S4i Software Solutions
Licence Agreement

3.       OWNERSHIP
3.1.     You acknowledge that the Software is licensed, not sold.  S4i retains all right, title and interest (including all Intellectual Property) in the Software subject only to the Licence.  

3.2      S4i does not grant you any rights in connection with the Third Party Network or the corresponding Devices. You are solely responsible for securing all licences that are required to use the Devices installed at the Premises.

3.3.     You must not engage in any conduct which endangers the capacity of any Intellectual Property of S4i to be protected by copyright, design, patent or trade mark, or that threatens the validity of any applicable Intellectual Property registration.

3.4.      S4i may seek to register on the PPSR a Security Interest in the Software and Licences licensed under this Agreement or generally.  You agree to waive any right you may have to receive from S4i a copy of any Financing Statement, Financing Change Statement or Verification Statement registered or received by S4i in respect of any such Security Interests registered by S4i. Each of the capitalised words and expressions in this clause that are not defined in clause 1 of this Agreement have the meaning given them in the PPSA.
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‍3.5.     You are not authorised to grant a Security Interest in respect of the Software or Licences to any third party (including any creditor, financier or bank) nor to permit any lien over them. You must ensure that any Security Interest that you grant over your business or assets and any Security Interest that the owner of the Premises grants over the Premises or its assets specifically excludes the Software and Licences licensed under this Agreement.
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4.       FEES
4.1.     Your selection of a Licence on this Website constitutes an offer by you to pay S4i for the selected Licence ('Order') at the price listed for that Licence on the Website ('Licence Fees').  All Orders are subject to acceptance by S4i.  S4i will confirm receipt and acceptance of the Order by e-mail and supply a link to the Website to download the Software and a Licence Key(s) to activate the Software.

4.2.     S4i reserves the right to reasonably refuse to accept or process your Order, including where:
    (a).     S4i cannot obtain confirmation that your payment has been authorised or received;
     (b).     there has been a pricing or product description error; or
     (c).     you, or the particular Order, do not meet any of the requirements of this Agreement.
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‍4.3.     Licence Fees appearing on the Website are in Australian dollars and are exclusive of GST (where applicable).

4.4.    S4i uses Stripe to process payments on this Website.  You must use Stripe to order Licences.  Click here to read the Stripe terms and conditions.  Your payment will be subject to the terms and conditions of payment specified by Stripe and the payment provider you choose.  You are solely liable for any additional transactions fees that Stripe and your payment provider add to the total transaction cost.
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6.       UPDATES
6.1     This Agreement governs any Updates supplied by S4i under your Licence.

6.2     You acknowledge and agree that S4i:
     (a).     is under no obligation to provide any Updates;
     (b).     an offer optional paid Updates;
     (c).     an use Updates to add, remove, modify or otherwise alter features of the Software used in a Licence at its sole discretion;
     (d).     can require you to install Updates to the Software in order to continue using the Licence; and
     (e).     can provide Updates in such a manner that the Software supplied in a Licence is unable to be reverted to its previous state.

6.3     Subject to clause 5, S4i will not be obliged to support the Software or the Licence, whether by providing advice, training, error-correction, modifications, updates (including Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the Software or the Licence by you.
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7.       RESTRICTIONS
Except as and only to the extent expressly permitted in this Agreement, you may not copy, decompile, reverse engineer, disassemble, modify or create derivative works of the  Software in whole or in part or use the Software in connection with any product or service other than the Third Party Network and related Devices that are identified in your Licence or authorise any other person to do any of the foregoing. The Licence does not permit you to attempt to derive source code from the Software.
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8.       BACKUP
Before installing the Software, you agree to back-up the Third Party Network, its programs and files ('Data') on separate media. You acknowledge that the failure to do so may cause you to lose Data.  In the event that any error in the Software causes a loss of Data, S4i is not responsible.
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9.       THIRD PARTY SERVICES
9.1.     You may be required to access or use certain Third Party Network services or software and be connected to the internet in order to obtain, install, update, access, use, or continue to access or use the Licence(s) (or certain functionality), and you may be required to update such Third Party Network services and software from time to time.

