This is an End User Software Licence Agreement entered between Computer Frameworks Pty. Ltd (“Computer Frameworks”) A.B.N. 61087798909 and [CLIENT] (“Customer”).
The Customer and Computer Frameworks agree that the terms and conditions contained in the Agreement apply to the Software and other items specified on Schedule A of this Agreement. In addition to the terms and conditions in Section A of this Agreement, Section B applies to the Software.
All orders are subject to the approval of Computer Frameworks' corporate office in Sydney, New South Wales and cannot be cancelled.
Payment terms are MONTHLY payment for the use of software, unless otherwise indicated in this Agreement. “Delivery” means the date when the product(s) are placed in the possession of the Customer. The Customer agrees to pay a late charge of one percent (1%) per month, (but not in excess of the rate allowed by law), on any overdue amounts.
Full payment of the FIRST MONTH'S COST is required prior to usage.
Professional Services (OPTIONAL SERVICE)
All Professional Services will be invoiced as rendered and will be due 7 days from date of invoice.
Computer Frameworks warrants that all Computer Frameworks’ Software shall be free from defects in materials and workmanship, for a period of twenty (20) business days from the date of delivery and the Software will perform in accordance with Computer Frameworks published specifications. The term of any applicable maintenance agreement commences upon the expiration of the 20 business days warranty period.
This warranty is extended to the Customer only and shall not apply to the Software in the event of:
- Failure of Customer to provide and maintain a suitable operating environment,
- Damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Computer Frameworks components), unusual physical or electrical stress or causes other than normal and intended use.
EXCEPT TO THE EXTENT THAT SUCH WARRANTIES MAY NOT BE EXCLUDED PURSUANT TO LEGISLATION THE PARTIES AGREE THAT ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
Limitation of Liability
IN NO EVENT WILL COMPUTER FRAMEWORKS BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST DATA OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR CUSTOMER’S USE OF, OR INABILITY TO USE THE EQUIPMENT, SERVICES OR SOFTWARE, PROVIDED FOR IN THIS AGREEMENT.
- This Agreement shall be governed by New South Wales law and the Customer agrees to submit to the exclusive jurisdiction of the New South Wales courts.
- The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect.
- The Customer shall not assign this Agreement or the Licence to the Software without the prior written consent of Computer Frameworks and any purported assignment, without such consent, shall be void.
- Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm or other acts of God. Both parties agree to use their reasonable efforts to minimize the effects of such failures or delays.
- All notices given under this Agreement shall be in writing and sent postage pre-paid, if to Computer Frameworks, to the address on the first page of this Agreement, to the attention of the Finance and Administration Manager, or if to Customer, to the address on the first page of this Agreement, to the attention of Administration Manager.
- No action, regardless of form, may be brought by either party more than one (1) year after the cause of action has arisen, except that an action for non-payment may be brought by Computer Frameworks within two (2) years after the Customer's last payment.
- This Agreement supersedes all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorised representatives of both parties.
- The Customer agrees to reimburse Computer Frameworks for all reasonable and necessary travel expenses incurred by Computer Frameworks in the performance of any Services. All expenses will be charged at cost price and must be pre-approved by the Customer.
- Prices are exclusive of all government duties and taxes. Computer Frameworks reserves the right to add to the agreement price the amount of any tax or other government charge(s) levied on the Customer and properly collectible by Computer Frameworks.
- The Customer and Computer Frameworks recognise and agree that the hours defined for Professional Services are estimated based upon the preliminary information provided by the Customer to Computer Frameworks.
- If either party considers that a dispute has arisen, it may give notice to the other party. The notice must set out particulars of the dispute.
- Promptly after the receipt of a notice of the dispute, both parties must meet to discuss the dispute and negotiate in good faith to resolve the dispute without resorting to any legal proceedings.
- If the parties do not resolve the dispute within 14 business days of the receipt of the notice of the dispute, either party may request that the dispute be escalated. Either party may commence legal proceedings.
- This Licence is ongoing unless terminated by the Customer or Computer Frameworks.
- Either party reserves the right to terminate this agreement by giving the other party 30 days written notice.
- Upon termination of this Licence, Computer Frameworks must refund to the Customer within 30 days, all fees paid by the Customer in relation to Services not yet performed. This excludes any Licence costs paid by the customer.
- Upon termination, the Customer is responsible for advising Medicare of the termination.
- Upon termination of this Licence, the Customer must settle all outstanding invoices within 30 days, for services rendered by Computer Frameworks up to the termination date.
Your continued use and subscription of any NEO Software Services will constitute your: