Software Support Agreement

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					     SOFTWARE SUPPORT AGREEMENT

                       BETWEEN


CTRL-ESC COMPUTER SERVICES PTY LTD T/A SORTED IT GROUP
                   (ACN 101 159 317)
                     (“SUPPLIER”)


                          AND

        ________________________________________
                 (ACN ________________)
                     (“CUSTOMER”)




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                                                       Table of Contents
DEFINITIONS......................................................................................................................................3
DURATION.........................................................................................................................................4
MAINTENANCE SERVICES.............................................................................................................4
MANUAL OF SPECIFICATIONS......................................................................................................4
MAINTENANCE FEES.......................................................................................................................4
MAINTENANCE SERVICES.............................................................................................................5
EXCLUSIONS.....................................................................................................................................5
CUSTOMER’S OBLIGATIONS.........................................................................................................6
WARRANTIES....................................................................................................................................6
LIABILITY...........................................................................................................................................6
IMPLIED TERMS................................................................................................................................6
CONFIDENTIALITY...........................................................................................................................7
PRIVACY.............................................................................................................................................7
TERMINATION...................................................................................................................................7
NOTICES.............................................................................................................................................8
ASSIGNMENT....................................................................................................................................8
LAW.....................................................................................................................................................8
WAIVER..............................................................................................................................................8
VARIATION........................................................................................................................................9
SEVERABILITY..................................................................................................................................9
DISPUTE RESOLUTION....................................................................................................................9
SCHEDULE.......................................................................................................................................11




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                          SOFTWARE SUPPORT AGREEMENT

DATED __________________________ of ___________________________ 2007.

BETWEEN

CTRL-ESC COMPUTER SERVICES PTY LTD (ACN 101 159 317) of PO Box 4276 Bay
Village NSW 2261 (“Supplier”)

AND

__________________________________________________________(“Customer”)


DEFINITIONS
“Additional charge” means a charge in accordance with the supplier’s published rate in
effect from time to time;
“commencement date” means the date so specified in the schedule;
“confidential information” means information that is by its nature confidential but does
not include:
(a)information already known to the receiving party at the time of disclosure by the other
party; or
(b)information in the public domain other than as a result of disclosure by a party in breach
of its obligations of confidentiality under this agreement;
“delivery date” means the date so specified in the schedule;
“designated computer equipment” means the equipment on which the software is to be
installed as specified in the schedule;
“GST” means:
(a)the same as in the GST Law;
(b)any other goods and services tax, or any tax applying to this agreement in a similar
way; and
(c)any additional tax, penalty tax, fine, interest or other charge under a law of such a tax;
“GST Law” means the same as ‘GST law‘ in A New Tax System (Goods and Services
Tax) Act 1999 (Cth);
“initial term” means the initial maintenance period as specified in clause 2;
“licence” means the licence of software granted pursuant to this agreement;
“licensor” means the licensor of the software to the customer under the licence;
“location” means the place at which the designated computer equipment is located as
specified in the schedule;
“maintenance fee” means the charge for services specified in clause 6;
“maintenance services” means the maintenance services to be provided by the supplier
as specified in this agreement.
“manual of specifications” means the document which forms part of the software and
which contains technical information relating to the software;
“media” means the media on which the software is recorded or printed;
“new release” means software which has been provided primarily to implement an
extension, alteration, improvement or additional functionality to the software;
“schedule” means the schedule to this agreement;
“software” means the computer program and related documentation as specified in the
schedule;


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“supplier” means the provider of maintenance services to the customer under this
agreement; and
“update” means software which has been produced primarily to overcome defects in the
software.
1.Words importing the singular include the plural and vice versa and words importing one
gender shall include all other genders. Headings are for ease of reference only and shall
not affect the interpretation of this agreement.

DURATION
1.The agreement commences on the commencement date and remains in force for an
  initial term of 12 months. After the expiration of the initial term, the agreement shall
  continue in force for successive periods of 12 months unless either party provides
  written notice to the contrary not later than one month prior to the expiration of the initial
  term or any subsequent period.

  MAINTENANCE SERVICES
2.The supplier agrees to provide the maintenance services to the customer at the location
  on the terms and conditions contained in this agreement.

  MANUAL OF SPECIFICATIONS
3.The parties acknowledge that maintenance services to be rendered to the software
  include the amendment or correction, as required, of the manual of specifications.

