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a) Before you click on the "Login" button above, you must read the terms and conditions of this licence (Licence Agreement).
b) By clicking on the "Login" button and by using the software program with which this Licence Agreement is distributed (Software), you are consenting to be bound by this Licence Agreement.
c) If you do not agree with the terms and conditions of this Licence Agreement, you must exit this program without using the Software.
By using the Software, you will be deemed to:
a) have read this Licence Agreement;
b) fully understand the terms of this Licence Agreement;
c) agree to be bound by the terms of this Licence Agreement; and
d) understand that this Licence Agreement is a legal agreement between you and InsuranceCONNECT Pty Ltd (InsuranceCONNECT) and can be enforced accordingly.
1. OPERATION OF THIS AGREEMENT
1.1 This Agreement commences on the date indicated in your agreement as ("Contract Date") and continues for an initial term of 1 year from the ("Commencement Date") unless terminated in accordance with clause 10 or extended in accordance with clause 1.2 ("Term").
1.2 The Term may be extended by written agreement between the parties for successive periods of 1 year. An agreement to extend the Term of this Agreement must be reached by the parties not later than three months prior to the end of the then current Term.
1.3 In consideration of their mutual obligations, InsuranceCONNECT agrees to supply, and the Customer agrees to purchase, configuration services (in accordance with clause 2), a software and content license (in accordance with clause 3), support and maintenance services (in accordance with clause 4) and additional services (in accordance with clause 5) on the terms and conditions in this Agreement.
2. CONFIGURATION SERVICES
InsuranceCONNECT will provide installation and configuration services to configure the software contained in the package selected on the front page of this Agreement in accordance with the Scope of Configuration Work set out in Schedule 1 ("Installation and Configuration Services").
3. SOFTWARE LICENCE
3.1 InsuranceCONNECT grants a non-exclusive, non-transferable licence to Customer to use the software contained in the package selected on the front page of this Agreement ("Software") and any associated documentation and templates ("Content") for Customer’s internal business use for the Term. The use of the Software will be limited to the number of users specified on the front page of this Agreement ("Users").
3.2 The Customer may only use and copy the Software, any associated documentation and Content for the purpose of its business and in accordance with normal operating procedures notified by InsuranceCONNECT to the Customer.
3.3 The Customer must not, and must not directly or indirectly allow or cause a third party to, modify, alter, reverse assemble or reverse compile the whole or any part of the Software or Content.
3.4 InsuranceCONNECT will use its reasonable commercial endeavours to provide patches to the Customer to ensure the integrity of the Software within a reasonable time of such patch becoming generally available.
4. MAINTENANCE AND SUPPORT SERVICES
4.1 For 12 months from the Commencement Date, and for each 12 month period thereafter in which the Term is extended and in which the Customer purchases Maintenance and Support from InsuranceCONNECT, InsuranceCONNECT will:-
(a) provide Maintenance and Support as set out in Schedule 2 "Scope of Support";
(b) provide, install and configure any upgrade or new release of the Software within a reasonable time of such upgrade or new release becoming generally available; and
(c) provide helpdesk support to the Customer during normal business hours in Victoria in relation to use of the Software.
4.2 The Customer is not obliged to accept any upgrade or new release of the Software. If the Customer does not accept an upgrade or new release, InsuranceCONNECT will provide helpdesk support to current Users of the two immediately prior versions of the Software.
5. ADDITIONAL SERVICES
5.1 Customer may from time to time purchase additional services ("Additional Services"). Such Additional Services will be provided on the further terms and conditions to be agreed between the parties in accordance with the process set out in Schedule 2 or in a Statement of Work ("SOW") in the form of Exhibit A to this Agreement.
5.2 SOWs are to be agreed between the parties and will describe the purpose and scope of the Additional Services, the scope of any license extension, fees and additional terms and conditions (if any).
5.3 Each SOW constitutes a separate binding agreement between the parties. The terms of this Agreement shall govern each SOW except to the extent of any inconsistency or as otherwise stated in the SOW, in which case, the terms set forth in the SOW will take precedence.
6.1 The Customer may notify InsuranceCONNECT from time to time if it wishes to increase or decrease the number of Users. InsuranceCONNECT will advise the Customer of applicable rates for each package purchased by the Customer, and the Customer must pay those rates to InsuranceCONNECT if it wishes to increase the number of Users.
6.2 InsuranceCONNECT will adjust the Customer’s user access as soon as practicable after receiving payment of the applicable rates from the Customer.
6.3 InsuranceCONNECT will not be liable to refund any amount in the event the Customer decreases its number of Users.
7. PAYMENT AND GST
7.1 InsuranceCONNECT will invoice Customer in accordance with the prices set out in this Agreement as adjusted in accordance with this Agreement. All prices set out in this Agreement will be adjusted on each anniversary of the Commencement Date for changes in the CPI (all groups eight cities) since the later of the Commencement Date and the date of the last CPI adjustment.
7.2 Customer must pay any invoice issued by InsuranceCONNECT within 14 days of receiving the invoice. InsuranceCONNECT may charge, and the Customer must pay, interest on any amount due and not paid by the time required by this Agreement at the rate of 10% per annum.
