Terms and Conditions

Our terms and conditions vary depending on the jurisdiction in which your organisation operates. Please select the relevant jurisdiction below to view the terms applicable to you.

United Kingdom & Scotland
Australia
USA
Ireland

Click your jurisdiction to jump directly to the applicable terms and conditions.

United Kingdom & Scotland Supply and Support Terms and Conditions

1. Definitions

1.1 “Agreement” means this Software Licence and Service Agreement and any Order Form made under it. In the event of a conflict between this Software Licence and Service Agreement and any Order Form, the Software Licence and Service Agreement will prevail.

1.2 “Applicable Laws” means all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding force in the Jurisdiction.

1.3 “Business Day” means a day which is not a Saturday, Sunday or a public / bank holiday in the Jurisdiction.

1.4 “Confidential Information” has the meaning given to it in clause 9.1.

1.5 “Customer Data” means data, including personal data as defined under Data Protection Legislation, provided by You or your Users for use in the Service.

1.6 “Data Protection Legislation” means all laws and regulations relating to privacy and the protection of data in the Jurisdiction including without limitation the General Data Protection Regulation of the European Union and the Data Protection Act 2018 (UK).

1.7 “Documentation” means the materials hosted on the Community Portal available via the FMS Legal website in your region.

1.8 “Fees” means the fees stated in the applicable Order Form under this Agreement, including professional services fees, Subscription Licence Fee or hosting costs (if relevant).

1.9 “FMS Legal”, “We” “Our” or “Us” means FMS Legal UK Limited (Company Number 16645762) of Unit 7 Circus Road West, Battersea Power Station, London, United Kingdom, SW11 8EZ.

1.10 “Go Live Date” means the date agreed for the deployment and / or use of the Licensed Software or the date on which the Licensed Software is deployed or used, whichever occurs earlier.

1.11 “Hosted Service” means any Services hosted by FMS Legal.

1.12 “Implementation Services and Training” means the additional Services related to implementation and / or training as detailed in the initial Order Form.

1.13 “Initial Term” means the Term as stated on the first Order Form under this Agreement, and starts from the Go Live Date.

1.14 “Intellectual Property” means all present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service.

1.15 “IPR Claim” means a claim by any person that your use of the Service as permitted by this Agreement infringes any patent, copyright or trade mark right of any third party.

1.16 “Jurisdiction” means England and Wales or Scotland.

1.17 “Licensed Software” means FMS Legal’s software products and/or licensed software used to provide the Services as stated in the Order Form.

1.18 “Offensive Material” any material that FMS Legal determines, acting reasonably, is likely to violate Applicable Laws or is otherwise likely to cause harm to a person or property including material that is racist, discriminatory, violent, pornographic, or contains illegal software or viruses.

1.19 “Order Form” means the order form(s) that is/are completed and signed by You to order access Services under this Agreement, including a Purchase Order Form.

1.20 “Renewal(s)” means the extension of this Agreement for a further 12 months (unless otherwise specified).

1.21 “Renewal Date” means the anniversary date after the Initial Term or subsequent Renewal(s).

1.22 “Service“ means the Licensed Software, Hosted Service or Server Software (if relevant), Documentation and any services, including our website, that FMS Legal provide to You in accordance with this Agreement or an Order Form.

1.23 “Subscription Licence” means the right to use and access the Service.

1.24 “Subscription Licence Fee” means the fee for a User to access and use the Service, as stated on an Order Form or as otherwise notified to You.

1.25 “Term” means the Initial Term and any Renewal.

1.26 ‘You’ and ‘Your’ mean the client detailed on the Order Form.

1.27 “User” means You and / or Your personnel that You authorise to access the Service.

2. Terms & Conditions

2.1 Access to and use of the Service is subject to the terms and conditions in this Agreement.

2.2 If You do not agree to the terms and conditions of this Agreement, You must not use the Service and must return any copies of the Service or related materials to FMS Legal and otherwise destroy any copies of the Service in your possession.

2.3 The Agreement will commence on the earlier of the date of either:

2.3.1 You or any of your Users installing, copying, or using the Services; or

2.3.2 You executing this Agreement or an Order Form under this Agreement.

2.4 The Go-Live Date must be agreed between the parties within four weeks of the execution of the first Order Form under this Agreement. If the Go-Live Date cannot be agreed between the parties within this time, either party may choose to terminate this Agreement without penalty.

2.5 Following the agreement of the Go-Live Date, the Subscription Licence Fee will become payable on the date on which the services are deployed for use (if earlier) or that agreed date, unless otherwise agreed between the parties.

2.6 Further changes to the Go-Live Date may only be made:

2.6.1 In accordance with clause 8.3.1; or

2.6.2 In Our sole discretion, acting reasonably.

2.7 At the expiry of the Initial Term, the Agreement will automatically renew for successive 12- month periods (Renewal), unless terminated in accordance with clause 8.

2.8 We may vary the Fees on Renewal by giving you one hundred and twenty (120) days written notice prior to commencement of the Renewal. The amount of each Subscription Licence after such an increase will not exceed the list subscription price of that given renewal year. If you do not agree with the price variation, you may elect to terminate this Agreement as per clause 8.2.

3. Licence and Permitted Use

3.1 FMS Legal will supply to You the Service specified in the Order Form.

3.2 We grant to You and your Users a non-exclusive, non-transferable Subscription Licence to use the Service specified in the Order Form during the Term upon the payment of the Subscription Licence Fees specified in the Order Form.

3.3 You and your Users may use the Service for the purpose of your internal business operations only, and the total number of Users of the Services must not exceed the number of Users specified in the relevant Order Form. The Licensed Software may be installed on multiple devices provided that any device and User login used to access the Licensed Software are solely used by one User.

3.4 We may discontinue support for any third party integrations and, where possible, will provide three (3) months’ notice of such discontinuation.

3.5 You may not, and must ensure your Users do not:

3.5.1 permit any person other than Your Users to use the Service;

3.5.2 modify, merge, adapt, translate, reverse engineer, de-compile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Service, or any portion thereof;

3.5.3 install a third party application that modifies the Service directly;

3.5.4 copy or distribute the Service or any element of the Service other than as specified in this Agreement;

3.5.5 use the Service for any purpose that breaches Applicable Laws, including laws related to spam or distribution or storage of Offensive Material, other than as required for the provision of Your legal services to your clients;

3.5.6 rent, lease, lend, sub-licence, sell, distribute, grant a security interest in, or otherwise transfer rights in the Service; or

3.5.7 remove any copyright or proprietary notices or labels relating to the Service.

3.6 In the event We become aware of You storing Offensive Material in the Service, We may take action as permitted under Applicable Laws or as otherwise determined to be necessary, acting reasonably, to prevent further harm including by restricting access to or removing from the Service the Offensive Material.

4. Hardware and Hosting

4.1 This Agreement is solely for the Services. This Agreement does not relate to the provision of hardware or communications equipment.

4.2 You acknowledge that during the Term, You are solely responsible for ensuring that your hardware, internet, and operating software for such hardware (IT Environment) is and continues to be compatible with the Service. Any significant change to Your IT Environment should be made in accordance with the recommended specifications of FMS Legal.

4.3 Given software is inherently complex and may not be completely free of errors, You agree to make backup copies of important data (data that the client does not store within the hosted environment but uses for business purposes). We are not responsible for loss or corruption of Your data.

4.4 You agree to make reasonable endeavours to verify that all programs and data in your IT Environment are virus free, and agree to use generally accepted malware and anti-virus protection software in your IT Environment.

4.5 You acknowledge that offering Hosted Services incurs an ongoing cost for FMS Legal. Notwithstanding any other clause in this Agreement, FMS Legal may suspend or terminate providing Hosted Services to You if full payment is not made for an outstanding invoice by the listed due date. FMS Legal may destroy any Customer Data within the Hosted Services upon 90 days’ written notice of an outstanding invoice.

5. Implementation Services & Training

5.1 Unless otherwise specified in the Order Form, You are responsible for the installation of the Service on your network or devices.

5.2 Implementation Services and Training will be completed in accordance with the Order Form.

5.3 Unless otherwise specified, the Implementation Services and Training will not include data conversion or additional training.

6. Support & Updates

6.1 We will provide You with reasonable support and updates of the Services within a reasonable time (“Support Services”) for each period in which You pay the Fees in the Order Form related to the Subscription Licence Fee or Support Services, as relevant.

6.2 Support Services will be provided in response to notification by You or any Users to FMS Legal of any defective, technical, or operating errors in the Services (the “Error”) but do not include assistance with:

6.2.1 technical issues which are not part of the Services supplied;

6.2.2 Your IT Environment or computer hardware issues; and

6.2.3 the provision of accountancy advice and service.

6.3 You agree to provide Us with full access to Your computer systems and provide reasonable assistance to facilitate Our use of remote administration tool to deliver Support Services and upgrades.