  MAINTENANCE FEES
4.(1)In consideration of the supplier’s agreement to provide the maintenance services,
  the customer shall pay the supplier the maintenance fee on the basis provided by this
  agreement.
  (2)The maintenance fee for the initial term shall be the amount stipulated in the
     schedule. For all subsequent terms, the maintenance fee shall be such charge as
     stipulated by the supplier, provided that in no year shall the maintenance fee be
     increased by an amount exceeding the increase in the Consumer Price Index, All
     Groups, City of Sydney for that period or 10 per cent of the fee for the previous term,
     whichever is the lesser.
  (2)The maintenance fee shall be paid in advance, the first payment to be made on or
     before the commencement date. In any event, the maintenance fee shall be payable
     within 30 days after the customer receives an invoice for the maintenance fee from
     the supplier.
  (3)Any additional charge payable pursuant to this agreement is in addition to the
     maintenance fee.
  (4)An additional charge will be payable if the customer requests the supplier to provide
     services which are not specified, or if the supplier is requested to provide information
     or documentation other than the contents of the manual of specifications.
  (5)The maintenance fee is exclusive of all taxes, duties and surcharges payable in
     respect of the maintenance services and in respect of this agreement.
  (6)If a customer disputes the whole or any part of the amount claimed in an invoice
     submitted by the supplier pursuant to this agreement, the customer will pay the
     undisputed portion on the due date. The dispute regarding the remainder may be
     referred to the dispute resolution procedure prescribed by this agreement. If it is
     subsequently resolved that a further amount is payable, the customer will pay that

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     amount together with interest at the rate of 12 per cent per annum.
  (7)Words defined in the GST Law have the same meaning in this clause, unless the
     context makes it clear that a different meaning is intended.
  (8)In addition to paying the maintenance fee and any other amount payable or in
     connection with this agreement (which is exclusive of GST), the customer will:
      (a)pay to the supplier an amount equal to any GST payable from any supply by the
        supplier in respect of which the maintenance fee or any other amount is payable
        under this agreement; and
      (b)make such payment either on the date when the maintenance fee is due or within
        seven days after the customer is issued with a tax invoice, whichever is the later.
  (9)The supplier must, within 28 days of request from the customer, issue a tax invoice
     (or an adjustment note) to the customer for any supply under or in connection with
     this agreement.
  (10)The supplier will promptly create an adjustment note for (and apply to the
     Commissioner of Taxation for) a refund, and refund to the customer, any
     overpayment by the customer for GST but the supplier need not refund to the
     customer any amount for GST paid to the Commissioner of Taxation unless the
     supplier has received a refund or credit for that amount.

  MAINTENANCE SERVICES
5.(1)The supplier shall use all reasonable endeavours to maintain the software in
  substantial conformity with the descriptions and specifications contained in the manual
  of specifications.
  (2)If the customer discovers that the software fails to substantially conform with the
     descriptions and specifications, it shall immediately notify the supplier of the fact,
     unless non-conformity is discovered after 5.00 pm on a business day. In that case,
     the customer shall notify the supplier by 10.00 am on the following business day. If
     the non-conformity is discovered between 5.00 pm on the last business day of any
     week and 9.00 am on the first business day of the following week, the customer shall
     notify the supplier of the non-conformity by 10.00 am on the first business day
     following that period.
  (3)Immediately after notifying the supplier in accordance with clause 5(2), the customer
     shall, in so far as it is able to do so, provide the supplier with a documented example
     of the defect or error which constitutes the non-conformity. It shall also submit to the
     supplier, if requested, a listing of output and any other data which the supplier
     reasonably requires in order to reproduce operating conditions similar to those
     present when the non-conformity was discovered.
  (4)In the event that the customer notifies the supplier in accordance with clauses 5(2)
     and 5(3), the supplier shall furnish off-site telephone support, in the form of
     consultations, assistance and advice on the use and maintenance of the software
     within the next four normal business hours of the customer’s notification. In the event
     that the non-conformity of the software is not corrected within the next six normal
     business hours after the initiation of such off-site telephone support, the supplier
     shall, within the next three business days, commence to provide on-site service.
  (5)The parties acknowledge that the maintenance services to be provided in respect of
     the software include training of the customer’s personnel in the use of the software,
     subject to the terms of this agreement.
  (6)If so stated in the schedule, the services include the provision of updates and new
     releases.