9.2. You acknowledge and agree that:
     (a).     S4i is not responsible for such third party services, software or updates or any costs associated with them;
     (b).     you remain solely liable to comply with any applicable third party terms and conditions when using the Licence(s);
    (c).     if you do not comply with any applicable third party terms and conditions when using the Licence(s) or are unable or unwilling to obtain, install, update, access, use, or continue to access such third party services, software or updates then you may not receive the full benefit of the Licence(s); and
    (d).     Website references to Third Party Networks and Devices should not be construed as an endorsement, approval or recommendation by S4i of the Third Party Networks or Devices, or of any content or services provided by them..

10.       OPEN SOURCE SOFTWARE
10.1.     The Software may use open source software ('Open Source Software'), that is subject solely to the agreement terms, conditions, limitations and disclaimers of the specific Open Source Software (each 'OSS Terms') and not the other terms and conditions in this Agreement.  

10.2.     Under the OSS Terms S4i is required to inform you that the Open Source Software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement.  In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Open Source Software or the use or other dealings in the Open Source Software.

10.3.     Under the OSS Terms any copies of the Open Source Software must include the following
     (a).     a copyright notice in the form: Copyright (c) 2011 Inando; and
     (b).     a permission notice in the prescribed form:  

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

11.     CONFIDENTIALITY
Subject to any material published on the Website, you agree not to use or disclose the Confidential Information of S4i to any third party, except (if you represent an entity) to officers, employees or independent consultants of the entity who agree to be bound by this provision.
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12.     LIMITED WARRANTY
S4i warrants that the Software will perform substantially in accordance with the specifications set out in the Website for the Licence(s) for a period of ninety (90) days from the start of the Term ('Limited Warranty').
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13.     AUSTRALIAN CONSUMER LAW
13.1.     The Australian Consumer Law provides Consumers with a number of Consumer Guarantees that cannot be excluded or limited. The limitations of liability set out in this Agreement are therefore subject to, and will not apply to the extent that they limit or exclude any Consumer Guarantees that may apply to you if you area Consumer.  However where the Australian Consumer Law permits us to limit the remedies for a breach of such Consumer Guarantees we do so in accordance with clause 15.

13.2.     In respect of the Limited Warranty, S4i acknowledges that under the Australian Consumer Law there are certain guarantees that cannot be excluded for Consumer goods and that you are entitled to a replacement or refund for a major failure and for compensation for any reasonably foreseeable loss or damage.  You are also entitled to have such goods repaired or replaced if the goods fail to be of an acceptable quality and the failure does not amount to a major failure.

14.     REMEDIES
14.1.     If the Software does not conform to the Limited Warranty, your exclusive remedy is to notify S4i of your claim within the ninety (90) day warranty period and S4i at its sole discretion will either replace or repair the Software or refund the Licence Fee for the relevant Software.

14.2.     Any replacement or repaired Software will be warranted for the remainder of the original Limited Warranty period

14.3.     The Limited Warranty does not apply to any error caused by your negligence or misapplication of the Software or any problem or error in the Third Party Network or related Devices.  

15.     NO OTHER WARRANTIES OR REMEDIES
15.1.     You expressly acknowledge and agree that use of the Software in each Licence pursuant to this Agreement is at your sole risk.

15.2.     The Software for each Licence is provided on an "as is" and “as available” basis, with all faults and without warranty of any kind other than the Limited Warranty.

15.3.     S4i does not warrant that the Software will be compatible with any software, hardware or other equipment except the Third Party Network and Devices named in the Licence during the Limited Warranty period.

15.4.     S4i does not warrant that the functions contained in the Software will meet your requirements, nor that the operation of the Software will be uninterrupted or error-free, nor that any defects in the Software will be corrected.
 
