This is a contract between Bruma Pty. Ltd. (ACN 135 990 546) (Bruma) and you. By using DecEzy, and the related user guides and materials (together the Software), you agree to be bound by the terms of this licence. This licence covers copies of the software provided for evaluation or trial purposes and full versions of the software. Some licence provisions may not be applicable to you, depending on the particular version of the software you have purchased or if you are using the software for evaluation purposes. The defined terms and the rules of interpretation in this licence are set out in clause 12.
Important: There are a number of technical features within the software that may affect your ability to continue using the software. These are outlined in more detail in the terms of the licence, but in summary:
- You are purchasing the right to use the software, not to own it;
- If you have been provided with a trial version, you may only use the software on a temporary basis to evaluate the software functionality and suitability for your requirements;
- The software contains serial/key functionality to guard against illegal copying;
- When your purchase the software you will be provided with a key code. Please keep this key code in a safe place. You will need it when you first create a DecEzy database;
- The key code you receive from Bruma will be linked to your companies name, which automatically appears on reports from DecEzy (invoices, etc). If you change your company’s name, you will need to purchase a new licence for DecEzy.
- Evaluation licence: If Bruma has provided a trial version of the software to you, your rights to use this trial version are solely set out in clause 10.
- Licence to use: Bruma grants you a personal, non-exclusive, non-transferable, limited licence to use the software on the terms of the licence.
- No transfer of copyright: The software is licensed not sold, despite any reference to “purchase” or “sale” in the licence or in any invoice or purchase order for the supply of the software. Bruma reserves all rights not expressly granted to you. Bruma Pty. Ltd. is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty.
2. YOUR PERMITTED USE OF THE SOFTWARE
- Single user licence: if you have purchased a single user licence, you:
- may install the software on multiple computers at the same time.
- must ensure that the software is used by one person only at any one time.
- Additional licences: Subject to any multi-user licence that you have obtained, if more than one person is to use the software at the same time, then you must obtain an additional licence for each additional simultaneous user..
- General restrictions: You must not:
- use or rely upon the software for any purpose or in any manner for which the software is not warranted;
- copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the software;
- reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the software; or
- sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the software or use the software to provide a bureau service.
- Licence verification: Upon written request from Bruma, including by e-mail, you agree to provide Bruma with a signed certificate:
- verifying that the software is being used fully in accordance with this licence, including user limitations, and
- listing locations, types and serial numbers of equipment on which the software is run.
- Audit rights: Bruma may also audit the number of copies of the software in use or possession by you, the equipment on which the software is installed or used and the number of users using the software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Bruma’s expense. If the audit reveals underpaid or unpaid fee’s due to Bruma, you will be invoiced for them based on Bruma’s then current price list, and if these exceed 5% of the licence fees you have already paid, you will also be invoiced for the cost of the audit.
3. PRODUCT ACTIVATION AND VERIFICATION
- Key codes: Each copy of the software is provided with a unique key code. This code contains information terms of the licence, such as the name of the company, functionality, and number of users licensed. You should keep the key code safe. A number of restrictions regarding the company name are in place:
- The name on the licence (provided to Bruma when purchasing said licence) must be the full legal name of the company intending to use DecEzy.
- The name on the licence is what will appear on all reports (sales invoiced, purchase orders, etc). A company name other than the one on the licence cannot be used.
- The name on the licence cannot be changed. A change in company name will require the purchase of a new licence.
- In the case where a business has multiple locations with similar names (such as a franchise, or multiple stores owned by the same company), the name in the licence must have a unique identifier, such as the suburb name.
- Using the same key code in multiple databases/locations/stores is strictly prohibited.
4. TECNICAL SUPPORT
- Period when technical support is available: Bruma will provide technical support for the software only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party), until whichever comes first:
- 2 years after the date on which you first purchased your DecEzy licence; or
- 1 year after the next version is released.
- The name on the licence cannot be changed. A change in company name will require the purchase of a new licence.
- What is included as part of technical support: Bruma will provide technical support in accordance with its then current technical support policy, which may include:
- provision of e-mail help desk support services;
- provision of telephone help desk support services;
- access to technical information about the software contained on Bruma’s website;
- access to public forums, maintained by Bruma; and
- the ability for you to download updates.
but it does not include provision of upgrades of the software.
- Fees: You will be required to pay fees for support if both of the criteria are met:
- The support involved direct contact with Bruma employees, either by phone or via email.
- The support was for an issue other than faulty software, such as training, installation/setup advice.
5. LIMITED WARRANTY
- Software provided on an ‘as is’ basis: subject to clause ??, Bruma provides the software to you on an ‘as is’ basis and without any representations by Bruma or any of its authorised distributors regarding the user, performance or results of the use, of DecEzy.
- Defects in media: DecEzy warrants that the media on which DecEzy is recorded is free from defects in manufacture for a period of 90 days from the date of delivery. During this period, if you return DecEzy to your place of purchase, Bruma will replace any defective media on which DecEzy was supplied and any software on that media, free of charge, unless you caused the damage to the media due to poor handling.