6.4 We may, at Our sole discretion, refuse to provide you with any Support Services in relation to any Error caused by:

6.4.1 the improper use, alteration, or damage of, or to, the Services;

6.4.2 modifications to the Services not authorised by FMS Legal;

6.4.3 the use of software which is not provided or approved by FMS Legal; or

6.4.4 the use of the Services or any integration in a manner that has not been approved by FMS Legal.

6.5 In the event that We determine an issue for which Support Services were delivered was caused by the actions of a third party, such as Your IT provider, we may invoice You or the relevant third-party advisors for the reasonable professional services costs incurred on a time and materials basis using the then-current professional services rate.

6.6 We retain the right to upgrade the Licensed Software by providing 24 hours’ notice. In the event that You refuse an upgrade under this clause, You acknowledge that the obligations on Us to provide Support Services and any warranties or representations for the Licensed Software will not apply unless and until the Licensed Software is upgraded in accordance with Our instructions.

7. Fees and Payment

7.1 You must pay FMS Legal the Fees within fifteen (15) days of the date of the relevant invoice or as otherwise stated in writing by Us (the “Due Date”).

7.2 Any invoice that is not paid in full by the Due Date will incur interest on the unpaid amount from the Due Date until the date of payment by You, calculated on a daily basis at the cash rate of the Reserve Bank of England (or, if that rate ceases to exist, a comparable rate nominated by FMS Legal).

7.3 Where You have not paid an invoice in full by the Due Date, We may (without limiting our rights under clause 8) suspend Your right to access the Service until You have paid the invoice in full.

7.4 Use of the Services is strictly limited to the number of Users as set out in the relevant Order Form or as otherwise amended from time to time.

7.5 In the event You exceed the number of Users set out in the Order Form or as otherwise agreed (Additional Users), We will separately invoice You the Subscription Licence Fee for any Additional Users for the remainder of the current Term. This Agreement and any other applicable terms will automatically apply to Additional Users, including automatic Renewal.

7.6 The number of Users cannot be decreased below the amount stated in the Order Form during the relevant Term. Additional Users may be increased or decreased during the Term.

7.7 All sums payable under this Agreement are exclusive of Value Added Tax (“VAT”) and any other applicable taxes, duties or levies, which shall be payable by You in addition to the Fees at the prevailing rate.

8. Termination

8.1 Either party may terminate this Agreement by written notice with immediate effect if the other party:

8.1.1 commits a material breach of this Agreement that is capable of remedy, provided that the other party has provided notice of the breach, and provided that they have failed to rectify that breach within fourteen (14) days from the date of notice;

8.1.2 commits a material breach of this Agreement that is not capable of remedy; or

8.1.3 become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.2 Either party may terminate this Agreement, effective at the expiry of the then-current Term or Renewal, by giving at least ninety (90) days written notice to the other party prior to the relevant Renewal Date.

8.3 Prior to the Go-Live Date on the following conditions:

8.3.1 You may terminate this Agreement by payment of an amount equal to the total Subscription Licence Fee for 12 months’ of the Licensed Software for the number of Users stated on the Order Form; and / or

8.3.2 We may terminate this Agreement if your firm has failed to comply with previously agreed timelines as contained in the Order Form or other written instructions without valid reason. Upon termination under this clause, 12 months of the Subscription Licence Fee for the number of Users stated on the Order Form will immediately become due and payable by You along with any outstanding invoices at the time of termination. The payment of monies in this clause 8.3 are a genuine pre-estimate of Our loss in the event that You do not proceed with the Agreement after commencement.

8.4 If You do not provide acceptance of the revised Fees communicated to You prior to a Renewal Date, We may terminate this Agreement effective immediately upon the expiry of the relevant Initial Term or Renewal.

8.5 Upon termination:

8.5.1 You will no longer have access to the Service;

8.5.2 You will not receive any Support Services;

8.5.3 You must not use the Service and You must destroy all copies of the Service in Your possession and control; and

8.5.4 You will remain due to pay to FMS Legal any sums which have accrued, or which subsequently accrue, due under this Agreement and shall not be entitled to reimbursement of any Fees or portions thereof.

8.6 Upon notice of termination of this Agreement, FMS Legal will make two (2) exports of the Customer Data in the Hosted Service available to You. You may request additional exports, conditional on the payment of paying additional fees to Us on a time and materials basis.

8.7 If You require post termination access to view, analyse and extract Customer Data in the Hosted Service, You may submit a request in writing to FMS Legal and FMS Legal will provide You with access to the Service for such limited purposes as you reasonably request. If You require ongoing access to the Service following the termination of this Agreement (where the Agreement was not terminated by FMS Legal due to a material breach by You), You will need to maintain a single Subscription Licence and pay the Subscription Licence Fee for that Subscription Licence at the relevant monthly fee in effect at the time of termination.

8.8 Upon expiration or termination of the Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive.

9. Confidentiality

9.1 Each party (including its officers and employees) acknowledges that the existence and the terms of this Agreement and any oral or written information exchanged between the parties in connection with the preparation and performance this Agreement are regarded as confidential information. As used in this Agreement, “Confidential Information” means information that a reasonable person would believe to be confidential, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement.

9.2 Confidential Information does not include:

(i) information that was known to the receiving party before receipt thereof from or on behalf of the disclosing party;

(ii) information that is disclosed to the receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality;

(iii) information that is or becomes generally known to the public without violation of this Agreement by the receiving party; or

(iv) information that is independently developed by the receiving party or its employees or affiliates without reference to the disclosing party’s information.

9.3 Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if:

(i) required by law, regulation or legal process or if requested by a regulatory authority;

(ii) it is advised by counsel that it may incur liability for failure to make such disclosure;

(iii) requested to by the other party;

provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

9.4 Without prejudice to the above, FMS Legal shall ensure Customer Data within FMS Legal’s possession is secure and where applicable in an encrypted form, and shall use reasonable efforts to the use of the Customer Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Customer Data.

10. Intellectual Property

10.1 Subject to the rights and licences expressly granted under this Agreement, each party shall retain all right, title and interest in and to any and all Intellectual Property that is owned, licensed or sublicensed by such party prior to, or independent of, this Agreement (Pre- existing IP).

10.2 All improvements, modifications or derivatives created by any party to its own IP or the IP of the other party (Derivative IP) during the course of this Agreement, will be owned by the owner of the Pre-existing IP to which the Derivative IP relates, but will be licensed to the other party

in accordance with the licences applicable to the underlying IP Rights as set out in this Agreement.

10.3 Any party that creates Derivative IP hereby irrevocably assigns (and must execute any document reasonably required to give effect to such an assignment) to the party that owns the Pre-existing IP to which the Derivative IP relates.

10.4 You acknowledge that any feedback, product suggestions, improvements or commentary on the Services You or your Users provide to FMS Legal is Derivative IP.

11. Warranty

11.1 To the maximum extent permitted by Applicable Law and subject to the warranties in this clause 11, FMS Legal and our affiliates, directors, officers, employees, agents, contributors, third party content providers and licensors disclaim all other warranties and conditions, either express or implied, written or oral, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and warranties arising from a course of dealing, usage or trade practice. We do not warrant that the Services will be uninterrupted or error free.

11.2 FMS Legal warrants that the Licensed Software will perform materially as described in the Documentation for the Term (the “Warranty Period”).

11.3 Subject to clause 11.6, if the Licensed Software does not perform materially as described in the Documentation during the Warranty Period, Our liability shall be limited to either, at Our cost and discretion, the:

11.3.1 remedy of the Error;

11.3.2 replacement of the Licensed Software with a version that does perform substantially in accordance with the Documentation; or

11.3.3 refund of the Subscription Licence Fees paid in the period in which the breach of warranty arose.

11.4 Subject to Your compliance with this Agreement, FMS Legal warrants that the client accounting component of the Licensed Software will remain compliant with the applicable client account and trust accounting requirements of the relevant legal regulator governing the Customer, including the Solicitors Regulation Authority in England and Wales and the Law Society of Scotland in Scotland.

11.5 If the Licensed Software is found to not conform with the client accounting component, FMS Legal shall remedy the non-conformity at Our sole cost within ninety (90) days of receipt of notice from You of such non-conformity.

11.6 Your sole and exclusive remedy for FMS Legal ‘s breach of any statutorily implied warranties, conditions or guarantees which cannot lawfully be excluded is, to the extent permitted by law, limited to, at FMS Legal ‘s option:

11.6.1 rectification or replacement of the Services;

11.6.2 refund of any Subscription Licence Fee paid by You in the preceding 12 months; or

11.6.3 supply of professional services to rectify the issue.

12. Indemnity

12.1 In the event of an IPR Claim against You, You must promptly notify FMS Legal, comply with FMS Legal ‘s reasonable directions in relation to the IPR Claim and, on request by FMS Legal, transfer to and secure for FMS Legal sole control of the defence and settlement of the IPR Claim. You must not settle an IPR Claim or make any admissions or

consent to any judgment being entered in relation to the IPR Claim without FMS Legal’s prior written consent.