15.4.     Subject to clauses 12 and 13, the terms of this Agreement are in lieu of all warranties (express or implied), guarantees, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

15.6.     Without limitation to clause 15.5, you acknowledge that the provisions of the Australian Consumer Law and any other statutes from time to time enforced in Australia may imply warranties or conditions or impose guarantees or obligations upon S4i in relation to the Licence(s) which cannot be excluded, restricted or modified except to a limited extent.  If any such statutory provisions apply, then to the extent to S4i is entitled to limit its liability under that statutory provision (including, pursuant Sections 64A and 276A of the Australian Consumer Law), the liability of S4i shall be limited to any one or more of the following at its sole discretion:
     (a).     in the case of any good, the replacement or repair of the good, or the supply of equivalent goods, or the payment of the cost of replacing or repairing the goods or acquiring equivalent goods;
     (b).     in the case of any service, the supply of the services again, or the payment of the cost of having the services supplied again.

16.     LIMITED LIABILITY
16.1.     To the extent permitted by law, in no event will S4i be liable to you for any loss, damages, costs or expenses including without limitation any consequential, special, incidental or indirect damages of any kind or for lost or corrupted data (including Data), lost profits or savings or loss of business, arising out of or related to this Agreement, the Software or each Licence. These limitations apply even if S4i has been advised of the possibility of such damages and regardless of the form of action, whether for breach of contract, negligence, product liability or any other cause of action.

16.2.     Without limitation to clause 16.1, in no event will the aggregate liability of S4i for any and all claims pursuant to this Agreement exceed the Licence Fees paid for the Licence(s) subject to the claim(s) for the period of 12 months before the date of the claim(s)
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17.     TERMINATION
17.1.     Your rights under this Agreement will terminate automatically without notice from S4i if you breach any term(s) of this Agreement or you become bankrupt, are wound up or become subject to administration or receivership or any similar insolvency event under any law or are unable to pay or refuse to pay your debts for any reason.

17.2.      Without limitation to clause 17.1, this Agreement can be immediately terminated by S4i in the following circumstances:
     (a).     you are in breach of any term of this Agreement and you fail to rectify the breach within 7 days of written notice;
    (b).     S4i  decides to withdraw the Licence(s) you have Ordered from the market in which case S4i will endeavour to give you at least ninety (90) days' notice before doing so.
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17.3.     You may terminate this Agreement at any time by deleting the Software that you have Licensed from all applications in the Third Party Network and on your hardware and devices.
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17.4.     Termination of this Agreement for any reason does not affect any rights of the parties that have accrued prior to termination.
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17.5.     Upon expiry or termination of this Agreement:
     (a).     S4i shall have no further obligations to you whatsoever except for termination under clause 17.2(b) where S4i will either permit you to use the Software until expiry of the relevant Licence(s) or pro rata refund the Licence Fees for the terminated Licence(s);
     (b).     S4i shall be entitled to retain all Licence Fees paid prior the termination;
     (c).     all rights and Licences granted to you under this Agreement shall terminate immediately; and
    (d).     within ten (10) Business Days you must deliver up to S4i or destroy, as required by S4i (at the sole discretion of S4i) all copies of Confidential Information and all other written information and material relating to the Licences in your possession, if any.
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17.6.     Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of this Agreement, clauses 3, 7, 11, 14, 15, 16,  and this clause 17.6 shall continue in force notwithstanding termination of this Agreement for any reason.
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18.     GST
18.1.     Unless GST is expressly included, the consideration expressed to be payable under any other paragraph of this Agreement for any supply made under or in connection with this Agreement does not include GST.

18.2.      Each party agrees to do all things, including providing tax invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any input tax credit adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this Agreement.

18.3.     If a payment to a party under this Agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST.    
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19.     PRIVACY
19.1.     S4i may collect your personal information for the purposes of:
     (a).     issuing the Licence(s) and allowing you to access and have the benefit of support services for the Licences and any Updates; and
     (b).     communicating with you, including via the Contact Us page on the Website and by email, or in any other lawful manner.

