Terms of Use

Please read these terms and conditions ("Terms") very carefully. They form a binding agreement between you and Invarosoft Pty Ltd (ACN 603 835 749) ("us", "we", "our") in respect of your use of the Software and our provision of Services. You must accept the Terms before you are permitted to access the Software or use it in any way. By downloading, copying, installing, ordering, receiving or otherwise using the supplied software or services, or by clicking the "accept" or "I agree" button or check box displayed as part of the procurement, installation, upgrade or update process, you accept and agree to be bound by the agreement.

You represent to us that you have authority to accept the Terms either on your own behalf or on behalf of your organisation; that you have read and understand all of the Terms; and that you must comply with all of the Terms for the duration of your permitted use of the Software, as well as any Terms that continue to operate after the term of your permitted use has ended.

(a) Clients means the persons or organisations to whom you provide managed IT services.

(b) Confidential Information means information disclosed to or known by you as a consequence of or through your relationship with us not generally known in the industry in which we are or may become engaged and our financial, technological, strategic, market or business information, including information related to research and development, budgets, purchasing, accounting, engineering, manufacturing, marketing, merchandising and selling, prices, margins, rebates, costs, inputs, concepts not reduced to writing, processes not reduced to writing, methods not reduced to writing, customer and supplier lists, source and object codes and details and technology developed by or on behalf of us.

(c) Intellectual Property means designs, copyright, trade marks, patents, trade and business names, inventions, techniques, discoveries and improvements, concepts, adaptations, computer programs, code, processes and know how (whether registered or unregistered) and includes names, brands, marks, logos, indicia, software, drawings, trade secrets, technical data, formulae and data bases.

(d) IT Ticketing System means any IT issue tracking system that manages and maintains lists of issues, as needed by an organisation.

(e) Licence Fee means the all fees applicable to your use of the Software and the Services as notified by us from time to time.

(f) Marks means any trade mark, registered or unregistered, held or owned by us in Australia or elsewhere in relation to the Software.

(g) Personal Information has the meaning set out in the Privacy Act 1988 (Cth).

(h) Proprietary Rights means all right, title, interest and goodwill including our Intellectual Property Rights in and with respect to the Software.

(i) Services means the services provided by us to you in accordance with your licence to use the Software as set out in these Terms.

(j) Software means the proprietary software program currently marketed as 'Invarosoft', 'ITSupportPanel', 'ITNewsPanel', 'ITAppsPanel', 'ITControlPanel', 'vCIO', 'Live Chat', 'Identity Security', 'ITSupportPanel for Teams' developed and made available by us, including any upgrades or modifications made by us from time to time.

2.1 We grant you a non-exclusive, non-transferrable licence to:

(a) use the Software for the purposes of delivering managed IT services to Clients; or

(b) use the Software for the purposes of managing your own IT support services; and

(c) install copies of the Software on a Client's device(s); but only in accordance with these Terms.

3.1 You are authorised to use the Software for your business or to provide the Software to a Client, provided that the terms of use are consistent with these Terms and you have complied with your obligations under the Privacy Act 1988 in relation to the use and disclosure of Personal Information.

3.2 You must not install the Software in excess of the permitted number of users or devices. The permitted number of users or devices will be advised to you at the time you pay the required Licence Fee, or before the commencement of any trial period.

3.3 The Software and Services are programmed to track the number of deployed copies of Software, users and other usage and user related data. You consent to us doing this and must not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions.

You agree to pay all Licence Fees required to access or use the Software. We may cease access to the Software and/or Services if you do not pay any Licence Fees.

5.1 The term of this agreement will commence on the date of your acceptance of these Terms, and shall continue until terminated in accordance with this Agreement.

5.2 If we grant you this licence for a fixed period of time, the licence granted by these Terms will expire whenever that period of time ends.

6.1 We may immediately terminate these Terms if:

(a) you fail or refuse to make, or we do not receive in full and in cleared funds, any payment of the Licence Fee or any part of the Licence Fee; or

(b) in our reasonable opinion, you have caused damage (whether permanent or not) to the Software, including but not limited to the corruption of data, files or code; or

(c) you breach any term or condition of these Terms and fail to remedy such breach to our satisfaction within seven (7) days of notification from us.

6.2 On termination of these Terms: (a) you must not access or attempt to access the Services and/or the Software; (b) we may immediately deny you access at our sole discretion and we will not be liable for any damage or loss suffered by you as a result; and (c) to the extent permitted by law, you will not be entitled to a refund of any Licence Fees paid by you.

6.3 Any termination of the licence shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision which is expressly or by implication intended to continue in force after such termination.

6.4 You agree to indemnify and hold us harmless against any and all costs, losses, claims, damages and liabilities whatsoever resulting directly or indirectly from any breach of these Terms by you, or any of your employees, agents, clients or representatives. Such indemnification shall include the payment of all legal fees and other costs on a solicitor and own client basis. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

7.1 You acknowledge and agree that we may make the Software and Services available to you for a trial period.

7.2 At the conclusion of any trial period, you agree that: (a) you will no longer be permitted to use the Software, and the Services will no longer be made available to you; (b) subject to our obligations under the Privacy Act 1988, we may (or may not) retain all data and information you have supplied to us; (c) we may contact you for the purpose of discussing your experience with the Software and the Services in the trial period.

7.3 These Terms will otherwise apply to any trial period.

(a) You may be permitted to customise how your business or your Client views certain parts of the Software. You acknowledge and agree that any such customisation: (i) does not affect the ownership of the Proprietary Rights in any way; (ii) will not infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party; (iii) will not include anything that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable.

