third party.

15.2     Subject to Clause 15.4 the Customer warrants that it has not relied on any representations made by the Supplier which have not been expressly stated in this Agreement or upon any descriptions, illustrations or specifications contained in any document including any catalogues or publicity material produced by the Supplier, except for the Schedule and only to the extent it is not inconsistent with this Agreement. 

15.3     The Supplier does not warrant that
(i) the Licensed Software is error or defect free;
(ii) the use of the Licensed Software shall be uninterrupted;
(iii) the Licensed Software shall meet the Customer's requirements; or
(iv) the Licensed Software shall provide any functions not identified in the Software Documentation. 

15.4     The Customer acknowledges that to the extent the Supplier has made any representation which is not otherwise expressly stated in this Agreement, the Customer has been provided with the opportunity to independently verify the accuracy of that representation.

15.5     The Supplier warrants that the Licensed Software will perform free of Inherent Defects.

15.6    The Customer acknowledges that the Licensed Software and the Software Website will not always be available due to upgrades, maintenance and the nature of the Internet.

16.    Confidentiality

16.1 The Customer shall:
(i) treat as confidential, information relating in any way to the Licensed Software (including, without limitation, information concerning the functionality of the Licensed Software), the Supplier or its clientele ("Confidential Information");
(ii) not, without the Supplier's written consent, copy or disclose or cause to be copied or disclosed Confidential Information to a third party,
(iii) only disclose Confidential Information to those of its employees and contractors who need to know the information to enable the Licensed Software to be used in the manner contemplated by this Agreement; and
(iv) ensure that such employees and contractors shall be similarly bound by the terms of this Agreement

16.2 The Customer acknowledges that any discoveries, inventions, patents, designs or other rights arising (directly or indirectly) out of or in the performance of this Agreement are the property of the Supplier.

16.3 The Customer's obligations under this Clause 16 shall survive the termination of this Agreement

17.    Term and Termination

17.1 The Customer's licence to use the Licensed Software commences on the Commencement Date.

17.2 Subject to early termination as provided in Clauses 17.3 and 17.4, the Customer's licence to use the Licensed Software will continue for the Term of the Agreement.

17.3 Except as provided in Clauses 17.4 to 17.6 (inclusive), following the expiration of the initial Term, either party may terminate this Agreement upon 90 days notice in writing to the other party.

17.4 The Licence may be terminated immediately on the happening of a terminating event by notice in writing at the option of the party which has not committed or been subject to the terminating event.

17.5 For purposes of this Agreement, the following are terminating events:
(i) the breach by either party of any of its obligations under this Agreement where such breach is not remedied within 14 days of written notice requiring it to do so;
(ii) the appointment of any type of insolvency administrator to the Customer;
(iii) the entry by the Customer into any scheme, composition or arrangement with any of its creditors;
(iv) the merger with or takeover of the Customer by a third party,
(v) any event described in this Agreement as entitling a party to terminate this Agreement; and
(vi) the Customer ceases or threatens to cease conducting its business in the normal manner.

17.6 If notice is given by the Supplier to the Customer pursuant to Clauses 17.4 and 17.7 then the Supplier may also:
(i) repossess any copies of the Licensed Software in the possession, custody or control of the Customer;
(ii) revoke all User IDs granted to the Customer's Authorised Users, and otherwise prevent the Customer from accessing the Licensed Software and the Associated Website;
(iii) retain any moneys paid;
(iv) be regarded as discharged from any further obligations under this Agreement; and
(v) pursue any additional or alternative remedies provided at law or in equity.

17.8    On termination of this Agreement the Customer shall immediately cease to access and/or use the Licensed Software, and must uninstall the Licensed Software and return to the Supplier all copies of any Software Documentation, except that the Customer may retain any records created by the Licensed Software required by law to be kept and may continue to use and access any part of the Licensed Software which is necessary to access those records.

17.9 The Customer shall be entitled to read-only access to Customer data stored in the application and database for a period of 30 days after termination for the purpose of facilitating transition by the Customer to an alternative system.

18.    Force Majeure

18.1     A party shall not be liable for any delay or failure to perform its obligations if such delay or failure is due to a circumstance beyond the reasonable control of the party which results in the party being unable to observe or perform on time an obligation under this Agreement because of acts of God, natural disaster, fire, explosion, acts of war, terrorism, pandemics, riots, civil commotion, malicious damage, sabotage, revolution or strikes or without prejudice to the generality of the foregoing, any other circumstances beyond the reasonable control of the party ("Force Majeure").