12.2 Subject to Your compliance with clause 12.1 and the limitations in clause 12.3, FMS Legal indemnifies You for any judgment finally awarded against You in respect of an IPR Claim or amount which is payable by You to settle an IPR Claim to the maximum value of three (3) times the Fees paid or payable in the12-month period immediately prior to the date the first IPR Claim arose.

12.3 Our liability under clause 12.2 will be reduced to the extent the IPR Claim is based on:

12.3.1 the improper use, alteration, or damage of or to the Service;

12.3.2 modifications to the Service not authorised by Us;

12.3.3 the use of (or use of the Service in combination with) any other software which is not provided or approved by Us;

12.3.4 the use of the Services in a manner that has not been approved by Us; or

12.3.5 any other use by You of the Service other than as permitted by this Agreement.

12.4 This clause 12 sets out Your sole and exclusive remedy in connection with, and Our sole obligations in connection with, any IPR Claims or any other action, suit, claim or demand (whether actual or alleged) that the supply, use or accessing of the Services infringes the Intellectual Property Rights or other proprietary rights of any person.

13. Limitation of Liability

13.1 Nothing in this Agreement is intended to exclude or limit either party’s liability to the other for liabilities which cannot be limited or excluded by law, including for breach of any statutorily implied warranties, conditions or guarantees which cannot lawfully be excluded.

13.2 Excluding alternate remedies in clause 11 and the indemnity in clause 12, Our total liability under this Agreement whether for breach of this Agreement, in tort (including negligence), or for any other common law or statutory cause of action shall be limited to an amount equal to the Fees paid by You to FMS Legal under this Agreement during the 12-month period immediately prior to the date the first claim arose.

13.3 Any claim by You under this Agreement must be notified to FMS Legal within 12 months of the cause of action arising.

13.4 To the maximum extent permitted by law, neither party shall in any event be liable to the other for any indirect or consequential loss, loss of profits (without prejudice to Your liability to pay the Fees), contracts, business, revenue, goodwill or anticipated savings (whether in each case direct or indirect), or any other indirect, consequential or special losses or damages howsoever caused. In addition to the limitations in the preceding sentence, FMS Legal will not be liable for:

13.4.1 any loss or corruption of data, software or database configuration held by You (whether before or after termination the Agreement);

13.4.2 any problems of any nature arising from the use of the Service for purposes for which it was not designed even if FMS Legal have been advised of the possibility of such damages or loss, and whether such claim is made in contract, tort (including negligence), statute or under any other legal claim;

13.4.3 any defects or failures which arise in whole or in part from accident, neglect or misuse of the Service; or

13.4.4 any claim or loss arising due to combination of the Service with products, services, or use by parties other than FMS Legal including utility providers and Your Users.

13.5 Our liability to You under this clause 13 will be reduced to the extent that the event giving rise to such liability is caused or contributed to by any act or omission of You.

13.6 This clause 13 survives termination of this Agreement.

14. Governing Law & Venue

14.1 This Agreement is governed by the laws of England and Wales or Scotland, as applicable

14.2 The exclusive venue for resolving any dispute shall be the courts of England and Wales or Scotland, and the courts that hear appeals from them.

15. Assignment

15.1 You may not delegate, assign or subcontract any obligations under this Agreement without the consent of FMS Legal, which will not be unreasonably withheld.

15.2 You may request to assign this Agreement to a new party at any time via completion of a novation agreement (if required). We reserve the right to refuse the assignment of this Agreement in the event that the incoming party is a direct competitor of Us or Our related bodies corporate or due to a pre-existing relationship with the incoming party.

16. General Provisions

16.1 Both FMS Legal and You confirm and acknowledge that:

16.1.1 This Agreement shall constitute the entire agreement with respect to the issues covered in this Agreement between You and FMS Legal and shall supersede and override all previous communications, either oral or written, between the parties; and

16.1.2 No agreement or understanding varying or extending this Agreement shall be binding upon any party unless in writing and signed by both parties.

16.2 No delay, neglect, or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of, or prejudice, those rights.

16.3 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

16.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party, except as expressly authorised by the You or FMS Legal (as the case may be).

16.5 This Agreement may be executed in any number of counterparts, each of which, when executed, is an original document. Those counterparts together make one instrument. This Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

17. Notices

17.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be: delivered by email to the nominated person on the Order Form or as notified to you in writing, hand, or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

17.2 Any notice or communication shall be deemed to have been received:

17.2.1 if delivered by email, upon sending if within business hours or at the commencement of business hours the following Business Day;

17.2.2 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

17.2.3 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

Australia Supply and Support Terms and Conditions

1. Definitions

1.2 “Applicable Laws” means all laws, regulations, statutory instruments, industry codes and regulatory requirements applicable in Australia and the relevant State or Territory.

1.3 “Business Day” means a day which is not a Saturday, Sunday or a public / bank holiday in the Jurisdiction.

1.4 “Confidential Information” has the meaning given to it in clause 9.1.

1.5 “Customer Data” means data, including personal data as defined under Data Protection Legislation, provided by You or your Users for use in the Service.

1.6 “Data Protection Legislation” means all laws and regulations relating to privacy, data protection and the handling of personal information applicable in Australia, including the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Notifiable Data Breaches Scheme and any legislation amending, replacing or supplementing them.

1.7 “Documentation” means the materials hosted on the Community Portal available via the Ledgetic Pty Ltd website in your region.

1.8 “Fees” means the fees stated in the applicable Order Form under this Agreement, including professional services fees, Subscription Licence Fee or hosting costs (if relevant).

1.9 “Go Live Date” means the date agreed for the deployment and / or use of the Licensed Software or the date on which the Licensed Software is deployed or used, whichever occurs earlier.

1.10 “Hosted Service” means any Services hosted by Ledgetic Pty Ltd.

1.11 “Implementation Services and Training” means the additional Services related to implementation and / or training as detailed in the initial Order Form.

1.12 “Initial Term” means the Term as stated on the first Order Form under this Agreement, and starts from the Go Live Date.

1.13 “Intellectual Property” means all present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service.

1.14 “IPR Claim” means a claim by any person that your use of the Service as permitted by this Agreement infringes any patent, copyright or trade mark right of any third party.

1.15 “Jurisdiction” means New South Wales, Australia.

1.16 “Ledgetic Pty Ltd”, “We” “Our” or “Us” means Ledgetic Pty Ltd (ABN 54 690 313 172) of Suite 1, Level 17/31 Market St, Sydney NSW 2000.

1.17 “Licensed Software” means Ledgetic Pty Ltd’s software products and/or licensed software used to provide the Services as stated in the Order Form.

1.18 “Offensive Material” any material that Ledgetic Pty Ltd determines, acting reasonably, is likely to violate Applicable Laws or is otherwise likely to cause harm to a person or property including material that is racist, discriminatory, violent, pornographic, or contains illegal software or viruses.

1.19 “Order Form” means the order form(s) that is/are completed and signed by You to order access Services under this Agreement, including a Purchase Order Form.

1.20 “Renewal(s)” means the extension of this Agreement for a further 12 months (unless otherwise specified).

1.21 “Renewal Date” means the anniversary date after the Initial Term or subsequent Renewal(s).

1.22 “Service“ means the Licensed Software, Hosted Service or Server Software (if relevant), Documentation and any services, including our website, that Ledgetic Pty Ltd provide to You in accordance with this Agreement or an Order Form.

1.23 “Subscription Licence” means the right to use and access the Service.

1.24 “Subscription Licence Fee” means the fee for a User to access and use the Service, as stated on an Order Form or as otherwise notified to You.

1.25 “Term” means the Initial Term and any Renewal.

1.26 ‘You’ and ‘Your’ mean the client detailed on the Order Form.

1.27 “User” means You and / or Your personnel that You authorise to access the Service.

2. Terms & Conditions

2.1 Access to and use of the Service is subject to the terms and conditions in this Agreement.

2.2 If You do not agree to the terms and conditions of this Agreement, You must not use the Service and must return any copies of the Service or related materials to Ledgetic Pty Ltd and otherwise destroy any copies of the Service in your possession.

2.3 The Agreement will commence on the earlier of the date of either:

2.3.1 You or any of your Users installing, copying, or using the Services; or

2.3.2 You executing this Agreement or an Order Form under this Agreement.

2.6 Further changes to the Go-Live Date may only be made:

2.6.1 In accordance with clause 8.3.1; or

2.6.2 In Our sole discretion, acting reasonably.

2.7 At the expiry of the Initial Term, the Agreement will automatically renew for successive 12- month periods (Renewal), unless terminated in accordance with clause 8.

3. Licence and Permitted Use

3.1 Ledgetic Pty Ltd will supply to You the Service specified in the Order Form.

3.4 We may discontinue support for any third party integrations and, where possible, will provide three (3) months’ notice of such discontinuation.

3.5 You may not, and must ensure your Users do not:

3.5.1 permit any person other than Your Users to use the Service;

3.5.3 install a third party application that modifies the Service directly;

3.5.4 copy or distribute the Service or any element of the Service other than as specified in this Agreement;

3.5.6 rent, lease, lend, sub-licence, sell, distribute, grant a security interest in, or otherwise transfer rights in the Service; or

3.5.7 remove any copyright or proprietary notices or labels relating to the Service.