(b) You will not allow or permit any employee or Client of yours to upload or include anything to the Software that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable.

9.1 We licence (not sell) the Software to you. The Proprietary Rights are and will remain exclusively our property. You must use all reasonable endeavours to safeguard the Proprietary Rights.

9.2 You acknowledge that we are and remain the owner of all Intellectual Property in and with respect to the Software and the Services, including all copies of the Software and all modifications, enhancements, improvements, derivative works, content additions or changes and upgrades to the Software.

9.3 Except with our prior written consent you must not, and must not allow or cause any other person to: (a) make any copy, adaptation, translation, arrangement or version of the Software; (b) reverse compile, reverse engineer, decompile or disassemble the Software; (c) conceal, alter or cover any product identification or notices of any proprietary or copyright restrictions; (d) frame, deep link or establish unauthorised links to any part of the Software.

9.4 You agree that you may only use our Intellectual Property if agreed, in writing, by us; the use of any of our Intellectual Property must at all times include an acknowledgment of our ownership; you may not use or allow the use of any of our Intellectual Property in connection with any other software, services or business.

In any instance where you combine the Software with programs or data of others, you shall indemnify, defend, and hold us harmless from any damages, losses, costs or expenses (including legal fees on a solicitor and own client basis) incurred by us, if such combination infringes any patent, trade mark, copyright, or trade secrets of others. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

11.1 We are committed to protecting your privacy and the privacy of any Personal Information provided to us. Our full privacy policy is set out in our Privacy Policy page.

11.2 You acknowledge that through your use of the Software and the Services, we may obtain access to Personal Information that may relate to you, a Client or third parties.

11.3 You warrant to us that you will comply with the Australian Privacy Principles and the Privacy Act 1988 in the collection, use and protection of any Personal Information.

You may be granted access to our Confidential Information. You: (a) acknowledge that the Confidential Information remains our property; (b) must not disclose the Confidential Information to any third party without our express written consent or as required by law.

13.1 Subject to the limitations set forth in these Terms, we warrant to you that the Software will conform in all material respects to our specifications for the Software.

13.2 We make no express warranties and disclaim all implied warranties regarding the Services or the Software including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, we do not represent or warrant to you that: (a) your use of the Services or the Software will meet your requirements; (b) our backup or disaster recovery endeavours will ensure that your data is available; (c) your use of the Software will be uninterrupted, timely, secure or free from error; (d) we will implement upgrades in a timely manner or at all; (e) the Software is free of malware, phishing or any file or code that may cause damage.

13.3 We shall have no obligation under the warranty in clause 13.1 in the event you incorporate, attach or otherwise engage any attachment, feature, program, or device to the Software; or if any non-conformance is caused by misuse, alteration, or modification of the Software.

13.4 Our sole obligation under the warranty in clause 13.1 shall be to provide within a reasonable time the response necessary to correct any non-conformance of the Software.

13.5 We are not responsible for any loss or damage you may suffer as a result of issues with your internet connection, network errors, incompatible hardware or software, your misuse of the Software, limits on available bandwidth, or infrastructure issues.

13.6 We will have no liability to you for any loss, damage or injury which does not flow directly from a breach of these Terms, including loss of profits or sales, loss of bargain, loss of opportunity, loss of use of any Application, or any indirect or consequential loss. Our liability for any loss, damage or injury shall not exceed in total a sum equal to the amount received from you preceding the date on which the event giving rise to the claim arose.

13.7 You agree to indemnify and hold us harmless against any and all costs, losses, claims, damages and liabilities whatsoever resulting directly or indirectly from any breach of these Terms by you, or any of your employees, agents or representatives. Such indemnification shall include the payment of all legal fees and other costs on a solicitor and own client basis. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

14.1 During the period of the Agreement, you must, at your expense hold and keep current all valid, enforceable, necessary and adequate insurances, with a financially sound and reputable insurer, to cover your business activities and any insurable event that may arise out of your use of the Software.

15.1 You will during the term of this Agreement, and for a seven (7) year period after termination of this Agreement, keep and maintain complete and accurate business records and documentation with respect to its activities under this Agreement, and will make such records available to us or our agents upon our written request, for inspection at your principal place of business.

16.1 We will not be liable for any delay or failure to perform our obligations if such failure or delay is due to any unforeseen circumstance or a circumstance beyond our reasonable control.

16.2 The circumstances referred to in Clause 16.1 include but are not limited to acts of nature, acts of government, labour disputes and delays in delivery.

16.3 We will notify you as soon as practicable of any anticipated delay due to force majeure. The performance of our obligations under this Agreement will be suspended for the period of the delay due to force majeure.

17.1 These Terms are governed by the laws of the State of New South Wales. In the event of a dispute the parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales or Federal courts of Australia, as applicable.

17.2 These Terms constitute the entire agreement between the parties with respect to the subject matter set out in these Terms and supersedes all prior and contemporaneous communications. It shall not be modified except by a written agreement signed on behalf of you and us by respective duly authorised representatives.

17.3 These Terms shall not be assigned or transferred by you without our prior written approval. We can assign these Terms and its rights and obligations to any third party at any time without your approval.

17.4 You shall not be entitled to subcontract any of your obligations under these Terms without our prior written consent.

17.5 If any provision of these Terms shall be determined to be invalid, such invalidity shall not affect the validity of the remainder of these Terms.

17.6 The parties will comply with all obligations in relation to GST.

17.7 No waiver by either party of any default or breach shall constitute a waiver of any prior or subsequent default or breach.

17.8 Subject to the limitations specified in these Terms, these Terms will continue to operate to the benefit of and be binding upon the parties, their successors and permitted assigns.