Software Licence Agreement

Billing…

  1. Unless otherwise agreed between Sureview and the Client in writing, 100% of Sureview's setup fees will be paid upon completion of the installation and then at the interval specified in schedule 1.
  2. Sureview's fees and disbursements are exclusive of GST. GST must be paid in addition to Sureview's fees and disbursements at the same time as Sureview's fees and disbursements are payable to it.
Extra Services…
  1. The fees for Services are based on the scope outlined in the proposal. Sureview reserves the right to revise Sureview's fees in the light of any changes to the Services requested by the Client, or as a result of any changes which Sureview and the Client agree.

Intellectual Property…

The Client is granted a licence to use the software provided to the Client by Sureview, subject to the following:

  1. Unless specified in the proposal or otherwise agreed between Sureview & the Client in writing, the licence shall be on a non exclusive and non transferable basis.
  2. Except to the extent that any intellectual property is owned by the Client or a third party, all intellectual property is owned and will continue to be owned by Sureview.
  3. In particular, any materials supplied by Sureview from the Australian Bureau of Statistics ("ABS") remains the intellectual property of the Commonwealth of Australia. Schedule 1 sets out additional terms relating to materials provided by the ABS (if any).
  4. Any copyright or other intellectual property rights in any materials supplied by the Client to Sureview remain the property of the Client or the original third party owners.
  5. Except to the extent that the Client or third parties have any rights in intellectual property derived from the sources already mentioned, Sureview will own the intellectual property in all data, enhancements, analysis, modelling, software, reports and other intellectual property used by Sureview and produced by Sureview, from the materials supplied to Sureview by the Client and any one else.

Client Warranties…

  1.   The Client promises Sureview that the Client is entitled to use the materials supplied to Sureview by the Client, for Sureview's purposes in performing the Services.

Sureview Warranties…

  1. Sureview promises the Client that Sureview is entitled to use and provide any materials to be used or supplied by it in undertaking the Services.
  2. All conditions and warranties implied by Sureview are excluded.

Confidentiality…

  1. Both the Client and Sureview shall treat as confidential information which comes into their possession pursuant to or as a result of or in the performance of the Services, whether such information relates to the business, sales, marketing or technical operation of either party or the clientele of the Client or otherwise.
  2. Neither party shall, without the written permission of the other party, disclose such confidential information to a third party.
  3. The confidentiality obligations will remain in force notwithstanding completion of the Services.

Release and Indemnity…

  1. The Client agrees to:
    1. Release Sureview and its employees from all claims made by the Client in respect of all liability for loss, damage or injury which may be suffered by it or any third party arising from the Client’s use of the Services.
    2. Indemnify Sureview and its employees against all claims of every kind made against Sureview,

    a) by or through the Client and by every third party,
    b) whether in contract, for negligence or other  tort, under any legislation or on any other basis arising from:
    c) the supply of the Services to the Client,
    d) any use made of the Services by the Client or by any third party who has obtained any of the Services from the Client,
    e) any representations made by the Client in respect of the Services or in respect of  anything produced using the Services or
    f) other conduct of the Client, and from all costs, damages and losses in any way suffered by Sureview to any extent arising from such claims.

Limit on Liability…

  1. In the event that despite the previous provisions, Sureview is liable for any claims brought against it, whether under the agreement between the Client and Sureview, negligence, or under any law such as the Trade Practices Act 1974, by the Client, or by anyone else, the only remedy which lies against Sureview is for damages in an amount limited to the fees Sureview receives for the component of the Services giving rise to liability.
  2. In any case, where Sureview is not permitted by law to restrict claims against it as set out in Clause 8.1, Sureview's only obligation is to:

i. replace any goods or services supplied by Sureview  in connection with the Services or supply equivalent  goods and/or services or
ii. repair or rectify any goods or services supplied by Sureview or pay for the cost of having the goods  and/or services repaired to the extent required by any such law.

  1. Any action against Sureview must be brought within two (2) months after the cause of action arises.

Statutory Liability…
The exclusions or limitations of warranties and the releases and indemnities are limited only to the extent that they are, in effect, prohibited or rendered unenforceable by the Trade Practices Act 1974 or other legislation.

 Suspension of Work…

  1. Sureview can stop work on the Services but is still entitled to be paid for the work it has done, without prejudice to its other rights for breach of contract in the event that the Client:
    1. does not pay Sureview any money due to it, when due, or
    2. is in breach of any of its obligations to Sureview or any of the warranties it has provided to Sureview are not correct.

Force Majeure…
In no case shall Sureview be liable for its inability to meet any of its obligations where the cause of that inability is outside its reasonable control.

Dispute Resolution…

  1. Both Sureview & the Client agree that in the first instance, disputes should be attempted to be resolved through a process of discussion.
  2. If resolution cannot be reached through the discussion process within one (1) month after one party has notified the other that it is invoking this clause, both parties must negotiate in good faith for the purpose of reaching an agreement on an independent expert to be appointed to adjudicate the matter and if they reach an agreement within a further period of one (1) month shall refer the dispute to that expert for adjudication.

Relevant Law…
This agreement is governed by the laws of New South Wales.