4. Hardware and Hosting

4.1 This Agreement is solely for the Services. This Agreement does not relate to the provision of hardware or communications equipment.

4.5 You acknowledge that offering Hosted Services incurs an ongoing cost for Ledgetic Pty Ltd. Notwithstanding any other clause in this Agreement, Ledgetic Pty Ltd may suspend or terminate providing Hosted Services to You if full payment is not made for an outstanding invoice by the listed due date. Ledgetic Pty Ltd may destroy any Customer Data within the Hosted Services upon 90 days’ written notice of an outstanding invoice.

5. Implementation Services & Training

5.1 Unless otherwise specified in the Order Form, You are responsible for the installation of the Service on your network or devices.

5.2 Implementation Services and Training will be completed in accordance with the Order Form.

5.3 Unless otherwise specified, the Implementation Services and Training will not include data conversion or additional training.

6. Support & Updates

6.2 Support Services will be provided in response to notification by You or any Users to Ledgetic Pty Ltd of any defective, technical, or operating errors in the Services (the “Error”) but do not include assistance with:

6.2.1 technical issues which are not part of the Services supplied;

6.2.2 Your IT Environment or computer hardware issues; and

6.2.3 the provision of accountancy advice and service.

6.3 You agree to provide Us with full access to Your computer systems and provide reasonable assistance to facilitate Our use of remote administration tool to deliver Support Services and upgrades.

6.4 We may, at Our sole discretion, refuse to provide you with any Support Services in relation to any Error caused by:

6.4.1 the improper use, alteration, or damage of, or to, the Services;

6.4.2 modifications to the Services not authorised by Ledgetic Pty Ltd;

6.4.3 the use of software which is not provided or approved by Ledgetic Pty Ltd; or

6.4.4 the use of the Services or any integration in a manner that has not been approved by Ledgetic Pty Ltd.

7. Fees and Payment

7.1 You must pay Ledgetic Pty Ltd the Fees within fifteen (15) days of the date of the relevant invoice or as otherwise stated in writing by Us (the “Due Date”).

7.2 Any invoice that is not paid in full by the Due Date will incur interest on the unpaid amount from the Due Date until the date of payment, calculated daily at the cash rate published by the Reserve Bank of Australia (or, if that rate ceases to exist, a comparable rate nominated by Ledgetic Pty Ltd).

7.3 Where You have not paid an invoice in full by the Due Date, We may (without limiting our rights under clause 8) suspend Your right to access the Service until You have paid the invoice in full.

7.4 Use of the Services is strictly limited to the number of Users as set out in the relevant Order Form or as otherwise amended from time to time.

7.6 The number of Users cannot be decreased below the amount stated in the Order Form during the relevant Term. Additional Users may be increased or decreased during the Term.

7.7 Unless otherwise stated, all Fees are exclusive of GST. If GST is payable on a taxable supply made under this Agreement, You must pay to Ledgetic Pty Ltd an amount equal to the GST payable at the same time as payment for the taxable supply.

8. Termination

8.1 Either party may terminate this Agreement by written notice with immediate effect if the other party:

8.1.2 commits a material breach of this Agreement that is not capable of remedy; or

8.1.3 become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.3 Prior to the Go-Live Date on the following conditions:

8.5 Upon termination:

8.5.1 You will no longer have access to the Service;

8.5.2 You will not receive any Support Services;

8.5.3 You must not use the Service and You must destroy all copies of the Service in Your possession and control; and

8.5.4 You will remain due to pay to Ledgetic Pty Ltd any sums which have accrued, or which subsequently accrue, due under this Agreement and shall not be entitled to reimbursement of any Fees or portions thereof.

8.6 Upon notice of termination of this Agreement, Ledgetic Pty Ltd will make two (2) exports of the Customer Data in the Hosted Service available to You. You may request additional exports, conditional on the payment of paying additional fees to Us on a time and materials basis.

8.7 If You require post termination access to view, analyse and extract Customer Data in the Hosted Service, You may submit a request in writing to Ledgetic Pty Ltd and Ledgetic Pty Ltd will provide You with access to the Service for such limited purposes as you reasonably request. If You require ongoing access to the Service following the termination of this Agreement (where the Agreement was not terminated by Ledgetic Pty Ltd due to a material breach by You), You will need to maintain a single Subscription Licence and pay the Subscription Licence Fee for that Subscription Licence at the relevant monthly fee in effect at the time of termination.

8.8 Upon expiration or termination of the Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive.

9. Confidentiality

9.2 Confidential Information does not include:

(i) information that was known to the receiving party before receipt thereof from or on behalf of the disclosing party;

(ii) information that is disclosed to the receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality;

(iii) information that is or becomes generally known to the public without violation of this Agreement by the receiving party; or

(iv) information that is independently developed by the receiving party or its employees or affiliates without reference to the disclosing party’s information.

(i) required by law, regulation or legal process or if requested by a regulatory authority;

(ii) it is advised by counsel that it may incur liability for failure to make such disclosure;

(iii) requested to by the other party;

9.4 Without prejudice to the above, Ledgetic Pty Ltd shall ensure that Customer Data within its possession or control is secure and, where applicable, maintained in an encrypted form. Ledgetic Pty Ltd shall implement and maintain reasonable technical, organisational and physical security measures designed to protect Customer Data against misuse, interference, loss, unauthorised access, modification, disclosure, copying, storage, reproduction, display or distribution. Ledgetic Pty Ltd shall promptly investigate and take appropriate remedial action in response to any actual or suspected unauthorised access to, or disclosure of, Customer Data.

10. Intellectual Property

in accordance with the licences applicable to the underlying IP Rights as set out in this Agreement.

10.4 You acknowledge that any feedback, product suggestions, improvements or commentary on the Services You or your Users provide to Ledgetic Pty Ltd is Derivative IP.

11. Warranty

11.1 To the maximum extent permitted by Applicable Law and subject to the warranties in this clause 11, Ledgetic Pty Ltd and our affiliates, directors, officers, employees, agents, contributors, third party content providers and licensors disclaim all other warranties and conditions, either express or implied, written or oral, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and warranties arising from a course of dealing, usage or trade practice. We do not warrant that the Services will be uninterrupted or error free.

11.2 Ledgetic Pty Ltd warrants that the Licensed Software will perform materially as described in the Documentation for the Term (the “Warranty Period”).

11.3.1 remedy of the Error;

11.3.2 replacement of the Licensed Software with a version that does perform substantially in accordance with the Documentation; or

11.3.3 refund of the Subscription Licence Fees paid in the period in which the breach of warranty arose.

11.4 Subject to Your compliance with this Agreement, Ledgetic Pty Ltd warrants that the trust accounting component of the Licensed Software will remain materially compliant with the requirements of the relevant Legal Profession Uniform Law, Legal Profession Uniform General Rules, Legal Profession Uniform Law Australian Solicitors’ Conduct Rules and any applicable trust accounting requirements in the Jurisdiction.

11.5 If the Licensed Software is found to not conform with the trust accounting component, Ledgetic Pty Ltd shall remedy the non-conformity at Our sole cost within ninety (90) days of receipt of notice from You of such non-conformity.

11.6 Nothing in this Agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy implied or imposed by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot lawfully be excluded, restricted or modified.

12. Indemnity

12.1 In the event of an IPR Claim against You, You must promptly notify Ledgetic Pty Ltd, comply with Ledgetic Pty Ltd ‘s reasonable directions in relation to the IPR Claim and, on request by Ledgetic Pty Ltd, transfer to and secure for Ledgetic Pty Ltd sole control of the defence and settlement of the IPR Claim. You must not settle an IPR Claim or make any admissions or

consent to any judgment being entered in relation to the IPR Claim without Ledgetic Pty Ltd’s prior written consent.

12.2 Subject to Your compliance with clause 12.1 and the limitations in clause 12.3, Ledgetic Pty Ltd indemnifies You for any judgment finally awarded against You in respect of an IPR Claim or amount which is payable by You to settle an IPR Claim to the maximum value of three (3) times the Fees paid or payable in the12-month period immediately prior to the date the first IPR Claim arose.

12.3 Our liability under clause 12.2 will be reduced to the extent the IPR Claim is based on:

12.3.1 the improper use, alteration, or damage of or to the Service;

12.3.2 modifications to the Service not authorised by Us;

12.3.3 the use of (or use of the Service in combination with) any other software which is not provided or approved by Us;

12.3.4 the use of the Services in a manner that has not been approved by Us; or

12.3.5 any other use by You of the Service other than as permitted by this Agreement.

13. Limitation of Liability

13.1 Nothing in this Agreement excludes, restricts or modifies any rights or remedies that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

13.2 Excluding alternate remedies in clause 11 and the indemnity in clause 12, Our total liability under this Agreement whether for breach of this Agreement, in tort (including negligence), or for any other common law or statutory cause of action shall be limited to an amount equal to the Fees paid by You to Ledgetic Pty Ltd under this Agreement during the 12-month period immediately prior to the date the first claim arose.

