The Safety Alliance Ltd (referred to as TSA here-after) and its Partnering Organisations
PAYMENT TERMS
1.1 TSA will charge an establishment fee, or as agreed by the parties. The fee will be paid prior to password access being granted.
1.2 The client may upgrade their system to the next level of compliance by requesting to do so, at which time upgrade fees will be payable. If the client downgrades to a lower compliance level, establishment fees are not refundable, but the monthly fee will be adjusted accordingly.
1.3 Establishment fees are not refundable on cancellation of service.
1.4 Payments can only be made by Pre-Authorised Bank Deduction or Credit Card Authority.
SAF T MAP Terms and Conditions
1.1 Clients using SAF T MAP acknowledge that it may take between 7-10 business days before the system is configured to your requirements.
SYSTEM REQUIRMENTS
1.1 Browsers: Our preferred browsers are Mozilla Firefox 3.0 and higher, Internet Explorer, IE 8 and higher. Users with IE 7 are urged to update.
1.2 PDF Reader: Our services are delivered with browsers. Manuals and documents are produced in pdf. You will require a pdf viewer. The viewer can be obtained at http://www.adobe.com
1.3 Internet Access: Internet access is required to access our services. Some Firewalls and Proxy Servers may inhibit access. Contact your service administrator.
1.4 Training: We provide training for new clients. We prefer VoIP or phone calls over the Internet which are free. VoIP calls require additional software. We will also provide training with fixed line phones. We will not train using mobile phones.
STANDARD LICENSE AGREEMENT
1. TSA'S OBLIGATIONS
1.1 TSA shall provide the Services to the Client in accordance with this Agreement and the Scope of Services during the Term.
2. THE CLIENT'S OBLIGATIONS
2.1 The Client shall pay to TSA the Fees as and when specified. The Fees are exclusive of GST
2.2 The Client must pay the Service Fee and other fees in advance.
2.3 Billing is on a monthly cycle. Payment is due by the end of the month for the following month's service.
2.4 The Client must provide and pay for:
(a) the installation and use of telephone lines and all other equipment needed to access the Service at their own cost;
(b) all GST, government taxes, duties and levies (if any) imposed on the Client or TSA in respect of any services or goods supplied.
2.5 The Client shall provide all reasonable assistance to TSA to enable TSA to provide the services and grants TSA a license to use and reproduce all Client data in order to fulfil its obligations under this agreement.
2.6 The Client shall:
(a) appoint an Administrator or Administrators who must be:
(i) knowledgeable about computers generally and the Licensee's computer system in particular; and
(ii) familiar with and competent in the use of the Program.
(b) use reasonable endeavours to solve problems and issues itself before requesting Support and Maintenance;
(c) provide TSA with any cooperation or information that it reasonably requires to provide Support and Maintenance; and
(d) ensure that only Administrators contact TSA regarding Support and Maintenance issues.
2.7 The Client shall:
(a) protect its users names and passwords; and
(b) be responsible for all actions taken using its user names and passwords, whether authorised by the Client or not, and TSA is not responsible for misuse of the Client's user name and password unless TSA itself misuses the user name and password.
2.8 The Client will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by it onto or downloaded by it from the Server does not contain any computer virus and will not, in any way, corrupt the data or systems of any person.
2.9 The Client shall not submit information which:
(a) is unrelated to its own organisation, or sub-contractors or
(b) is in any way defamatory or derogatory of any person or organisation; or
(c) is misleading, deceptive, likely to mislead or likely to deceive; or
(d) contains inappropriate or obscene, offensive or restricted or offensive material; or
(e) can expose TSA to legal claims by employees or third parties; or
(f) contains a virus or other harmful component.
2.10 TSA may, in its absolute discretion, remove any material that it deems inappropriate.
2.11 The Client shall indemnify TSA, its employees and agents, and partnering organisations against all liability for loss or damage (including indirect or consequential loss and loss of profits) or liability they may suffer as a result of the Client's conduct in relation to the subject matter of this Agreement.