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  EXCLUSIONS
6.Maintenance services required of the supplier under clause 5(1) do not include the
  following:
      (a)rectification of defects or errors resulting from any modification of the software
         made by any person other than the supplier;
      (b)rectification of defects or errors resulting from use of the software in combination
         with equipment other than the designated computer equipment;
      (c)rectification of operating errors;
      (d)rectification of a fault in the designated computer equipment;
      (e)any modification of the software which represents a departure from the
         descriptions and specifications contained in the manual of specifications; and
      (f)rectification of errors or defects which are the subject of a warranty under another
         agreement.

  CUSTOMER’S OBLIGATIONS
7.(1)The customer shall ensure that the software and the designated computer
  equipment are used in a proper manner by competent and trained employees only or
  by persons under their supervision.
  (2)The customer shall co-operate fully with the supplier’s personnel in the diagnosis of
     any alleged non-conformity of the software.
  (3)The customer shall make available to the supplier free of charge all information,
     facilities and services reasonably required to enable the supplier to perform the
     maintenance services effectively.
  (4)The customer shall provide such telecommunication facilities as are reasonably
     required by the supplier for testing and diagnostic purposes at the customer’s sole
     expense.

  WARRANTIES
8.(1)The supplier warrants that it shall perform the maintenance services in an efficient
  and professional manner and that it will observe standards generally observed in the
  industry for similar services.
  (2)The supplier warrants it shall use its best endeavours to maintain the software in
     conformity with the specifications and to ensure the manual of specifications remains
     accurate. The customer acknowledges that the supplier does not warrant that the
     software can be rendered error free.

  LIABILITY
9.Except in relation to liability for personal injury (including sickness and death), property
  damage or an infringement of confidentiality or intellectual property rights, the liability of
  the supplier in damages (including special, indirect or consequential damages, which
  damages will be deemed to include loss or revenue, loss or profit and opportunity loss)
  in respect of any act or omission of the supplier in connection with its obligations under
  this agreement will not exceed the amount (if any) specified in the schedule, even if the
  supplier has been advised by the customer as to the possibility of such losses being
  incurred.

  IMPLIED TERMS
10.(1)Subject to clause 10(2), any condition or warranty which would otherwise be implied

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  in this agreement is hereby excluded.
  (2)Where legislation implies any condition or warranty in this agreement, and that
     legislation avoids or prohibits provisions in a contract excluding or modifying
     application of or exercise or liability under such condition or warranty, the condition or
     warranty will be deemed to be included in this agreement. However, the liability of
     the supplier for any breach of such condition or warranty will be limited, at the option
     of the supplier, to one or more of the following:
  (3)if the breach relates to goods:
          (i) the replacement of the goods or the supply of equivalent goods;
          (ii) the repair of such goods;
          (iii) the payment of the cost of replacing the goods or of acquiring equivalent
              goods; or
          (iv) the payment of the cost of having the goods repaired; and
          (v) the supplying of the services again; or the payment of the cost of having the
              services supplied again.

  CONFIDENTIALITY
11.(1)A party will not, without the prior written approval of the other party, disclose the
  other party's confidential information.
  (2)A party will not be in breach of clause 11(1) in circumstances where it is legally
     compelled to disclose the other party's confidential information.
  (3)Each party will 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.
  (4)Notwithstanding any other provision of this clause, a party may disclose the terms of
     this agreement (other than confidential information of a technical nature) to its
     related companies, solicitors, auditors, insurers and accountants.
  (5)This clause will survive the termination of this agreement.

  PRIVACY
12.(1)The supplier will not use or disclose any personal information for a purpose other
  than discharging its obligations under this agreement. The supplier further agrees to
  comply at all times with the National Privacy Principles contained in Sch 3 to the
  Privacy Act 1988 (Cth) (or an applicable privacy code approved by the Federal Privacy
  Commissioner pursuant to that Act) in the same way and to the same extent as the
  customer would have been required to comply had it been directly responsible for
  performing the act or practice concerned. The supplier will take all necessary steps to
  protect personal information in its possession against misuse or loss and it will return all
  such information to the customer (or if requested by the customer, destroy or de-identify
  such information) upon termination or expiry of this agreement. This clause will survive
  the termination or expiry of this agreement.
  (2) For the purpose of this clause, "personal information" means information or an
     opinion about an individual as defined in s 6 of the Privacy Act 1988 (Cth) which is
     collected, used, disclosed, stored or handled by the supplier for the purposes of this
     agreement.

