Terms and Conditions
Important Notice - Licence Agreement
Copyright © Signature Software Pty Ltd (ABN 44 066 349 504). All rights reserved. Subject to the provisions of the Copyright Act 1968 (Cth) (“Copyright Act") no part of the Signature Software computer programs, associated program code or other development of the computer programs (“Software") or the accompanying documentation (“Documentation") maybe reproduced or copied in any form or by any means (graphic, electronic or mechanical, including photocopying, recording, taping or information storage and retrieval systems without the written permission of Signature Software Pty Ltd (ABN 44 066 349 504)(“Signature Software").
The Software and the Documentation are owned by Signature Software and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
No person should rely on the contents of the Software or Documentation without first obtaining advice from a qualified professional person. The Software and Documentation are provided on the basis that:
1. Signature Software its officers, servants, contractors and agents, its former officers, servants, contractors and agents, and its authorised suppliers are not responsible for the results of any actions taken on the basis of information in the Software or Documentation, nor for any error in or omission from the Software or Documentation; and
2. Signature Software, its officers, servants, contractors and agents, and its authorised suppliers are not engaged in rendering legal, accounting, professional or other advice or services.
IMPORTANT – READ CAREFULLY: PERMISSION TO USE THIS SOFTWARE IS CONDITIONAL UPON YOU, THE CUSTOMER, AGREEING TO THE TERMS SET OUT BELOW. DO NOT PASS BEYOND THIS SCREEN, INSTALL, COPY, DOWNLOAD, ACCESS OR OTHERWISE USE THE SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENCE AND WISH TO BECOME THE LICENSEE OF THE SOFTWARE. BY PASSING BEYOND THIS SCREEN, INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS.
IF YOU DO NOT AGREE TO THE TERMS DO NOT PASS BEYOND THIS SCREEN, INSTALL, COPY, DOWNLOAD, ACCESS OR OTHERWISE USE THE SOFTWARE BUT PROMPTLY RETURN THIS SOFTWARE AND ANY ACCOMPANYING MATERIALS TO SIGNATURE SOFTWARE OR ITS AUTHORISED SUPPLIER.
1. Words with defined meanings
Various words have defined meanings when used in this agreement. These words are capitalised and the defined meanings are set out in clause 19.
2.1. Subject to clauses 2.2 and 2.3, in consideration of the payment of the Licence Fee, Signature Software grants to you a perpetual or restricted non-exclusive licence (“Licence") to install and use the Software and to use the Documentation for your own internal purposes only and you accept that grant on the terms and conditions of this agreement, provided always that if there is a limit to the number of Users of the Software or other restriction specified on the Invoice, or otherwise imposed upon the Licence under this agreement, the Licence to use the Software shall be restricted accordingly:
2.1.1. If you are specified on the Invoice as a Site user then Signature Software will provide you with the use of the Software and the Documentation at the Site.
2.1.2. If you are specified on the Invoice as an “application" user then Signature Software will provide you with access to the Software and the Documentation on the System.
2.2. If you are specified on the Invoice as a “stand-alone" Site user then you may install and use the Software on one stand-alone computer at the Site.
2.3. If you are specified on the Invoice as a “network" Site user then you may install the Software on a server at the Site but you must comply with the limit to the number of Users and other restrictions specified on the Invoice and in this agreement.
2.4. If you are specified on the Invoice as a “subscription" Site user then you may install the Software on a server at the Site but you must comply with the limit to the number of Users and other restrictions specified on the Invoice and in this agreement.
3. Licence Fee
3.1. You must pay the Licence and subscription Fees to Signature Software or its authorised supplier within the specified terms of the invoice by Signature Software or its authorised supplier as the case may be.
3.2. Without limiting any other right or remedy of Signature Software or its authorised supplier, interest on overdue amounts is to be payable by you at the rate of 20% per annum, from the date the amount became overdue until it is paid in full. Interest accrues daily and is payable monthly.
3.3. Without limiting any other right or remedy of Signature Software or its authorised supplier, the account may be suspended until settlement is received in cleared funds.
3.4. If you dispute the whole or any part of the amount claimed in an invoice submitted by Signature Software pursuant to this agreement, you will pay the undisputed portion on the due date. If it is subsequently resolved that a further amount is payable, you will pay that amount together with interest at the rate of 20 per cent per annum.
3.5. Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
3.6. In addition to paying the charges and any other amount payable or in connection with this agreement (which is exclusive of GST), you will:
3.6.1. pay to Signature Software an amount equal to any GST payable from any supply by Signature Software in respect of which the charges or any other amount is payable under this agreement; and
3.6.2. make such payment either on the date when the charges are due or 7 days after you are issued with a tax invoice, whichever is the later.