13.3 Any claim by You under this Agreement must be notified to Ledgetic Pty Ltd within 12 months of the cause of action arising.

13.4.1 any loss or corruption of data, software or database configuration held by You (whether before or after termination the Agreement);

13.4.2 any problems of any nature arising from the use of the Service for purposes for which it was not designed even if Ledgetic Pty Ltd have been advised of the possibility of such damages or loss, and whether such claim is made in contract, tort (including negligence), statute or under any other legal claim;

13.4.3 any defects or failures which arise in whole or in part from accident, neglect or misuse of the Service; or

13.4.4 any claim or loss arising due to combination of the Service with products, services, or use by parties other than Ledgetic Pty Ltd including utility providers and Your Users.

13.5 Our liability to You under this clause 13 will be reduced to the extent that the event giving rise to such liability is caused or contributed to by any act or omission of You.

13.6 This clause 13 survives termination of this Agreement.

14. Governing Law & Venue

14.1 This Agreement is governed by the laws of New South Wales, Australia.

14.2 The courts of New South Wales and courts exercising appellate jurisdiction from them shall have exclusive jurisdiction.

15. Assignment

15.1 You may not delegate, assign or subcontract any obligations under this Agreement without the consent of Ledgetic Pty Ltd, which will not be unreasonably withheld.

16. General Provisions

16.1 Both Ledgetic Pty Ltd and You confirm and acknowledge that:

16.1.1 This Agreement shall constitute the entire agreement with respect to the issues covered in this Agreement between You and Ledgetic Pty Ltd and shall supersede and override all previous communications, either oral or written, between the parties; and

16.1.2 No agreement or understanding varying or extending this Agreement shall be binding upon any party unless in writing and signed by both parties.

16.2 No delay, neglect, or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of, or prejudice, those rights.

17. Notices

17.2 Any notice or communication shall be deemed to have been received:

17.2.1 if delivered by email, upon sending if within business hours or at the commencement of business hours the following Business Day;

17.2.2 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

17.2.3 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

USA Supply and Support Terms and Conditions

1. Definitions

1.1 “Agreement” means this Software License and Service Agreement together with any Order Form entered into pursuant to it. In the event of any conflict between an Order Form and this Software License and Service Agreement, the terms of this Software License and Service Agreement will prevail.

1.2 “Applicable Laws” means all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding force in the Jurisdiction.

1.3 “Business Day” means a day which is not a Saturday, Sunday or a public / bank holiday in the Jurisdiction.

1.4 “Confidential Information” has the meaning given to it in clause 9.1.

1.5 “Customer Data” means data, including personal data as defined under Data Protection Legislation, provided by You or your Users for use in the Service.

1.6 “Data Protection Legislation” means all laws and regulations relating to privacy and the protection of data in the Jurisdiction.

1.7 “Documentation” means the materials hosted on the Community Portal available via the Efimis website in your region.

1.8 “Fees” means the fees stated in the applicable Order Form under this Agreement, including professional services fees, Subscription License Fee or hosting costs, if relevant.

1.9 “Efimis”, “We”, “Our” or “Us” means WealthCounsel LLC (dba Efimis) of 3 2nd Street, Suite 803, Jersey City, NJ 07302.

1.10 “Go Live Date” means the date agreed for the deployment and / or use of the Licensed Software or the date on which the Licensed Software is deployed or used, whichever occurs earlier.

1.11 “Hosted Service” means any Services hosted by Efimis.

1.12 “Implementation Services and Training” means the additional Services related to implementation and / or training as detailed in the initial Order Form.

1.13 “Initial Term” means the Term as stated on the first Order Form under this Agreement, and starts from the Go Live Date.

1.15 “IPR Claim” means a claim by any person that your use of the Service as permitted by this Agreement infringes any patent, copyright or trade mark right of any third party.

1.16 “Jurisdiction” means United States.

1.17 “Licensed Software” means Efimis’s software products and/or licensed software used to provide the Services as stated in the Order Form.

1.18 “Offensive Material” means any material that Efimis determines, acting reasonably, is likely to violate Applicable Laws or is otherwise likely to cause harm to a person or property, including material that is racist, discriminatory, violent, pornographic, or contains illegal software or viruses.

1.19 “Order Form” means the order form(s) that is/are completed and signed by You to order access Services under this Agreement, including a Purchase Order Form.

1.20 “Renewal(s)” means the extension of this Agreement for a further 12 months, unless otherwise specified.

1.21 “Renewal Date” means the anniversary date after the Initial Term or subsequent Renewal(s).

1.22 “Service” means the Licensed Software, Hosted Service or Server Software, if relevant, Documentation and any services, including our website, that Efimis provides to You in accordance with this Agreement or an Order Form.

1.23 “Subscription License” means the right to use and access the Service.

1.24 “Subscription License Fee” means the fee for a User to access and use the Service, as stated on an Order Form or as otherwise notified to You.

1.25 “Term” means the Initial Term and any Renewal.

1.26 “You” and “Your” means [Add Name of Client] (Company Number [Add Number]) of [Add Address].

1.27 “You” and “Your” also means the entity listed as the “Customer” on the Order Form.

1.28 “User” means You and / or Your personnel that You authorise to access the Service.

2. Terms & Conditions

2.1 Access to and use of the Service is subject to the terms and conditions in this Agreement.

2.2 If You do not agree to the terms and conditions of this Agreement, You must not use the Service and must return any copies of the Service or related materials to Efimis and otherwise destroy any copies of the Service in your possession.

2.3 The Agreement will commence on the earlier of the date of either:

2.3.1 You or any of your Users installing, copying, or using the Services; or

2.3.2 You executing this Agreement or an Order Form under this Agreement.

2.5 Following the agreement of the Go-Live Date, the Subscription License Fee will become payable on the date on which the Services are deployed for use, if earlier, or that agreed date, unless otherwise agreed between the parties.

2.6 Further changes to the Go-Live Date may only be made:

2.6.1 In accordance with clause 8.3.1; or

2.6.2 In Our sole discretion, acting reasonably.

2.7 At the expiry of the Initial Term, the Agreement will automatically renew for successive 12-month periods (“Renewal”), unless terminated in accordance with clause 8.

2.8 We may vary the Fees on Renewal by giving You one hundred and twenty (120) days’ written notice prior to commencement of the Renewal. The amount of each Subscription License after such an increase will not exceed the list subscription price of that given renewal year. If You do not agree with the price variation, You may elect to terminate this Agreement as per clause 8.2.

3. License and Permitted Use

3.1 Efimis will supply to You the Service specified in the Order Form.

3.2 We grant to You and your Users a limited, non-exclusive, non-transferable, revocable, non-sublicensable Subscription License to use the Service specified in the Order Form during the Term upon the payment of the Subscription License Fees specified in the Order Form.

3.3 You and your Users may use the Service for the purpose of your internal business operations only, and the total number of Users of the Services must not exceed the number of Users specified in the relevant Order Form. The Licensed Software may be installed on multiple devices, provided that any device and User login used to access the Licensed Software are solely used by one User.

3.4 We may discontinue support for any third-party integrations and, where possible, will provide three (3) months’ notice of such discontinuation.

3.5 You may not, and must ensure your Users do not:

3.5.1 Permit any person other than Your Users to use the Service;

3.5.2 Modify, merge, adapt, translate, reverse engineer, decompile, disassemble, except to the extent Applicable Laws specifically prohibit such restriction, or create derivative works based on the Service, or any portion thereof;

3.5.3 Install a third-party application that modifies the Service directly;

3.5.4 Copy or distribute the Service or any element of the Service other than as specified in this Agreement;

3.5.5 Use the Service for any purpose that breaches Applicable Laws, including laws related to spam or distribution or storage of Offensive Material;

3.5.6 Rent, lease, lend, sublicense, sell, distribute, grant a security interest in, or otherwise transfer rights in the Service; or

3.5.7 Remove any copyright or proprietary notices or labels relating to the Service.

3.6 In the event We become aware of You storing Offensive Material in the Service, We may take action as permitted under Applicable Laws or as otherwise determined to be necessary, acting reasonably, to prevent further harm, including by restricting access to or removing from the Service the Offensive Material.

4. Hardware and Hosting

4.1 This Agreement is solely for the Services. This Agreement does not relate to the provision of hardware or communications equipment.

4.2 You acknowledge that during the Term, You are solely responsible for ensuring that your hardware, internet, and operating software for such hardware (“IT Environment”) is and continues to be compatible with the Service. Any significant change to Your IT Environment should be made in accordance with the recommended specifications of Efimis.

4.3 Given software is inherently complex and may not be completely free of errors, You agree to make backup copies of important data, being data that the client does not store within the hosted environment but uses for business purposes. We are not responsible for loss or corruption of Your data.

