By clicking the "I AGREE" button (when logging into Trustpak), you agree to be bound by the terms of this document as though you had signed a copy of this document. If you do not agree with any of these terms, you must not access or use the Trustpak software. Your access to, and use of, the Trustpak software (regardless of whether or not your access or use is intended) is conditional on your acceptance and compliance with the terms, conditions, notices, guidelines, instructions and disclaimers contained in this document.
In these terms and conditions a reference to:
"InfoBiz" means InfoBiz Solutions Pty Ltd (ACN 103 089 756) of P.O. Box 31,
Semaphore South Australia 5019;
"Licence" means any licence to use the Software granted to you pursuant to these terms and conditions;
"Subscription" means a period of purchase in which this licence to use the Software is granted to you pursuant to these terms and conditions;
"Website" means the Internet site at the domain infobizsolutions.com or any other site operated by Infobiz.
"Software" means any InfoBiz software (including any associated programs, files, dynamic link libraries and documentation) which you have been authorised to use by InfoBiz.
The "Software" also includes any additional modules or future enhancements or replacement versions of the Software InfoBiz makes available to you but only to the extent that you are entitled to use them as a result of the payment of applicable fees); and "you" (or derivations thereof) means the party authorised by InfoBiz to use any of the Software.
Unless otherwise expressly agreed by InfoBiz these terms and conditions govern all use of any InfoBiz software. Your completion of any registration process or payment of licence/subscription fees or installation of any of InfoBiz software on any of your computers or your use of any InfoBiz software signifies your acceptance of these terms and conditions.
Evaluation licence - If InfoBiz has agreed to allow you to install Software for
evaluation. demo or trial purposes, then all such use is governed by these terms
and conditions and any restrictions imposed by InfoBiz from time to time with respect to
evaluation use (eg. limits on the number of transactions or limits on the number of days
which may be processed or the duration for which use is permitted).
Periodic licence - Upon payment of the applicable licence fees to InfoBiz (as stipulated and varied by InfoBiz from time to time), InfoBiz grants you a personal, non-exclusive, non-transferable licence permitting you to use the Software on up to the maximum number of workstations covered by the licence fee for the period covered by the licence/subscription fee.
If you wish to increase the maximum number of workstations covered by the licence, then you must pay InfoBiz its then applicable additional licence fees before commencing any such use as stated on the website.
InfoBiz is not responsible for the supply of any operating system or application software or any other items which may be required by you to use the Software.
The Software is password/unlock code protected and the password/unlock code only permits evaluation use in accordance with evaluation restrictions and only permits non-evaluation use for the period covered by the relevant licence/subscription fee payment. InfoBiz will issue further passwords/unlock codes to you providing you pay further licence fees in accordance with payment terms. You may only use the Software if you have validly obtained and correctly input the necessary password from InfoBiz. You must not attempt to decode or circumvent the password protection of the Software.
You are not permitted to sublicence or assign the Licence. Under the Licence you acquire no rights to use or access the source code associated with the Software. You may make additional copies of the Software solely for the purpose of backup.
You agree not to (a) reverse assemble, reverse compile or decode the Software or to ascertain the source code by any means; (b) remove, change or bypass any copyright or Software protection statements embedded in the Software; or (c) use the Software in or for any other company or other legal entity.
You agree (a) the Software is a valuable asset of InfoBiz and is supplied to you on a restricted and confidential basis; (b) the Software will be kept secret and confidential by you at all times; (c) all copyright in the Software and all other InfoBiz software (including files, dynamic link libraries, and documentation) is retained byInfoBiz and title to the copy of the Software which is delivered to you and to any copies, reproductions, adaptations, enhancements or translations made of the Software and any interfaces with the Software is also retained by InfoBiz and to the extent necessary you hereby assign intellectual property rights in same to InfoBiz; (d) to reproduce and include the copyright notice and any other legend specified by InfoBiz on any copies of the Software you make; (e) at all times to take reasonable steps to protect the Software from unauthorised access and use; (f) to give InfoBiz notice of any infringement of copyright or any of InfoBiz's rights which comes to your attention; and (g) before disposing of any media, to ensure any of the Software contained on it has been erased or destroyed.
Unless otherwise agreed by InfoBiz or a service provider approved by InfoBiz (an
"Authorised Service Provider"), you are responsible for the installation of the
Software. If InfoBiz or an Authorised Service Provider has agreed to install the
Software, then you must (a) promptly supply any assistance which may be reasonably
requested for the purposes of delivering and installing the Software; (b) ensure
that you grant all reasonable access, including necessary security clearances,
for the purposes of installing the Software; and (c) ensure that your site and
computer equipment comply with any specifications or requirements communicated to you.
If InfoBiz or an Authorised Service Provider agrees to load pre-existing trust account or other data, you will remain responsible for ensuring the completeness and accuracy of the data provided by you and for verifying that all data which is loaded is complete and accurate.
If you have paid the applicable licence/subscription fees to InfoBiz (as stipulated and varied
by InfoBiz from time to time), then during the period covered by that fee you shall
be entitled to (a) access online help files; (b) submit support requests by internet
website. email. or telephone; (c) access InfoBiz's Help Desk services subject to
InfoBiz's then applicable conditions regarding such access; (d) receive any
patches to the Software that InfoBiz may generally make available for the
purposes of correcting defects; and (e) defect support as specified below
(collectively called "maintenance and support services").
In order to receive maintenance and support services, you must do all things reasonably required by InfoBiz to enable InfoBiz to provide these services remotely, including establishing and maintaining an ability to connect your computer equipment to the internet as and when required by InfoBiz.