3.7. Signature Software must, within 28 days of request from the customer, issue a tax invoice (or an adjustment note) to you for any supply under or in connection with this agreement.
3.8. Signature Software will promptly create an adjustment note for (and apply to the Commissioner of Taxation for) a refund, and refund to you, any overpayment by the customer for GST but Signature Software need not refund to you any amount for GST paid to the Commissioner of Taxation unless Signature Software has received a refund or credit for that amount.
4. Limited Warranty
4.1. Signature Software warrants that on the day you obtain access to the Software, and for the next 90 days thereafter, the Software will perform substantially in accordance with the accompanying Documentation (“Limited Warranty").
4.2. To the extent allowed by applicable law, the Limited Warranty is only made to you, the first licensed user of the Software and Documentation, and there are no third party beneficiaries of the Limited Warranty. It is not intended for and does not apply to anyone else (except as required by law), including anyone to whom you make any assignment permitted in this agreement.
4.3. To the maximum extent permitted by applicable law your exclusive remedy for any breach of the Limited Warranty shall be, at Signature Software's option, either:
4.3.1. return of the Licence Fee paid; or
4.3.2. (if applicable) repair or replacement of,
the Software that does not meet this Limited Warranty and which is returned to Signature Software with a copy of your receipt evidencing payment of the Licence Fee. You may exercise this remedy without charge, except that you are responsible for any expenses that you may incur.
4.4. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication.
4.5. Any replacement software under clause 4.3 will be warranted for the remainder of the original warranty period under clause 4.1 or 30 days, whichever is longer.
5. Your obligations
Subject to clause 13.3 of this agreement and to the Copyright Act 1968 you must not, and must not allow or cause any other person to:
5.1. print, copy or reproduce the Software or Documentation by any means or in any form other than, if you are a Site user only, to make one copy of the Software for back-up and security purposes;
5.2. give, lease, rent, lend, assign, licence, sub-licence, transfer, distribute, disclose, disseminate, or publish the Software in any form to any other person or attempt to do any of these acts;
5.3. modify, adapt, alter, reverse engineer or decompile the Software;
5.4. obtain access, install or use the Software other than at the Site; or
5.5. use the Software for time-sharing, service bureau use, or third party training purposes.
6. Proprietary rights
6.1. The Licence granted by clause 2 does not make you the owner of the Software or the Documentation nor does it cause any transfer or assignment of any Intellectual Property Rights resulting to or subsisting in the Software or the Documentation to you. The Software and Documentation and all Intellectual Property Rights relating to or subsisting in the Software and Documentation remain the property of Signature Software.
6.2. You must not alter, change, remove, obscure or otherwise effect any modification to any notice or other indication of Signature Software's ownership of the Software and Documentation or of its Intellectual Property Rights relating to or subsisting in the Software and Documentation.
6.3. You must ensure that each copy of the Software and Documentation in your possession bears such notices relating to Signature Software's ownership of the Software and Documentation and of its Intellectual Property Rights relating to or subsisting in the Software as Signature Software may reasonably direct. In the absence of any specific direction by Signature Software, you must ensure that all such notices appearing on copies of the Software and Documentation delivered to you are reproduced and maintained on all copies made by you.
Signature Software may provide you with support services related to the Software (“Support Services"). Use of Support Services is governed by the Signature Software policies and programs described in the Documentation, in “online" documentation, and/or other Signature Software-provided materials. Any supplemental software code provided to you is part of the Support Services shall be considered part of the Software and subject to the terms of this agreement. With respect to technical information you provide to Signature Software as part of the Support Services, Signature Software may use such Information for its business purposes, including for product support and Development. Signature Software will not utilise such technical information in a form that personally identifies you.
8. Updates and new releases
8.1. Signature Software is under no obligation to provide you with upgrades or new releases of the Software.
8.2. If Signature Software does provide you with a copy of or access to (as applicable) an upgrade or new release of the Software:
8.2.1. the charge for the upgrade or new release will be the relevant charge appearing on the then current Upgrade Notice;
8.2.2. payment for the upgrade or new release must be made by the date for payment specified on the Upgrade Notice, or in the event that no date is so specified, by the last day of June in the year that the upgrade or new release is to be provided to you;
8.2.3. this agreement will continue to apply in all respects to the upgrade or new release which shall be deemed to be the Software for the purposes of this agreement; and
8.2.4. you must (if applicable and if requested by Signature Software) return the Software and the Documentation being used prior to the upgrade or new release (and all copies) to Signature Software, or otherwise deal with it in accordance with Signature Software's reasonable directions.