4.4 You agree to make reasonable endeavours to verify that all programs and data in your IT Environment are virus-free, and agree to use generally accepted malware and anti-virus protection software in your IT Environment.

4.5 You acknowledge that offering Hosted Services incurs an ongoing cost for Efimis. Notwithstanding any other clause in this Agreement, Efimis may suspend or terminate providing Hosted Services to You if full payment is not made for an outstanding invoice by the listed due date. Efimis may destroy any Customer Data within the Hosted Services upon 90 days’ written notice of an outstanding invoice.

5. Implementation Services & Training

5.1 Unless otherwise specified in the Order Form, You are responsible for the installation of the Service on your network or devices.

5.2 Implementation Services and Training will be completed in accordance with the Order Form.

5.3 Unless otherwise specified, the Implementation Services and Training will not include data conversion or additional training.

6. Support & Updates

6.2 Support Services will be provided in response to notification by You or any Users to Efimis of any defective, technical, or operating errors in the Services (“Error”), but do not include assistance with:

6.2.1 Technical issues which are not part of the Services supplied;

6.2.2 Your IT Environment or computer hardware issues; and

6.2.3 The provision of accountancy advice and service.

6.3 You agree to provide Us with full access to Your computer systems and provide reasonable assistance to facilitate Our use of a remote administration tool to deliver Support Services and upgrades.

6.4 We may, at Our sole discretion, refuse to provide You with any Support Services in relation to any Error caused by:

6.4.1 The improper use, alteration, or damage of, or to, the Services;

6.4.2 Modifications to the Services not authorised by Efimis;

6.4.3 The use of software which is not provided or approved by Efimis; or

6.4.4 The use of the Services or any integration in a manner that has not been approved by Efimis.

6.5 In the event that We determine an issue for which Support Services were delivered was caused by the actions of a third party, such as Your IT provider, We may invoice You or the relevant third-party advisors for the reasonable professional services costs incurred on a time and materials basis using the then-current professional services rate.

7. Fees and Payment

7.1 You must pay Efimis the Fees within fifteen (15) days of the date of the relevant invoice or as otherwise stated in writing by Us (“Due Date”).

7.2 Any invoice that is not paid in full by the Due Date will incur interest on the unpaid amount from the Due Date until the date of payment by You, calculated at 18%.

7.3 Where You have not paid an invoice in full by the Due Date, We may, without limiting Our rights under clause 8, suspend Your right to access the Service until You have paid the invoice in full.

7.4 Use of the Services is strictly limited to the number of Users as set out in the relevant Order Form or as otherwise amended from time to time.

7.5 In the event You exceed the number of Users set out in the Order Form or as otherwise agreed (“Additional Users”), We will separately invoice You the Subscription License Fee for any Additional Users for the remainder of the current Term. This Agreement and any other applicable terms will automatically apply to Additional Users, including automatic Renewal.

7.6 The number of Users cannot be decreased below the amount stated in the Order Form during the relevant Term. Additional Users may be increased or decreased during the Term.

7.7 All sums payable under this Agreement are calculated exclusive of goods and services tax or any relevant local sales taxes, for which You will be responsible.

8. Termination

8.1 Either party may terminate this Agreement by written notice with immediate effect if the other party:

8.1.1 Commits a material breach of this Agreement that is capable of remedy, provided that the other party has provided notice of the breach, and provided that they have failed to rectify that breach within fourteen (14) days from the date of notice;

8.1.2 Commits a material breach of this Agreement that is not capable of remedy; or

8.1.3 Becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.2 Either party may terminate this Agreement, effective at the expiry of the then-current Term or Renewal, by giving at least ninety (90) days’ written notice to the other party prior to the relevant Renewal Date.

8.3 Prior to the Go-Live Date, on the following conditions:

8.3.1 You may terminate this Agreement by payment of an amount equal to the total Subscription License Fee for 12 months of the Licensed Software for the number of Users stated on the Order Form; and / or

8.3.2 We may terminate this Agreement if your firm has failed to comply with previously agreed timelines as contained in the Order Form or other written instructions without valid reason. Upon termination under this clause, 12 months of the Subscription License Fee for the number of Users stated on the Order Form will immediately become due and payable by You, along with any outstanding invoices at the time of termination.

The payment of monies in this clause 8.3 is a genuine pre-estimate of Our loss in the event that You do not proceed with the Agreement after commencement.

8.5 Upon termination:

8.5.1 You will no longer have access to the Service;

8.5.2 You will not receive any Support Services;

8.5.3 You must not use the Service and You must destroy all copies of the Service in Your possession and control; and

8.5.4 You will remain due to pay to Efimis any sums which have accrued, or which subsequently accrue, due under this Agreement and shall not be entitled to reimbursement of any Fees or portions thereof.

8.6 Upon notice of termination of this Agreement, Efimis will make two (2) exports of the Customer Data in the Hosted Service available to You. You may request additional exports, conditional on the payment of additional fees to Us on a time and materials basis.

8.7 If You require post-termination access to view, analyse and extract Customer Data in the Hosted Service, You may submit a request in writing to Efimis and Efimis will provide You with access to the Service for such limited purposes as You reasonably request. If You require ongoing access to the Service following the termination of this Agreement, where the Agreement was not terminated by Efimis due to a material breach by You, You will need to maintain a single Subscription License and pay the Subscription License Fee for that Subscription License at the relevant monthly fee in effect at the time of termination.

8.8 Upon expiration or termination of the Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive.

9. Confidentiality

9.1 Each party, including its officers and employees, acknowledges that the existence and the terms of this Agreement and any oral or written information exchanged between the parties in connection with the preparation and performance of this Agreement are regarded as confidential information.

As used in this Agreement, “Confidential Information” means information that a reasonable person would believe to be confidential, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement.

9.2 Confidential Information does not include:

(i) Information that was known to the receiving party before receipt thereof from or on behalf of the disclosing party;

(ii) Information that is disclosed to the receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality;

(iii) Information that is or becomes generally known to the public without violation of this Agreement by the receiving party; or

(iv) Information that is independently developed by the receiving party or its employees or affiliates without reference to the disclosing party’s information.

9.3 Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information and will not use the other party’s Confidential Information other than in connection with its obligations hereunder.

Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if:

(i) Required by law, regulation or legal process, or if requested by a regulatory authority;

(ii) It is advised by counsel that it may incur liability for failure to make such disclosure; or

(iii) Requested to do so by the other party in writing.

Provided that, in the event of (i) or (ii), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party, at such other party’s expense, in any efforts to prevent such disclosure.

9.4 Without prejudice to the above, Efimis shall ensure Customer Data within Efimis’ possession is secure and, where applicable, in an encrypted form, and shall use reasonable efforts in the use of the Customer Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Customer Data.

10. Intellectual Property

10.1 Subject to the rights and Licenses expressly granted under this Agreement, each party shall retain all right, title and interest in and to any and all Intellectual Property that is owned, licensed or sublicensed by such party prior to, or independent of, this Agreement (“Pre-existing IP”).

10.2 All improvements, modifications or derivatives created by any party to its own IP or the IP of the other party (“Derivative IP”) during the course of this Agreement will be owned by the owner of the Pre-existing IP to which the Derivative IP relates, but will be licensed to the other party in accordance with the Licenses applicable to the underlying IP Rights as set out in this Agreement.

10.3 Any party that creates Derivative IP hereby irrevocably assigns, and must execute any document reasonably required to give effect to such an assignment, to the party that owns the Pre-existing IP to which the Derivative IP relates.

10.4 You assign all rights, title, and interest in any feedback, product suggestions, improvements or commentary on the Services You or your Users provide to Efimis.

11. Warranty

11.1 To the maximum extent permitted by Applicable Law and subject to the warranties in this clause 11, Efimis and Our affiliates, directors, officers, employees, agents, contributors, third-party content providers and licensors disclaim all other warranties and conditions, either express or implied, written or oral, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and warranties arising from a course of dealing, usage or trade practice. We do not warrant that the Services will be uninterrupted or error-free.

11.2 Efimis warrants that the Licensed Software will perform materially as described in the Documentation for the Term (“Warranty Period”).

11.3.1 Remedy of the Error;

11.3.2 Replacement of the Licensed Software with a version that does perform substantially in accordance with the Documentation; or

11.3.3 Refund of the Subscription License Fees paid in the period in which the breach of warranty arose.

11.4 Subject to Your compliance with the terms of this Agreement, Efimis warrants that the client accounting component of the Licensed Software will at all times during the Term be and remain compliant with the requirements of the relevant governing body in the Jurisdiction (“Client Account Requirements”).

11.5 If the Licensed Software is found not to conform with the Client Account Requirements, Efimis shall remedy the non-conformity at Our sole cost within ninety (90) days of receipt of notice from You of such non-conformity.