18.2    A party affected by Force Majeure shall be suspended from performing its obligations under this Agreement for the period of the delay due to Force Majeure.

19.    Severability
If any provision of this Agreement is found to:
(i) be illegal, unenforceable or otherwise invalid; then, despite that invalidity or infringement:
(ii) this Agreement will remain in full force and effect to the extent permissible under or consistent with  the relevant laws; and
(iii) that provision will be deemed to be deleted and, substituted by a valid one which in its economic effect comes so close to the invalid provision that it can be reasonably assumed that the parties would have contracted also with this new provision.

20    General

20. 1    The benefit of this Agreement shall not be dealt with in any way by the Customer (whether by assignment, on-selling, sub-licensing, sub-contracting or otherwise).

20.2     If there is a dispute relating to this Agreement, the parties will submit to mediation before having recourse to any other dispute resolution process. Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Australian Commercial Disputes Centre (ACDC). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not conflict with the provisions of this clause. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise agree.

20.3    No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of those rights operate as a waiver of any subsequent breach.

20.4    This Agreement will be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales, Australia and the parties irrevocably submit to the exclusive jurisdiction of the Courts of that State.

20.5    The Supplier may without notice, but during normal business hours, audit the Customer's compliance with the terms and conditions of this Agreement (including without limitation, the payment of all applicable fees). The Customer agrees to provide the Supplier such access and assistance as is reasonably necessary to conduct any such audit and to pay all the Supplier's reasonable expenses and all other amounts due to the Supplier should the Customer be found to be in breach of this Agreement.

20.6     In this Agreement, unless the context otherwise requires, a reference to any party includes that party's successors or permitted assigns.

20.7     The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the expiration of this Agreement.

20.8     The Customer shall sign all documents and do all things necessary or desirable to give effect to this Agreement and will procure its officers, employees and agents to declare, make or sign all documents and do all things necessary or desirable to give full effect to this Agreement.

20.9     This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter; and may only be altered in writing signed by both parties.

20.10     Where the Customer consists of two or more persons, the provisions of this Agreement bind each person individually and all of them jointly.

20.11 To the extent that any supply made under or in connection with this Agreement is a taxable supply and GST is not expressly included in the consideration, the recipient must pay, in addition to the consideration provided under this Agreement for that supply an amount (additional amount) equal to the amount of that consideration multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.

21.    Severability
If any provision of this Agreement is found to:
(i) be illegal, unenforceable or otherwise invalid; then, despite that invalidity or infringement:
(ii) this Agreement will remain in full force and effect to the extent permissible under or consistent with the relevant laws; and
(iii) that provision will be deemed to be deleted and, substituted by a valid one which in its economic effect comes so close to the invalid provision that it can be reasonably assumed that the parties would have contracted also with this new provision.

22.    Notices

22.1     Notices under this Agreement may be delivered by hand, by electronic mail, by mail or by facsimile transmission to the addresses specified in this Agreement.

22.2     Notice will be deemed given:
(i) in the case of hand delivery, when delivered;
(ii) in the case of electronic mail, when received and confirmed by delivery, posting or facsimile;
(iii) in the case of posting, two days after dispatch;
(iv) in the case of facsimile, upon receipt of a correct and complete transmission report by the sender upon complete transmission.

23.    Service Level Schedule
23.1    Maintenance Support Levels

Priority    Description    Return acknowledgement
to User
within    Incident Resolution
1    Software is unavailable and there
is a critical business deadline
within the next 24 hours (i.e.
unable to access or run the solution)    1 hour    4 hours or constant effort until problem is
resolved (8 hours per day x 7 days per week
basis)
2    Software is available with functional errors preventing user from working (i.e. no workaround is available)    2 hours    8 hours or constant effort until problem is
resolved (8 hours per day x 5 days per week
basis)
3    The user can proceed with difficulty
(i.e. there is a workaround
available)    24 hours    5 days or such other time as agreed to by the
Supplier and the Customer (e.g.: the next
scheduled release date)
4    Any other enquiry (i.e.: inconsequential
business impact)    36 hours    60 days or such other time as agreed to by the
Supplier and the Customer (e.g.: this could be next
scheduled release date)


23.2    Customer Contact will be limited to two specified contacts from the organisation. The primary customer contact is specified in the Purchase Order or as otherwise agreed.
23.3    Supplier Contact person will be specified from the organisation in the Purchase Order or as otherwise agreement.

 

END