8.3. Without limiting your obligations under this clause 8, and notwithstanding any other provision of this agreement, Signature Software shall be under no liability to you in the event of loss or damage suffered by you as a result of its failure to comply with this clause, and you shall indemnify Signature Software in respect of any loss or damage suffered by Signature Software as a result of your failure to comply with this clause 8.
9. No reliance
You expressly acknowledge that:
9.1. you do not rely upon the skill and expertise of Signature Software, its officers, servants, contractors and agents, or its authorised suppliers with respect to the performance of the Software;
9.2. the Software was developed without consideration of your objectives and needs (including the need, if any, for the system to be accurate and reliable); and
9.3. Signature Software its officers, servants, contractors and agents, and its authorised suppliers make no representation or warranty that the Software is of any particular standard, fit for purpose or of merchantable quality.
10. Consumer rights
Consumers may have the benefit of certain rights and remedies under the Trade Practices Act and similar state and territory laws in Australia or the Consumer Guarantees Act in New Zealand in respect of which liability may not be excluded or restricted. The exclusions and restrictions on Signature Software's liability set out below and in the Limited Warranty are subject to the provisions of these Acts.
11. Warranties and limitation of liability
11.1. The Limited Warranty (as defined in clause 4) that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. No other warranties are made with respect to the Software or the Documentation by any person, including but not limited to Signature Software, any of its officers, servants, contractors or agents.
11.2. Except for the Limited Warranty and to the maximum extent permitted by applicable law, any condition or warranty which would otherwise be implied in this agreement is hereby excluded. Signature Software provides the Software and Documentation “as is" and with all faults, and hereby disclaims all other warranties, either express, implied or statutory, including but not limited to any (if any) implied warranties of merchantability, of fitness for a particular purpose, of lack of viruses, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and Documentation.
11.3. Where legislation implies in this agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying application of or exercise or liability under such condition or warranty, the condition or warranty will be deemed to be included in this agreement, and to the maximum extent permitted by law, such liability of Signature Software is limited, at Signature Software's option, to one or more of the following:
11.3.1. in the case of the Software:
184.108.40.206. (if applicable) replacement of the Software; or
220.127.116.11. correction of defects in the Software; or
18.104.22.168. the cost of having defects in the Software corrected;
11.3.2. in the case of the Documentation:
22.214.171.124. (if applicable) replacement of the Documentation; or
126.96.36.199. correction of defects in the Documentation; or
188.8.131.52. the cost of having defects in the Documentation corrected.
11.4. To the maximum extent permitted by applicable law, in no event will Signature Software or any of its officers, servants, contractors or agents or former officers servants, contractors or agents be liable in respect of any act or omission in connection with this agreement for any special, indirect, incidental or consequential damages whatsoever (including but not limited to damages for loss of revenue, loss of profits, opportunity loss, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any pecuniary or other loss whatsoever), arising out of or in any way related to the use of or inability to use the Software or Documentation, even if Signature Software or any of its officers, servants, contractors or agents have been advised of the possibility of such losses being incurred.
12.1. This agreement may be terminated upon three months notice by Signature Software or immediately by written notice from Signature Software in the following circumstances:
12.1.1. if you are in breach or threatened breach of any term of this agreement;
12.1.2. if you are subject to the appointment of any type of insolvency administrator in respect of your property or affairs;
12.1.3. in the event of the entry or proposed entry by you into any scheme, composition or arrangement with any of your creditors;
12.1.4. if you permanently discontinuance your use of the Software or any part of the Software;
12.1.5. if being a company, you are subject to the merger with or the takeover by another person;
12.1.6. if you, being a firm or partnership, are dissolved; or
12.1.7. if you destroy the Software and Documentation for any reason.
12.2. Upon termination of this agreement:
12.2.1. the Licence is revoked; and
12.2.2. you must immediately destroy any remaining copies of the Software and Documentation (including all revisions, enhancements and upgrades) and, upon Signature Software's request, certify in writing to Signature Software that they have been destroyed, or otherwise return or dispose of such material in the manner directed by Signature Software.
12.3. Termination of this agreement shall be in addition to any other remedies which either party may have under this agreement or otherwise and does not affect any rights or obligations that had accrued at the time of termination nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination.
13.1. You acknowledge that in entering into this agreement you have not relied on any representations or warranties about its subject matter except as expressly provided by the written terms of this agreement.
13.2. This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, arrangements, undertakings, understandings and negotiations on that subject matter. No addition to or modification of any provision of this agreement shall be binding upon the parties unless made by written instrument signed by a duly authorised representative of the party.
