TERMS AND CONDITIONS
1. In this Software License Agreement the following
expressions shall have the following meaning:-
'Approved Equipment' means the equipment in
the schedule or approved in writing by Netwiz Pty Ltd
to be used with the Software at the location or site
stipulated in the license agreement or any other place
approved in writing by Netwiz Pty Ltd.
1A Netwiz Pty Ltd warrants it has the right and
authority to grant the license to the Licensee.
2. The term of this Agreement shall be for one (1)
year from the date hereof and shall continue
thereafter until terminated by the Licensee on
one (1) months notice or until otherwise
terminated as provided herein.
3. The Licensee shall pay the License Fee upon
placement of the order for the Software.
4. If the Licensee:-
a) removes or allows the removal of the Software
from the location or operates the Software elsewhere;
b) does not operate the Software with approved equipment;
c) exceeds the maximum limits for the numbers of
entities and numbers of concurrent users as
stipulated in the schedule;
d) be declared bankrupt or enters into liquidation or
has a Receiver appointed or any transfer or other
accommodation for the benefit of or composition with
creditors or other like or similar occurrence is entered
into or suffered by the Licensee;
e) causes or allows the removal from the location of
any hardware containing the Software;
f) allows a third party access to the Software; or
g) fails to comply with any of its obligations contained
in this Agreement,
then the Licensee shall be in default and without
prejudice to any other rights Netwiz Pty Ltd may
terminate this Agreement.
5. Unless otherwise provided herein the license fee and
any additional charges stipulated, include all delivery,
installation, commissioning and sales tax but does not
include any other Federal, State or Local tax which the
License agrees to pay.
6. The Licensee agrees:-
a) that the Software is the valuable property and
trade secret of Netwiz Pty Ltd embodying substantial
creative efforts and confidential information ideas and
expressions and that Netwiz Pty Ltd owns the copyright;
b) to notify Netwiz Pty Ltd of any unauthorised possession
or use of the Software; and
c) not to use the Software for mission critical or life
7. The Licensee is responsible for the supervision, management
and control of the Software.
8. To the full extent permitted by law the Licensee indemnifies
Netwiz Pty Ltd against all claims, actions demands or
damages arising directly or indirectly out of the Licensees
use or possession of the Software and such indemnity shall
extend to any fault or failure in the Software or related
documentation to perform any particular test or to achieve a
particular result or to comply with a particular specification.
This clause shall survive the termination of this Agreement.
9. The Licensee agrees not to reverse engineer, decompile, or
disassemble any Netwiz Pty Ltd Software, except and only to
the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation.
10. Upon termination of this Agreement from any cause whatsoever
the Licensee shall lose all rights to use the Software and
shall forthwith deliver up all copies of the Software and
accompanying materials and documentation and certify that
all Software has been returned.
11. This Agreement constitutes the entire Agreement between
Netwiz Pty Ltd and the Licensee as to the Software and
supersedes all previous communications, representations
and agreements either written or oral between the parties
or their agents relating to the subject matter of this
12. Each part of this Agreement shall be severable from the
other and if for any reason any part is invalid or
unenforceable such invalidity or enforceability shall
not prejudice or in any way effect the validity or
enforceability of any other part.
13. The failure by Netwiz Pty Ltd to endorse at any time
any of the provisions hereof shall not be a waiver of
such provisions nor affect the validity of this Agreement
or any part thereof or the right of Netwiz Pty Ltd to
enforce each and every such provision.
14. Netwiz Pty Ltd's liability and Licensee's rights are
affected by Federal law as referred to below. To the
extent permitted by those laws:
a) all warranties, representations and statements
concerning Software or Services to be supplied
pursuant to this agreement (other than non-excludable
warrants under Federal legislation), whether they be
expressed or implied, including but without limiting,
the generality of the foregoing, all such statements in
connection with the suitability of the Software or
services, not expressly referred to herein are
b) subject to the following, Netwiz Pty Ltd,
Netwiz directors and owners, Netwiz authorised agents
and dealers, shall in no circumstances be liable
for damages of any nature, including damages for
consequential losses, in connection with the supply
or performance of Software or services or materials or
any part thereof supplied by Netwiz Pty Ltd pursuant
to this agreement or any failure to supply same or part
thereof. Netwiz Pty Ltd liability under this agreement
whether arising out of negligence or howsoever shall
be limited at the option of Netwiz Pty Ltd to defects
notified within 30 days:
i. in the case of media the replacement of any defective
or part thereof; or
ii. in the case of services, the performance of any
defective services again.
(Federal Law: Trade Practices Act Division 2 of Part V
provides for certain non-excludable warranties).
15. Netwiz Pty Ltd agrees to defend or, at Netwiz Pty Ltd's
option, settle any third party's claim of patent or copyright
infringement asserted against the Licensee by virtue of
the Licensee's use of the Software as delivered by
Netwiz Pty Ltd, provided that Netwiz Pty Ltd is given
prompt notice of any such claim and the right to control
and direct through counsel of its own choosing the
investigation, defence and settlement of each such claim,
and further provided that the Licensee shall reasonably
cooperate with Netwiz Pty Ltd in connection with
16. Netwiz Pty Ltd may assign any of its rights under