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1. Introduction
1.1 Definitions
In these licence terms:
‘authorised users’ means the persons described in an invoice as the authorised users of a Systematics service.
‘intranet service’ means delivery of a Systematics service by maintaining a copy of the data for the service on the Licensee's local area network.
‘invoice’ means either:
(a) a written invoice sent to Subscriber for fees payable for Systematics services; or
(b) an order form for Systematics services completed by Subscriber and accepted by Systematics.
‘Systematics services’ means the System@Law information services described in the invoice.
‘licensed computers’ means the computers specified in the invoice as licenced computers or, if no computers are specified, any computer operated by an authorised user.
‘service particulars’ means particulars of the content and features of a Systematics service posted on the Systematics web site.
‘Subscriber’ means the person (which includes a corporation) or persons shown as a subscriber in the invoice.
1.2 Operation of these terms
These are the terms on which Systematics agrees to supply services to Subscriber. Systematics is willing to supply services to Subscriber only if Subscriber accepts all these terms.
2. Systematics Services
2.1 Subscriber's rights
Systematics grants to Subscriber a non exclusive licence to:
(a) allow authorised users to view the Systematics services from licensed computers;
(b) allow authorised users to print data from the Systematics services for their personal use and for use in connection with the provision of professional advice; and
(c) make available to other persons a reasonable number of printed representations of parts of the data from the Systematics services in connection with the provision of professional advice.
2.2 Ownership
Systematics and its respective suppliers retain ownership of all intellectual property rights in
all works included in the Systematics services, including software applications provided in connection with those services.
2.3 On-line access control
Systematics may allocate to Subscriber a Subscriber ID and initial password. After reasonable notice to Subscriber, Systematics may change the password at intervals it considers necessary to preserve security of access to its on-line services.
2.4 Variation of service particulars
Systematics may from time to time vary the service particulars for and content and features of Systematics services during product redevelopment and enhancement. Systematics will not, without the approval of Subscriber, materially reduce the content and features of a Systematics service from those set out in the service particulars for the service at the beginning of the current subscription period.
2.5 Expiry of Subscriber's rights
Subscribers rights under this licence end on the last day of the subscription period shown in the invoice.
3. Subscriber's Obligtions
3.1 Maintenance of hardware and software
Subscriber is solely responsible for obtaining, installing, maintaining and operating the hardware and software required to use the Systematics services.
3.2 Restrictions on use of Systematics services
Except as expressly authorised by these terms or by law, Subscriber and an authorised user must not:
(a) copy or store data for the Systematics services;
(b) sell or distribute all or a part of the Systematics services to a third party;
(c) allow data from the Systematics services or a representation of that data to be copied to or displayed from a computer which is not a licensed computer;
(d) allow a copy of the data from the Systematics services or a printed representation of that data to be made available to any person who is not an authorised user;
(e) transfer, distribute, decompile, modify or reverse engineer a software application owned by Systematics or another person and which is supplied to Subscriber in connection with a Systematics service;
(f) tamper with, hinder the operation of or make unauthorised modifications to Systematics data and services or the data of another person which is accessible from Systematics systems; or
(g) use Systematics services or systems to publish or transmit any communication that is defamatory, obscene, or abusive.
3.3 Secrecy of passwords and responsibility for use
Subscriber must not disclose or allow to be disclosed to any person who is not an authorised user a Subscriber ID and password assigned to Subscriber by Systematics to regulate on-line access to a Systematics service.
3.4 Responsibility for use of passwords
Subscriber is responsible for all acts, including usage fees incurred, in connection with the use of Systematics services by a person using the Subscriber ID and password allocated to Subscriber.
3.5 Notification
Subscriber must notify Systematics if Subscriber becomes aware that:
(a) another person has obtained unauthorised access to an access ID and password to Systematics services; or
(b) there is a threat to the secure operation of Systematics services.
3.6 Indemnity
Subscriber agrees to indemnify and compensate Systematics for all claims, actions and losses (including legal costs and fees) which arise or result from a breach of these terms by Subscriber or an authorised user.
4. Additional Terms for Intranet Licenses
4.1 Application to intranets
Provisions in this section 4 apply if a Systematics service is delivered to Subscriber as an intranet service.
4.2 Intranet data storage
Systematics grants to Subscriber a non exclusive licence to:
(a) store a copy of the data for the Systematics service on one file server and its backup systems which supply network services to the licensed computers; and
(b) use that copy of the data for exercise of the subscribers rights (clause 2.1) in accordance with these terms.
4.3 Service updates
Periodical updates to Systematics services will be delivered to Subscriber using internet e-mail or another electronic data delivery system agreed by Systematics and Subscriber. Service updates will be sent to Subscriber by Systematics at the times set out in the service particulars for each Systematics service.