13.3. You may not assign your rights under this agreement without the prior written consent of Signature Software If Signature Software in its absolute discretion to such assignment, Signature Software may impose any conditions, including that the assignee executes a deed of covenant pursuant to which it agrees to be bound by the terms of this agreement.
13.4. A party may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that right, power or remedy or an exercise of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise. A party is not liable for any loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising the right, power or remedy.
13.5. A provision of, or a right created under, this agreement may not be varied except in writing, signed by the party or parties to be bound.
13.6. 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.
13.7. The rights, powers and remedies provided in this agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this agreement.
13.8. Clauses 3, 5 and 6 survive the termination of this agreement for any reason.
13.9. Neither party is liable for any breach of its obligations under this agreement if the breach resulted from a cause beyond its reasonable control.
13.10. If any provision of this agreement is held to be invalid, unenforceable or illegal for any reason, this agreement will remain otherwise in full force apart from such provision which will be deleted.
13.11. Each indemnity in this agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives the termination of this agreement.
14.1. A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.
14.2. A party will not be in breach of subclause 1 in circumstances where it is legally compelled to disclose the other party's Confidential Information.
14.3. Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party's Confidential Information.
14.4. Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.
14.5. This clause will survive the termination of this agreement.
You shall be responsible for protecting the Software and the Documentation at all times from unauthorised access, use or damage.
All notices which are required to be given under this agreement shall be in writing and shall be sent to the address of the recipient set out in the schedule or such other address as the recipient may designate by notice given in accordance with this clause. Any notice may be delivered by hand or by pre-paid letter or facsimile or email. Any such notice shall be deemed to have been served when delivered (if delivered by hand) or 48 hours after posting (except by pre-paid letter) or on transmission by the sender (if sent by facsimile).
Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement.
18. Governing law and jurisdiction
18.1. This agreement and the transactions contemplated by this agreement are governed by the law in force in Victoria.
18.2. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and courts of appeal from them. Each party waives any right it has to object to an action being brought in those courts including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.
19. Definitions and interpretation
19.1. The following words have these meanings in this agreement unless the contrary intention appears:
19.1.1. 'Confidential Information' means information that is by its nature confidential but does not include:
184.108.40.206. information already known to the receiving party at the time of disclosure by the other party; or
220.127.116.11. information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this agreement;
19.1.2. 'Documentation' means all manuals, handbooks, and other printed material relating to the Software and its use supplied by Signature Software or its authorised supplier under this agreement.
19.1.3. 'GST Law' means the same as GST law in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
19.1.4. 'GST' means:
18.104.22.168. the same as in the GST Law;
22.214.171.124. any other goods and services tax, or any tax applying to this transaction in a similar way; and
126.96.36.199. any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
19.1.5. 'Intellectual Property Rights' means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
19.1.6. 'Invoice' means Signature Software's or its authorised supplier's standard form invoice as sent to you in relation to your ordering of Software, upgrades, or new releases.
19.1.7. 'Licence Fee' means the fee appearing on the Invoice payable by you to Signature Software or its authorised supplier.
19.1.8. 'Limited Warranty' has the meaning set out in clause 4.
19.1.9. 'Signature Software' means Signature Software Pty Ltd (ABN 44 066 349 504) a company duly incorporated in the State of New South Wales with its registered office at Suite 16, Ballarat Technology Park Central, 106 – 110 Lydiard Street South, Ballarat, Victoria.
19.1.10. 'Site' means the single geographical location specified on the Invoice.
19.1.11. 'Software' means the computer software application being the object code version of the computer programs listed on the Invoice.
19.1.12. 'System' means Signature Software's computer facilities (including websites) used by Signature Software to host the Software and the Documentation.
19.1.13. 'Upgrade Notice' means Signature Software's standard form (or other document accepted by Signature Software for this purpose) for ordering upgrades or new releases.
19.1.14. 'User' means a person accessing any part or all of the Software at any given point in time. For the avoidance of doubt, any background tasks created or spawned by an individual user is not to be treated as a separate user. If, however, a background task or process created by a particular individual user is still running then that individual user is deemed to be accessing the Software at that point in time.
19.2. In this agreement unless the contrary intention appears:
19.2.1. the singular includes the plural and vice versa and words importing one gender include all other genders;
19.2.2. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
19.2.3. a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; and
19.2.4. a reference to “you" is a reference to the customer set out on the Invoice who has purchased a licence for the Software.
19.3. Any marginal notes or headings are included for convenience and do not affect the interpretation of this agreement.