InfoBiz may arrange for an Authorised Service Provider or contractor to provide maintenance and support services. The costs of supplying and installing any new release of the Software, including but not limited to the cost of any modifications and retraining your staff in the use of the new release are not covered by maintenance and support services. You agree to meet these costs. It is your responsibility to test the Software before making productive use of it to ensure it operates correctly in your environment and for the purposes you require.
A "defect" is where the Software is not working as specified in InfoBiz's user documentation. To gain defect support you agree to provide InfoBiz with particulars of the defect in a format specified by InfoBiz and to provide InfoBiz with any required assistance in the diagnosis of the defect. Provided InfoBiz can reproduce the reported defect in an operating environment InfoBiz considers suitable, InfoBiz will issue at InfoBiz's discretion one or more of the following remedies: (i) a defect correction; (ii) a bypass which temporarily or permanently provides an alternative similar function; or (iii) a restriction which temporarily or permanently revokes the use of a function.
Maintenance and support services are only available for the current standard release of the Software at any time and for the immediate prior standard release for a period of three (3) months after the date the current standard release is made generally available by InfoBiz. Without limitation, maintenance and support services do not cover altered Software, improper use of the Software, failure to comply with any of InfoBiz's recommendations or requirements including any requests for assistance, use of the Software with equipment or third parties' programs or services other than those approved by InfoBiz, or supplying information available in the user documentation. If services are provided and InfoBiz reasonably concludes that they are not covered by maintenance and support services, then you must pay for those services at the rates specified by InfoBiz from time to time.
InfoBiz is only liable to provide the services specified in this Licence. Without limitation, InfoBiz is not obliged to provide any other training, installation, configuration or implementation services. If you require any additional services, then you may request InfoBiz to submit a proposal for the provision of those additional services. If InfoBiz feels able to provide those additional services, then InfoBiz will prepare a proposal identifying the additional services it will provide, its estimated schedule for the provision of the additional services and the fees payable for the additional services. InfoBiz may refer requests for additional services to an Authorised Service Provider.
You may terminate this Licence at any time on 30 days written notice to InfoBiz.
This Licence will terminate immediately without further notice to you if you fail
to pay a licence fee when due or fail to remedy any breach of this Licence
within 14 days after receipt of written notice requiring the breach to be
The termination of this Licence will be without prejudice to any rights which InfoBiz may have. Upon termination of this Licence by InfoBiz for whatever cause, InfoBiz is discharged and released from all obligations under this Licence. Your obligations of confidentiality and non disclosure specified in this Licence will survive the termination of this Licence and you must continue to comply with those obligations notwithstanding the termination.
InfoBiz warrants that InfoBiz has the right and authority to grant a Licence for
the Software and that the Software, when used in an operating environment
approved by InfoBiz, conforms as nearly as practicable to its published
specifications. InfoBiz will use reasonable endeavours to provide any services
to you within agreed time frames but InfoBiz shall not be liable for any delay
in the provision of services arising from events of force majeure or any other
cause whatsoever. If InfoBiz supplies standard form letters or documents to you,
it is your responsibility to ensure that the letters or documents are suitable for
your purposes and InfoBiz shall not be liable for any consequences arising from
your use of such letters or documents.
Some laws (such as the Trade Practices Act) imply conditions and warranties into certain contracts. Some laws do not allow those contracts to exclude, modify or restrict those implied terms ("non-excludable terms"). These conditions are limited so that they do not exclude, restrict or modify those rights. To the extent permitted by law, InfoBiz's liability for breach of any condition or warranty implied by law which can not be excluded is limited, in InfoBiz's discretion, to re-supplying the services or the cost of re-supply.
SUBJECT TO THE ABOVE WARRANTIES AND THE ABOVE PROVISON REGARDING NON-EXCLUDABLE TERMS, THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. InfoBiz NEITHER MAKES NOR APPROVES THE MAKING OF ANY WARRANTY OR REPRESENTATION THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ARE RESPONSIBLE FOR ENSURING THAT THE SOFTWARE AND ANY SERVICES WILL SATISFY YOUR REQUIREMENTS.
If circumstances arise where you are entitled to claim damages from InfoBiz or any other party involved in the supply, support and maintenance of the Software or the provision of services relating to the Software (a "relevant party"), then notwithstanding the other provisions of this Licence, InfoBiz's liability (and the liability of any other relevant party) to you for the aggregate of all such claims (regardless of the basis on which you are entitled to claim including, without limitation, negligence) is limited to the lesser of (a) the amount of any actual direct loss or damage which you sustain; (b) the amount of the Licence Fee most recently paid by you; and (c) InfoBiz's cost of replacing or repairing any defective Software. InfoBiz is not liable for losses or damages of third parties claimed against you caused by InfoBiz's negligence. In no event will InfoBiz be liable for actual or anticipated lost profits, lost savings, lost or damaged data or any incidental or consequential damages even if InfoBiz has been advised of the possibility of such damages.
Neither party is responsible for failure to fulfill any obligation due to causes beyond their control. Due to the on-going nature of these provisions, InfoBiz may vary them by giving you at least one months notice in writing before the variation takes effect and you may discontinue the Licence before the variation takes effect. If any provision of this Licence is found to be invalid, unenforceable or illegal, then that provision will be deemed to be deleted to the extent necessary to remove the invalid, unenforceable or illegal portion and the balance of this Licence will remain binding. You agree that this is the complete and exclusive statement of the agreement between you and InfoBiz and that it supersedes all proposals or prior agreements, oral or written,and all other communications between all parties relating to the subject matter of this Licence. This Licence is made in accordance with, and is subject to, the laws of South Australia. You irrevocably agree to submit all disputes arising in connection with this Licence to the jurisdiction of the South Australian courts.