3. SUSPENSION OF SERVICE
3.1 TSA may from time to time without notice suspend any Service or disconnect or deny the Client access to any Service if the Client fails to comply with this Agreement (including failure to pay charges due) until the breach (if capable of remedy) is remedied, or does, or allows to be done, anything which in TSA opinion may have the affect of jeopardising the operation of any Service.
3.2 Notwithstanding any suspension of any Service under this clause the Client shall remain liable for all Fees due throughout the period of suspension.
3.3 In terms of fair usage, TSA retains the right to suspend services or negotiate usage under separate terms and charges at the standard publicised rates
4. OWNERSHIP, COPYRIGHT AND LICENCES
4.1 TSA grants the Client a perpetual, irrevocable and non-exclusive license to use the Programs.
4.2 The Client may use the Programs for the Client's internal purposes.
4.3 The Client may not, without the written consent of TSA:
(a) sell, lease, sub-license, provide by way of a bureau service nor provide a copy of - the Program to a third party; nor
(b) otherwise permit any third party to copy or use the Program, except:
(c) to or in respect of a Related Entity of the Client; or
(d) for the purpose of the Client's ongoing maintenance of the Programs and modification thereof for the Client's internal purposes.
4.4 All IP Rights associated with the Programs vest and remain vested in TSA.
4.5 TSA may by notice to the Client terminate the licenses granted above if the Fees are not paid in accordance with this Agreement and TSA shall be permitted to enter the Client's premises during normal business hours and with reasonable notice for the purpose of removing the Program.
4.6 Each login applies to a single natural person and login ID can not be shared amongst users. Separate logins needs to be purchased for each person accessing the system
5. ACCEPTANCE TESTING
5.1 The Client agrees to test the Programs. The Client agrees to accept the Programs within 7 days after the system becomes available if the Client has not discovered any Defects in the Program
5.2 Due to the nature of the Internet, software, telecommunication and a multitude of factors outside the control of TSA that may affect
5.3 The operation of the Program, TSA cannot warrant that the operation of the Program will be continuous or uninterrupted or error free. However, if the Program contains Defects, TSA will remedy the Defects at no cost to the Client as soon as practicable.
6. ENHANCEMENT REQUESTS
6.1 The Client may lodge Enhancement Requests with TSA.
6.2 TSA promises to consider Enhancement Requests in good faith, but any decision as to whether, when or how to include them in the Program is TSA's alone.
6.3 Enhancement Requests become the sole property of TSA on lodgement.
7. CONFIDENTIALITY
7.1 Neither party shall, without the prior written approval of the other Party, disclose the other Party's Confidential Information.
7.2 Neither party shall be in breach of sub clause 7.1 in circumstances where it is legally compelled to disclose the other Party's Confidential Information.
7.3 Each party shall 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.
7.4 Each party may at any time require the other party to arrange for its employees, agents or sub-contractors engaged in the performance of this Agreement to execute a suitable confidentiality deed within a reasonable time frame.
7.5 Each party shall on demand return to other party any documents supplied in connection with this Agreement.
7.6 This clause shall survive the termination of this Agreement.
7.7 Each party shall ensure that all information and materials of the other party in its custody for purposes connected with this Agreement are protected at all times from unauthorised access or use by a third party, and from misuse, damage or destruction by any person.
8. LIMITATION OF LIABILITY
8.1 Access to the site is not warranted to be uninterrupted or fault free. TSA may alter or discontinue the site at its discretion. If the site is unavailable for more than 2 hours on any given day during the Term (excluding scheduled maintenance), the Client will be reimbursed a proportionate amount for those days that the Program is unavailable for more than 2 hours.