- No guarantee that software will be error free or that its use will be uninterrupted: While Bruma has endeavoured to make sure that DecEzy works substantially as per the specifications published by Bruma from time to time, Bruma does not guarantee that DecEzy will work on all computer hardware platforms or configurations and makes no warranty that DecEzy will be error free, that its use will be uninterrupted, or be fit for your purpose.
- Certain rights cannot be excluded: The Trade Practices Act, 1974, and other laws may imply certain conditions and warranties into this Licence and give you certain rights and remedies that cannot be excluded or modified. This clause 6, and the limited warranties provided in clause 5, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void.
- Exclusion of warranties: To the full extent permitted by law, Bruma excludes all conditions, warranties and rights that may be implied into this Licence. If conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
- Limitation of implied terms: Bruma’s (and its distributors’) liability for breach of any implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Bruma, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again.
- General exclusion and limitation: Other than as set out in clauses 6(b) and 6(c), and to the full extent permitted by law:
- Bruma (and its authorised distributors) will not be liable to you or any other person for any direct or indirect loss, damages, liability, costs or expenses suffered by you or any other person relating to the performance or non-performance of the Software or any breach of this Licence or the supply of the Software or in connection with, but not limited to, the provision of technical support (whether by telephone, e-mail or remote access or other means); and
- Bruma’s maximum liability for damages arising in connection with this Licence or the supply of the Software is limited to the amount paid by you for the Software.
- Your liability to Bruma: You agree that Bruma (and its authorised distributors) will not be liable, other than as expressly set out in this Licence, and that you will indemnify the Bruma (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties).
- Use of Software is not provision of professional advice: The information contained in this Software may contain features designed to assist you in complying with the requirements of the relevant legislation, eg: sales invoice formatting, tax information collection. If the Software contains features to assist with specific legislation, then Bruma does not warrant that the relevant reports will be compliant with legal requirements, as these change from time to time. You agree it is your obligation to ensure that taxation (of any nature) and any other specific legislative requirements calculated using the software are correct from time to time and at the applicable time and that nothing in the software constitutes professional advice in relation to these matters. The help contained in this Software is not a substitute for professional advice. Legal and accounting advice should be obtained before taking any action in reliance on this Software. The software is also not financial product advice. If legal advice or other expert assistance is required, you should seek the service of a competent professional.
- Bruma has no responsibility for recommendations: Bruma, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help contained in this Software.
- Corruption of Data and on-line access: To the full extent permitted by law, Bruma and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between the Software and another server including without limitation in connection with Online Services.
7. TERM AND TERMINATION OF LICENCE
- Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues indefinitely. However, if you need to reinstall the software, you will need a copy of the original installation media, and the (sometimes) the key code. Bruma does not guarantee that the exact same version of the software you wish to install will still be available for download.
- Termination by Bruma for breach: Bruma may terminate this Licence if you are in breach of its terms or as otherwise set out in this Licence.
- Survival: Clauses 2, 4, 5, 6 and this clause 7 will survive the termination of this Licence. Termination of this Licence will not prejudice any right which Bruma may have, or but for the termination may have had, against you for a breach of this Licence.
- Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Bruma. Upon written request from Bruma you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 8(d).
8. TRIAL LICENCE
If you have been provided with a trial version of the software, this clause 8 sets out the terms that will apply to your use of the trial verison.
- Licence: Your licence to use the Trial Version:
- permits you to evaluate the Software’s functionality and suitability for your requirements;
- is for the number of users set out in the material accompanying your copy of the Trial Version (by default is limited to 5 users);
- is subject to the limited warranty in clause 5(a);
- is for three months (Evaluation Period); and
- Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period:
- you must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and
- if you wish to use the Software you must purchase a full version or subscription version of the Software.
- Entitlements: You:
- are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and
- may be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Bruma’s then current charges.
- Liability: You acknowledge that subject to clauses 6(b) and 6(c), and to the full extent permitted by law, Bruma excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 10.
- Some defined terms: In this licence:
Applicable law: This Licence is governed by the laws of the State of New South Wales, Australia.
Entire Agreement: This Licence contains the entire agreement between Bruma and you in relation to its subject matter and supersedes any prior agreements and understandings, whether written or oral.
Waiver: Any failure to enforce any rights under this Licence by Bruma is not to be taken as a waiver of those rights.
Variation: To the extent permitted by law, Bruma may vary any of the terms and conditions of this Licence upon providing you with thirty (30) days notice in writing and a copy of the replacement terms and conditions. Bruma will display any new terms and conditions on the DecEzy web site and you should check the website regularly. See http://www.decezy.com
Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
- Trial Version: means Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis.
- Upgrade: means a new version of the Software which contains additional functionality or other enhancements. Bruma will determine whether a new version constitutes an Upgrade or an Update.
- Update: means a new version of the Software which contains minor enhancements.