4.4 Licensee's systems
During the Service Period the Licensee must:
(a) maintain at its own expense facilities to reliably receive service updates sent by Systematics;
(b) promptly operate the update installation software supplied by Systematics to install those service updates.
4.5 Maintenance of data
Except as expressly authorised by these terms or by law, Subscriber must not modify the data supplied for the Systematics services.
4.6 Intranet service support
Systematics agrees to provide Subscriber's administrative and information technology personnel with telephone support for the Systematics services between the hours of 9.00 am and 5.00 pm on business days, without additional charge. Systematics support is provided solely for installation of service updates and maintenance of software applications supplied by Systematics.
Systematics agrees to respond to requests for support within 3 hours after those requests received before 2.00pm on business days.
Responses to requests received after that time may be provided at the commencement of the following business day.
Business days are Monday to Friday except public holidays in New South Wales, Victoria or Queensland.
5. Fees and Charges
5.1 Subscription fees
Subscription fees are payable in advance.
Systematics may terminate Subscriber's access to the Systematics Services without notice to Subscriber if Subscriber is granted access to Systematics services before payment of subscription fees and those fees are not paid by the due date specified in the invoice.
5.2 Interest
If a Subscription fee or usage fee is not paid in full by the due date specified in the invoice, Subscriber must pay Systematics interest on the unpaid amount until it is paid in full. Interest is payable on the daily balance of the amount unpaid at the Reserve Bank of Australia official cash rate (as published from time to time in the Australian Financial Revue) plus 5% per annum.
5.3 Refunds will not be given
Systematics is not obliged to refund subscription fees paid by Subscriber for Systematics services if:
(a) Systematics suspends or cancels access to Systematics services in accordance with these terms;
(b) Subscriber cancels access to Systematics services or terminates this agreement during the subscription period; or
(c) Subscriber does not use or access Systematics services during the subscription period.
6. Suspension and Cancellation of Service
Systematics may suspend or cancel access to Systematics services if:
(a) there is an emergency which prevents or seriously inhibits Systematics from delivering Systematics services;
(b) Subscriber fails to pay an invoiced amount by the due date;
(c) Subscriber commits a serious breach of these terms; or
(d) Systematics is required to do so by law or a court order.
7. Exclusion of Liability
Systematics does not warrant the accuracy or fitness for any particular purpose of Systematics services or the information provided in those services.
Data included in Systematics services includes translations from electronic records supplied by other persons. Systematics does not warrant that the records received by it or the translations from those records are free from error or omission. Systematics, its employees, agents and contractors are not liable under statute, contract or tort, including negligence, for any loss incurred by Subscriber or by any person acting on the advice of Subscriber which arises from:
(a) a defect, error or omission in a service supplied by Systematics, however that defect, error or omission occurs; or
(b) the failure of an electronic delivery system used for delivery of Systematics services to Subscriber, however that failure occurs.
If an error or omission is discovered in a Systematics service, or if there is a failure in the delivery of a Systematics service to Subscriber or if there is a breach of a condition or warranty implied by Division 2 of Part V of theTrade Practices Act 1974, the liability of Systematics is limited to one of the following which Systematics in it sole discretion considers appropriate:
(a) re-supply of the Systematics service in correct form at the expense of Systematics; or
(b) the payment of the cost of having the service supplied again.
Nothing in these terms excludes, restricts or modifies a condition, warranty or liability which may at any time be implied by the Trade Practices Act 1974 or any other law where to do so is illegal or would make any of these terms void.
8. GST
In these terms GST means tax that is imposed and payable under the GST law. Unless otherwise stated, the fees and charges for Systematics services are exclusive of GST.
If GST is payable on the supply of a Systematics service then, unless the fees and charges for that service are expressed as inclusive of GST, Subscriber must pay the amount of GST in addition to the stated fees and charges. If Systematics does not issue a tax invoice for an amount which includes GST before receiving payment from Subscriber, Systematics will issue Subscriber a tax invoice after it receives that payment.
Words and phrases in this section 8 which are defined by A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as in that Act.
9. Notices
Written notice may be given to Subscriber by Systematics sending an e-mail message to the email address of the person who is Subscriber's usual contact person with Systematics.
Written notice may be given to Systematics by Subscriber sending an e-mail address to the following e-mail address: info@Systematics.com.au
10. Miscellaneous
10.1 Previous terms of supply
These terms replace all previous licence terms between Systematics and Subscriber.
10.2 Assignment
Subscriber must not assign or sub-licence the rights granted under these terms except with the written permission of Systematics.
10.3 Set-off
Subscriber may not set-off any claim against amounts payable to Systematics.
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