11.6 Your sole and exclusive remedy for Efimis’ breach of any statutorily implied warranties, conditions or guarantees which cannot lawfully be excluded is, to the extent permitted by law, limited to, at Efimis’ option:

11.6.1 Rectification or replacement of the Services;

11.6.2 Refund of any Subscription License Fee paid by You in the preceding 12 months; or

11.6.3 Supply of professional services to rectify the issue.

12. Indemnity

12.1 In the event of an IPR Claim against You, You must promptly notify Efimis, comply with Efimis’ reasonable directions in relation to the IPR Claim and, on request by Efimis, transfer to and secure for Efimis sole control of the defence and settlement of the IPR Claim. You must not settle an IPR Claim or make any admissions or consent to any judgment being entered in relation to the IPR Claim without Efimis’ prior written consent.

12.2 Subject to Your compliance with clause 12.1 and the limitations in clause 12.3, Efimis indemnifies You for any IPR Claim to the maximum value of three (3) times the Fees paid or payable in the 12-month period immediately prior to the date the first IPR Claim arose.

12.3 Our liability under clause 12.2 will be reduced to the extent the IPR Claim is based on:

12.3.1 The improper use, alteration, or damage of or to the Service;

12.3.2 Modifications to the Service not authorised by Us;

12.3.3 The use of, or use of the Service in combination with, any other software which is not provided or approved by Us;

12.3.4 The use of the Services in a manner that has not been approved by Us; or

12.3.5 Any other use by You of the Service other than as permitted by this Agreement.

12.4 You agree to indemnify Efimis against any third-party claims reasonably incurred and arising directly from:

12.4.1 Any infringement by You upon any person’s Intellectual Property rights or misuse of Confidential Information in connection with this Agreement;

12.4.2 Your breach of clause 3 or clause 10;

12.4.3 Any grossly negligent, wilful, criminal, or fraudulent act or omission by You in breach of this Agreement; or

12.4.4 Any personal injury, death, or property damage caused by the negligent acts or omissions by You in connection with this Agreement.

13. Limitation of Liability

13.2 Excluding alternate remedies in clause 11 and clause 13.3, Our total liability under this Agreement, whether for breach of this Agreement, in tort, including negligence, or for any other common law or statutory cause of action, shall be limited to an amount equal to the Fees paid by You to Efimis under this Agreement during the 12-month period immediately prior to the date the first claim arose.

13.3 Subject to clauses 13.1, 13.3 and 13.5, and to the maximum extent permitted by law, nothing in this Agreement excludes a party’s liability for any claims or losses:

13.3.1 Arising from any grossly negligent, wilful, criminal, or fraudulent acts or omissions of the other party; or

13.3.2 Arising from the obligation to pay fees under the Agreement.

13.4 Any claim by You under this Agreement must be notified to Efimis within 12 months of the cause of action arising.

13.5 To the maximum extent permitted by law, neither party shall in any event be liable to the other for any indirect or consequential loss, loss of profits, without prejudice to Your liability to pay the Fees, contracts, business, revenue, goodwill or anticipated savings, whether in each case direct or indirect, or any other indirect, consequential or special losses or damages howsoever caused.

In addition to the limitations in the preceding sentence, Efimis will not be liable for:

13.5.1 Any loss or corruption of data, software or database configuration held by You, whether before or after termination of the Agreement;

13.5.2 Any problems of any nature arising from the use of the Service for purposes for which it was not designed, even if Efimis has been advised of the possibility of such damages or loss, and whether such claim is made in contract, tort, including negligence, statute or under any other legal claim;

13.5.3 Any defects or failures which arise in whole or in part from accident, neglect or misuse of the Service; or

13.5.4 Any claim or loss arising due to combination of the Service with products, services, or use by parties other than Efimis, including utility providers and Your Users.

13.6 Our liability to You under this clause 13 will be reduced to the extent that the event giving rise to such liability is caused or contributed to by any act or omission of You.

13.7 This clause 13 survives termination of this Agreement.

14. Governing Law & Venue

14.1 This Agreement is governed by the laws of New Jersey.

14.2 The exclusive venue for resolving any dispute shall be the courts of New Jersey, and the courts that hear appeals from them.

15. Assignment

15.1 You may not delegate, assign or subcontract any obligations under this Agreement without the consent of Efimis, which will not be unreasonably withheld.

15.2 We reserve the right to refuse the assignment of this Agreement in the event that the incoming party is a direct competitor of Us or Our related bodies corporate or due to a pre-existing relationship with the incoming party.

16. General Provisions

16.1 Both Efimis and You confirm and acknowledge that:

16.1.1 This Agreement shall constitute the entire agreement with respect to the issues covered in this Agreement between You and Efimis and shall supersede and override all previous communications, either oral or written, between the parties; and

16.1.2 No agreement or understanding varying or extending this Agreement shall be binding upon any party unless in writing and signed by both parties.

16.2 No delay, neglect, or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of, or prejudice, those rights.

16.5 This Agreement may be executed in any number of counterparts, each of which, when executed, is an original document. Those counterparts together make one instrument. This Agreement may be electronically signed, and any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

17. Notices

17.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be delivered by email to the nominated person on the Order Form or as notified to You in writing, by hand, or by pre-paid first-class post or other next working day delivery service at its registered office, if a company, or its principal place of business, in any other case.

17.2 Any notice or communication shall be deemed to have been received:

17.2.1 If delivered by email, upon sending if within business hours or at the commencement of business hours the following Business Day;

17.2.2 If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

17.2.3 If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

Ireland Supply and Support Terms and Conditions

1. Definitions

1.2 “Applicable Laws” means all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding force in the Jurisdiction.

1.3 “Business Day” means a day which is not a Saturday, Sunday or a public / bank holiday in the Jurisdiction.

1.4 “Confidential Information” has the meaning given to it in clause 9.1.

1.5 “Customer Data” means data, including personal data as defined under Data Protection Legislation, provided by You or your Users for use in the Service.

1.6 “Data Protection Legislation” means all applicable laws and regulations relating to privacy and the protection of personal data in Ireland, including Regulation (EU) 2016/679 (General Data Protection Regulation), the Data Protection Act 2018 (Ireland), the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011, and any amendment, replacement or successor legislation.

1.7 “Documentation” means the materials hosted on the Community Portal available via the FMS Legal website in your region.

1.8 “Fees” means the fees stated in the applicable Order Form under this Agreement, including professional services fees, Subscription Licence Fee or hosting costs (if relevant).

1.9 “FMS Legal”, “We” “Our” or “Us” means FMS Legal Ireland Limited (Company Number 798609) of Unit 5A, Floor 5 River House, Blackpool Retail Park Cork, CORK, T23 R5TF, Ireland.

1.10 “Go Live Date” means the date agreed for the deployment and / or use of the Licensed Software or the date on which the Licensed Software is deployed or used, whichever occurs earlier.

1.11 “Hosted Service” means any Services hosted by FMS Legal.

1.12 “Implementation Services and Training” means the additional Services related to implementation and / or training as detailed in the initial Order Form.

1.13 “Initial Term” means the Term as stated on the first Order Form under this Agreement, and starts from the Go Live Date.

1.15 “IPR Claim” means a claim by any person that your use of the Service as permitted by this Agreement infringes any patent, copyright or trade mark right of any third party.

1.16 “Jurisdiction” means Republic of Ireland.

1.17 “Licensed Software” means FMS Legal’s software products and/or licensed software used to provide the Services as stated in the Order Form.

1.19 “Order Form” means the order form(s) that is/are completed and signed by You to order access Services under this Agreement, including a Purchase Order Form.

1.20 “Renewal(s)” means the extension of this Agreement for a further 12 months (unless otherwise

specified).

1.21 “Renewal Date” means the anniversary date after the Initial Term or subsequent Renewal(s).

1.23 “Subscription Licence” means the right to use and access the Service.

1.24 “Subscription Licence Fee” means the fee for a User to access and use the Service, as stated on an Order Form or as otherwise notified to You.

1.25 “Term” means the Initial Term and any Renewal.

1.26 ‘You’ and ‘Your’ mean the client detailed on the Order Form.

1.27 “User” means You and / or Your personnel that You authorise to access the Service.

2. Terms & Conditions

2.1 Access to and use of the Service is subject to the terms and conditions in this Agreement.

2.3 The Agreement will commence on the earlier of the date of either:

2.3.1 You or any of your Users installing, copying, or using the Services; or

2.3.2 You executing this Agreement or an Order Form under this Agreement.

2.6 Further changes to the Go-Live Date may only be made:

2.6.1 In accordance with clause 8.3.1; or

2.6.2 In Our sole discretion, acting reasonably.

2.7 At the expiry of the Initial Term, the Agreement will automatically renew for successive 12- month periods (Renewal), unless terminated in accordance with clause 8.

3. Licence and Permitted Use

3.1 FMS Legal will supply to You the Service specified in the Order Form.

3.4 We may discontinue support for any third party integrations and, where possible, will provide three (3) months’ notice of such discontinuation.