8.2 TSA has no obligation to review or edit content of the Client data.
8.3 TSA's liability is limited:
(a) in the case of goods to any one or more of the following at the option of TSA: the replacement of the goods or the supply of equivalent goods; the repair of goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; or
(b) in the case of services to any one or more of the following at the option of TSA: the re-supplying the services; the payment of the cost of re-supplying the services,
and in either case, to any lesser liability permitted by the relevant law.
8.4 TSA will not be liable for any special, indirect or consequential damages, loss of profit, goodwill, revenue or loss of anticipated saving or loss, or corruption of data arising as a result of a breach of the terms and conditions of this Agreement by that other party or as a result of a breach of duty of care or negligence arising at law.
8.5 To the maximum extent permitted by law, TSA's liability to the Client under this Agreement is limited to the total value of this Agreement.
9. TERMINATION
9.1 This Agreement shall continue for the Term.
9.2 At the end of the initial Term, the contract will automatically extend for a further period of the same duration unless cancelled in writing by either party at least 60 days before the end of the current Term.
9.3 Either party may terminate this Agreement by notice to the other if the other party:
(a) fails to remedy a breach of this Agreement after being given 7 days' written notice to remedy that breach; or
(b) is in liquidation or provisional liquidation or under administration;
(c) is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved, in each case, other than for the purpose of a solvent reconstruction, amalgamation or reorganisation; or
(d) becomes insolvent or is otherwise unable to pay its debts as they fall due.
9.4 Termination of this Agreement shall be without prejudice to any rights or obligations which may have arisen.
10. MISCELLANEOUS PROVISIONS
10.1 Notices: Any notice or other communication required under this Agreement:
(a) must be addressed to the addressee at the addressee's address set out in item 1 of the Schedule or as specified to the sender by notice;
(b) must be signed by an authorised person associated with the sender;
(c) will be regarded as being given by the sender and received by the addressee:
(i) if by delivery in person - when delivered to the addressee if a business day, otherwise the next business day; or
(ii) if by normal post - 3 business days from and including the date of postage; or
(iii) if by facsimile transmission or e-mail - 1 business day from transmission.
10.2 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
10.3 Proper Law/Jurisdiction: This Agreement is governed by the laws of Western Australia and the parties hereby submit to the jurisdiction of the Courts of Western Australia.
10.4 Force Majeure: No failure or omission by the parties to perform any of their obligations under this Agreement, except a failure to pay money:
(a) will be a breach of this Agreement; or
(b) will create any liability,
if such failure or omission arises from any cause or causes beyond the control of the relevant party, including but not limited to acts of god, fire, storm, lightning, flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot, invasion, strikes and lockouts. A party seeking to rely upon this clause must promptly advise the other party by notice in writing of the details of the relevant event.
11. DEFINITIONS
In this Agreement:
Acceptance Test Period means:
(a) the period of 28 days starting on the date that TSA delivers the Program to the Client.
Defect means:
(a) an error in the Program; or
(b) any part of the Program (including data written by it) fails to function for a reason attributable to TSA.
Fees means the fees in the TSA Schedule of Standard Rates.
Program means any programs and other material created or used by TSA in the course of providing the Services.
Services means the hosting of the application on the internet.
IP Rights means the following intellectual property rights in relation to Integration Program:
(a) any patent, trade marks, copyright, registered design or other design right, electronic or circuit layout right and any corresponding property or right under the laws of any jurisdiction throughout the world;
(b) any right under the laws of Australia, or of any other jurisdiction throughout the world, to apply for the grant of registration of a patent, trade mark, copyright, design, electronic or circuit layout right or any corresponding property or right; and
(c) any rights throughout the world in respect of an invention, discovery, trade secret, know-how, concept, idea, information, data, algorithm or formula.
Related Entity has the meaning given in the Corporations Act 2001 (Commonwealth) and where used in respect of the Client, includes each person who, at any time on or after the date of this Agreement, carries on business in partnership with other persons under the Client name or under a name substituted for that name.
Schedule means the Schedule to the Proposal Document.
Term means a period of one month from the date of payment.
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