  TERMINATION
13.(1)For the purpose of this agreement, the following are terminating events:
     (a)the breach or threatened breach by either party of any of its material obligations


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         under this agreement;
      (b)the appointment of any type of insolvency administrator in respect of the property
         or affairs of either party;
      (c)the entry or proposed entry by either party into any scheme, composition or
         arrangement with any of its creditors;
      (d)the permanent discontinuance of use of the software or any part of the software
         by the customer;
      (e)the merger with or the takeover of either party by another person;
      (f)any event described in this agreement as a terminating event; or
      (g)failure of the customer to apply for a licence of, or, if the licensor requires, to
         purchase any revisions or amendments of the software on the terms and
         conditions required by the licensor when such revisions or amendments are made.
  (3) The licence may be terminated immediately on the happening of a terminating
     event at the option of the affected party.
  (4) If the terminating event is one specified in clauses 13(1)(a) to 13(1)(f), the affected
     party shall give to the other party notice of the happening of that event and require
     the breach to be remedied or a written undertaking to be given that the breach will
     not occur, as the case may be. If the breach is not remedied or the undertaking not
     given (as the case may be) within 14 days the affected party may agree to waive its
     rights under this clause if satisfied that the happening of the terminating event has
     not in any way prejudiced its position under this agreement.
  (5)Neither party shall be liable for the consequences of an occurrence of any event
     beyond its reasonable control.
  (6)Immediately a terminating event specified in clauses 13(1)(a) to 13(1)(f) occurs, and
     the subject of that terminating event is the customer, the customer shall immediately
     on termination return to the supplier the software and all copies of the software, all
     revisions, enhancements and upgrades of the software, the media and the manual of
     specifications. Alternatively, if the supplier requests, the customer shall destroy such
     software, copies, revisions, enhancements and up-grades by erasing them from the
     media and shall certify in writing to the supplier that they have been destroyed.
  (7)Any termination of the licence shall not affect any accrued rights or liabilities of either
     party, nor shall it affect any provision of this agreement which is expressly or by
     implication intended to continue in force after such termination.
  (8)In the event that this agreement is terminated because of circumstances outside the
     reasonable control of the party, the supplier shall return to the customer any advance
     payments received by it for maintenance services which, as a result of the
     termination, will not be provided.

  NOTICES
14.All notices which are required to be given under this agreement shall be in writing and
  shall be sent to the address of the recipient set out in the schedule or such other
  address as the recipient may designate by notice given in accordance with this clause.
  Any notice may be delivered by hand or by pre-paid letter or telex. Any such notice shall
  be deemed to have been served when delivered (if delivered by hand) or 48 hours after
  posting (except by pre-paid letter) or when despatched (if delivery by telex) or on
  transmission by the sender (if sent by facsimile).

  ASSIGNMENT
15.Neither party shall assign, whether in whole or part, the benefit of this agreement or
  any rights or obligations hereunder, without the prior written consent of the other party.

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  LAW
16.This agreement shall be governed by and construed in accordance with the laws for
  the time being in force in the State of New South Wales Australia and the parties agree
  to submit to the jurisdiction of the courts and tribunals of that State.

  WAIVER
17.No forbearance, delay or indulgence by a party in enforcing the provisions of this
  agreement shall prejudice or restrict the rights of that party, nor shall any waiver of
  those rights operate as a waiver of any subsequent breach.

  VARIATION
18.No variation of this agreement will be effective unless in writing and signed by both
  parties.

  SEVERABILITY
19.Should any part of this agreement be or become invalid, that part shall be severed
  from this agreement. Such invalidity shall not affect the validity of the remaining
  provisions of the agreement.

  DISPUTE RESOLUTION
20.Any dispute or difference arising in connection with this agreement shall be submitted
  to arbitration in accordance with, and subject to, the Rules for the Conduct of
  Commercial Arbitrations of the Institute of Arbitrators and Mediators, Australia. During
  such arbitration, both parties may be represented by a duly qualified legal practitioner.
21.This agreement supersedes all prior agreements, arrangements and undertakings
  between the parties and constitutes the entire agreement between the parties relating
  to the software. No addition to or modification of any provision of this agreement shall
  be binding upon the parties unless made by written instrument signed by a duly
  authorised representative of the party.




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EXECUTED as an Agreement:


Executed by Ctrl-Esc Computer Services Pty Ltd



_______________________________
Director


Chris Burgess
Name (please print)




Executed by [Recipient]



_______________________________           _______________________________
Director                                  Director/Secretary


_______________________________           _______________________________
Name (please print)                       Name (please print)




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SCHEDULE

Cl. 1   Commencement Date:

        Designated Computer Equipment:




        Location:




Cl. 4   Liability and maintenance fee:

        Software:




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