3.5 You may not, and must ensure your Users do not:

3.5.1 permit any person other than Your Users to use the Service;

3.5.3 install a third party application that modifies the Service directly;

3.5.4 copy or distribute the Service or any element of the Service other than as specified in this Agreement;

3.5.6 rent, lease, lend, sub-licence, sell, distribute, grant a security interest in, or otherwise transfer rights in the Service; or

3.5.7 remove any copyright or proprietary notices or labels relating to the Service.

4. Hardware and Hosting

4.1 This Agreement is solely for the Services. This Agreement does not relate to the provision of hardware or communications equipment.

5. Implementation Services & Training

5.1 Unless otherwise specified in the Order Form, You are responsible for the installation of the Service on your network or devices.

5.2 Implementation Services and Training will be completed in accordance with the Order Form.

5.3 Unless otherwise specified, the Implementation Services and Training will not include data conversion or additional training.

6. Support & Updates

6.2.1 technical issues which are not part of the Services supplied;

6.2.2 Your IT Environment or computer hardware issues; and

6.2.3 the provision of accountancy advice and service.

6.3 You agree to provide Us with full access to Your computer systems and provide reasonable assistance to facilitate Our use of remote administration tool to deliver Support Services and upgrades.

6.4 We may, at Our sole discretion, refuse to provide you with any Support Services in relation to any Error caused by:

6.4.1 the improper use, alteration, or damage of, or to, the Services;

6.4.2 modifications to the Services not authorised by FMS Legal;

6.4.3 the use of software which is not provided or approved by FMS Legal; or

6.4.4 the use of the Services or any integration in a manner that has not been approved by FMS Legal.

7. Fees and Payment

7.1 You must pay FMS Legal the Fees within fifteen (15) days of the date of the relevant invoice or as otherwise stated in writing by Us (the “Due Date”).

7.2 Any invoice that is not paid in full by the Due Date will incur interest on the unpaid amount from the Due Date until the date of payment by You, calculated on a daily basis at the cash rate of the European Central Bank base rate from time to time (or, if that rate ceases to exist, a comparable rate nominated by FMS Legal).

7.3 Where You have not paid an invoice in full by the Due Date, We may (without limiting our rights under clause 8) suspend Your right to access the Service until You have paid the invoice in full.

7.4 Use of the Services is strictly limited to the number of Users as set out in the relevant Order Form or as otherwise amended from time to time.

7.6 The number of Users cannot be decreased below the amount stated in the Order Form during the relevant Term. Additional Users may be increased or decreased during the Term.

8. Termination

8.1 Either party may terminate this Agreement by written notice with immediate effect if the other party:

8.1.2 commits a material breach of this Agreement that is not capable of remedy; or

8.1.3 become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.3 Prior to the Go-Live Date on the following conditions:

8.5 Upon termination:

8.5.1 You will no longer have access to the Service;

8.5.2 You will not receive any Support Services;

8.5.3 You must not use the Service and You must destroy all copies of the Service in Your possession and control; and

8.8 Upon expiration or termination of the Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive.

9. Confidentiality

9.2 Confidential Information does not include:

(i) information that was known to the receiving party before receipt thereof from or on behalf of the disclosing party;

(ii) information that is disclosed to the receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality;

(iii) information that is or becomes generally known to the public without violation of this Agreement by the receiving party; or

(iv) information that is independently developed by the receiving party or its employees or affiliates without reference to the disclosing party’s information.

(i) required by law, regulation or legal process or if requested by a regulatory authority;

(ii) it is advised by counsel that it may incur liability for failure to make such disclosure;

(iii) requested to by the other party;

9.4 Without prejudice to the above, FMS Legal shall ensure Customer Data within FMS Legal’s possession is secure and, where applicable, in an encrypted form, and shall implement and maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data. FMS Legal shall use reasonable efforts in its use of Customer Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of Customer Data.

10. Intellectual Property

in accordance with the licences applicable to the underlying IP Rights as set out in this Agreement.

10.4 You acknowledge that any feedback, product suggestions, improvements or commentary on the Services You or your Users provide to FMS Legal is Derivative IP.

11. Warranty

11.2 FMS Legal warrants that the Licensed Software will perform materially as described in the Documentation for the Term (the “Warranty Period”).

11.3.1 remedy of the Error;

11.3.2 replacement of the Licensed Software with a version that does perform substantially in accordance with the Documentation; or

11.3.3 refund of the Subscription Licence Fees paid in the period in which the breach of warranty arose.

11.4 Subject to Your compliance with this Agreement, FMS Legal warrants that the solicitor client account and office accounting functions of the Licensed Software will, throughout the Term, remain compliant with the requirements of the Law Society of Ireland Accounts Regulations, the Legal Services Regulation Act 2015, any regulations issued by the Legal Services Regulatory Authority, and any other applicable statutory or regulatory requirements governing solicitor client accounts and client money in Ireland.

11.5 If the Licensed Software is found to not conform with the solicitor client account and office accounting functions of the Licensed Software, FMS Legal shall remedy the non-conformity at Our sole cost within ninety (90) days of receipt of notice from You of such non-conformity.

11.6.1 rectification or replacement of the Services;

11.6.2 refund of any Subscription Licence Fee paid by You in the preceding 12 months; or

11.6.3 supply of professional services to rectify the issue.

12. Indemnity

consent to any judgment being entered in relation to the IPR Claim without FMS Legal’s prior written consent.

12.3 Our liability under clause 12.2 will be reduced to the extent the IPR Claim is based on:

12.3.1 the improper use, alteration, or damage of or to the Service;

12.3.2 modifications to the Service not authorised by Us;

12.3.3 the use of (or use of the Service in combination with) any other software which is not provided or approved by Us;

12.3.4 the use of the Services in a manner that has not been approved by Us; or

12.3.5 any other use by You of the Service other than as permitted by this Agreement.

13. Limitation of Liability

13.3 Any claim by You under this Agreement must be notified to FMS Legal within 12 months of the cause of action arising.

13.4.1 any loss or corruption of data, software or database configuration held by You (whether before or after termination the Agreement);

13.4.3 any defects or failures which arise in whole or in part from accident, neglect or misuse of the Service; or

13.4.4 any claim or loss arising due to combination of the Service with products, services, or use by parties other than FMS Legal including utility providers and Your Users.

13.5 Our liability to You under this clause 13 will be reduced to the extent that the event giving rise to such liability is caused or contributed to by any act or omission of You.

13.6 This clause 13 survives termination of this Agreement.

14. Governing Law & Venue

14.1 This Agreement is governed by and construed in accordance with the laws of Ireland.

14.2 The courts of Ireland shall have exclusive jurisdiction to hear and determine any dispute arising out of or in connection with this Agreement.

15. Assignment

15.1 You may not delegate, assign or subcontract any obligations under this Agreement without the consent of FMS Legal, which will not be unreasonably withheld.

16. General Provisions

16.1 Both FMS Legal and You confirm and acknowledge that:

16.1.2 No agreement or understanding varying or extending this Agreement shall be binding upon any party unless in writing and signed by both parties.

16.2 No delay, neglect, or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of, or prejudice, those rights.

17. Notices

17.2 Any notice or communication shall be deemed to have been received:

17.2.1 if delivered by email, upon sending if within business hours or at the commencement of business hours the following Business Day;

17.2.2 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

17.2.3 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

Terms and Conditions

United Kingdom & Scotland Supply and Support Terms and Conditions

1. Definitions

2. Terms & Conditions

3. Licence and Permitted Use

4. Hardware and Hosting

5. Implementation Services & Training

6. Support & Updates

7. Fees and Payment

8. Termination

9. Confidentiality

10. Intellectual Property

11. Warranty

12. Indemnity

13. Limitation of Liability

14. Governing Law & Venue

15. Assignment

16. General Provisions

17. Notices

Australia Supply and Support Terms and Conditions

1. Definitions

2. Terms & Conditions

3. Licence and Permitted Use

4. Hardware and Hosting

5. Implementation Services & Training

6. Support & Updates

7. Fees and Payment

8. Termination

9. Confidentiality

10. Intellectual Property

11. Warranty

12. Indemnity

13. Limitation of Liability

14. Governing Law & Venue

15. Assignment

16. General Provisions

17. Notices

USA Supply and Support Terms and Conditions

1. Definitions

2. Terms & Conditions

3. License and Permitted Use

4. Hardware and Hosting

5. Implementation Services & Training

6. Support & Updates

7. Fees and Payment

8. Termination

9. Confidentiality

10. Intellectual Property

11. Warranty

12. Indemnity

13. Limitation of Liability

14. Governing Law & Venue

15. Assignment

16. General Provisions

17. Notices

Ireland Supply and Support Terms and Conditions

1. Definitions

2. Terms & Conditions

3. Licence and Permitted Use

4. Hardware and Hosting

5. Implementation Services & Training

6. Support & Updates

7. Fees and Payment

8. Termination

9. Confidentiality

10. Intellectual Property

11. Warranty

12. Indemnity

13. Limitation of Liability

14. Governing Law & Venue

15. Assignment

16. General Provisions

17. Notices

Contact Info

UNITED KINGDOM

NORTH AMERICA

AUSTRALIA

SUPPORT

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