7.3 Amounts specified in this Agreement are exclusive of GST. The recipient of any supply must pay to the InsuranceCONNECT an additional amount equal to the amount of consideration for the supply multiplied by the applicable GST rate.
8. INTELLECTUAL PROPERTY
As between InsuranceCONNECT and the Customer, InsuranceCONNECT will own all copyright and other intellectual property rights (registered or unregistered) in the Software and Content and in any modifications to or adaptations of the Software and Content.
All information exchanged between the parties relating to this Agreement ("Confidential Information") may not be disclosed to any person except:
(a) to employees, advisers and other personnel of the party or its related bodies corporate (as defined by the Corporations Act 2001) requiring the Confidential Information for the purposes of this Agreement;
(b) if the information is, at the Commencement Date, lawfully in the recipient’s possession through sources who have not breached an obligation of confidentiality;
(c) if required by law or a stock exchange; or
(d) if the Confidential Information is generally and publicly available other than as a result of breach of confidence by the recipient.
10. TERMINATION AND CONSEQUENCES OF TERMINATION
10.1 Either party may immediately terminate this Agreement if the other:
(a) becomes, or threatens to become, unable to pay its debts as and when they fall due; or
(b) Commits any material or persistent breach of this Agreement and fails to cure the breach within fourteen (14) days of being notified in writing of the breach by the other party.
10.2 On termination of this Agreement Customer’s licence to use the Software and Content, InsuranceCONNECT’s obligation to supply the terminated Software, Content, Maintenance and Support or Additional Services under this Agreement ceases, and the Customer must pay to InsuranceCONNECT all outstanding amounts due under this Agreement and InsuranceCONNECT will not be required to refund any amounts already received under this Agreement.
10.3 This clause 10 and clauses 8, 9, 12, 13, 14, 16 and 17 survive termination of this Agreement.
11.1 InsuranceCONNECT warrants that it will:
(a) provide patches for any material problem with the Software which is experienced by a reasonable number of Customers; and
(b) perform its services under this Agreement with due care and skill.
11.2 Subject to clause 12.2, to the extent permitted by law InsuranceCONNECT excludes all other express or implied warranties.
12.1 Subject to clause 12.2 InsuranceCONNECT shall not be liable to Customer:
(a) for any indirect or consequential loss or damage (including without limitation loss of profits, loss of or damage to data and loss of management time) suffered or incurred by Customer as a result of acts or omissions (including without limitation negligence) of InsuranceCONNECT; or
(b) In relation to all other loss, for an amount in excess of an aggregate total of AUD$100,000 in relation to this Agreement.
12.2 To the extent that any statute or other law limits the ability of InsuranceCONNECT to exclude warranties or limit its liability to Customer, to the extent permitted by law InsuranceCONNECT claims the benefit of any exclusion or limitation permitted by such statute or law, including, without limitation, section 64 of Schedule 2 of the Competition and Consumer Act 2010.
13. DISPUTE RESOLUTION
13.1 Any matter of dispute under this Agreement must be promptly communicated to the other party in writing. The parties agree to attempt in good faith to settle any dispute, controversy or claim, whether based on contract, tort, statute or other legal or equitable theory arising out of or related to this Agreement (collectively, a "Claim") by way of consultation between themselves. Consultations will be initiated upon written notice by either party to the other.
13.2 If either party has a Claim against the other party that has not been resolved pursuant to clause 13.1, a written description of such Claim will be provided to the other party and each party must use its reasonable efforts in good faith to resolve the Claim via non-binding mediation in accordance with the applicable rules of the Institute of Arbitrators and Mediators Australia.
13.3 Each party will bear its own costs incurred in a mediation, and the parties will equally defray the mediator’s fees.
13.4 Any negotiations pursuant to this clause are confidential, and will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence.
13.5 The parties agree that the process set out in this clause 13 will not prevent them from applying to a Court for urgent injunctive relief. The parties will otherwise be prevented by this Agreement from commencing Court proceedings in relation to any Claim until the provisions of clauses 13.1 to 13.4 have been complied with.
All notices and other communications in connection with this Agreement must be in writing, signed by an authorised officer of the sender and marked for the attention of the contact person on the front page of this Agreement unless otherwise directed by the recipient.
15. FORCE MAJEURE
15.1 "Force Majeure" means any act of God, wars, governmental laws, orders, requirements or actions, enemy or hostile governmental actions, strikes, lockouts, labor or employment difficulties, civil commotions, fires, floods, accidents or breakdowns, or any other casualties or conditions which are beyond the reasonable control of either party and not due to the fault or negligence of such party.
15.2 If, as a result of Force Majeure, either party fails to perform any obligations specified in this Agreement and gives written notice of same to the other party within ten (10) calendar days of the occurrence of the event which comprises the Force Majeure, then such failure will not be deemed a breach of this Agreement and the applicable time periods in which to perform will be extended, but only to the extent and for the period such condition exists.
15.3 The defence of Force Majeure will not apply to any obligation to pay moneys.
16. GOVERNING LAW
This Agreement is governed by the law in force in Victoria, Australia.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements.
InsuranceCONNECT may assign or novate this Agreement by providing not less than 14 days written notice to the Customer. The Customer may assign or novate this Agreement only with the written consent of InsuranceCONNECT.