19.2.     By entering into this Agreement you consent to S4i collecting, using, disclosing and handling your personal information as set out in clause 19.1.

19.3.     S4i will comply with the GDPR to the extent it applies to any Licence issued under this Agreement and to S4i.

19.4.     Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Whilst S4i strives to protect such information and keep your personal information confidential, it does not warrant and cannot ensure the security of any information transmitted to it by you.  Accordingly, any personal information that you transmit to S4i including by means of the Website is transmitted at your risk. Nevertheless, once S4i receives transmissions from you, it will take reasonable steps to preserve the security and confidentiality of your personal information.

20.    UNFAIR CONTRACTS
The terms of this Agreement are intended to protect the legitimate business interests of S4i.  If you consider that any clause or part of a clause is 'unfair' as that word is defined in the Australian Consumer Law (see part 2-3 of that Schedule) then you should bring that clause to our attention otherwise you are deemed to accept and will not be entitled to assert that this Agreement contains any unfair contract terms.   
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21.     ASSIGNMENT
You may not assign your rights or novate your obligations under this Agreement including to a related body corporate of any entity without the prior written consent of S4i.  Any purported assignment or novation by you shall be null and void. S4i may assign its rights or novate its obligations under this Agreement without restriction or limitation.
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22.     GOVERNING LAW  
This Agreement and any dispute arising in connection with this Agreement will be governed by and construed in accordance with the laws of the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the Courts of New South Wales.  This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
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23.     GENERAL  
23.1.     This Agreement does not create a joint venture, partnership or agency relationship between you and S4i.

23.2.     A party's rights or remedies under this Agreement are not waived by it unless such waiver is in writing and signed by the party granting the waiver. No delay or omission of a party in exercising any rights or remedies shall operate as a waiver of such rights or remedies.

23.3.     You agree that you will, at your own expense, do all things and execute all further documents necessary to give full effect to this Agreement and the transactions contemplated by it.

23.4.     You acknowledge and agree that you have not relied on any statement by S4i which has not been expressly included in this Agreement. This Agreement constitutes the entire agreement between you and S4i regarding your access to and use of the Software and Licence(s) and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

23.5.     Unless expressly required by the terms of this Agreement, S4i is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this Agreement.  S4i may (without any requirement to act reasonably) impose conditions on any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this Agreement.  You must comply with any such conditions when relying on the consent, approval or waiver.

23.6.     S4i may use any legal means of communication to give you any notice required under this Agreement, including notification via the Website or by email.  Any notices required to be given by you to S4i under this Agreement must be sent by email to the contact details set out in clause 25.
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24.     INTERPRETATION  
24.1.     In the Agreement unless a contrary intention is expressed:
     (a).     a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality);
     (b)     headings are for convenience only and do not affect interpretation;
     (c).     the singular includes the plural and conversely, and a gender includes all genders;
   (d).     other parts of speech and grammatical forms of a word or phrase defined in the Agreement have a corresponding meaning;
     (e).     a reference to a party to any document includes that party's successors and permitted assigns;
     (f).     a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it an all regulations and statutory instruments issued under it;
     (g).     a reference to dollars or $ is to Australian currency;
     (h).     a reference to conduct includes any omission and any statement or undertaking, whether or not in writing;
     (i).     this document or any part of it is not so be construed against a party because that party drafted or proposed it;
    (j)     the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in the Agreement do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;
      (k).     if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;
      (l).     if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day;
     (m).     if anything under the Agreement is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day; and
     (n).     expressions used in this Agreement that are defined in the Copyright Act 1968 (Cth) that are not separately defined in this Agreement have the meanings attributed to them in that Act

24.2.     If a provision in this Agreement is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from this Agreement for the purposes of that jurisdiction.  This does not affect the validity or enforceability of the remainder of the provision or any other provision of this Agreement.
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25.     QUESTIONS  
If you have a question about the Software or any Licence, please visit our Website.  Direct all questions about this Agreement to: support@s4i.io