Legal

              		   


TERMS AND CONDITIONS
FOR SOFTWARE SUPPORT AND MAINTENANCE


Definitions
In these Terms and Conditions:

“Confidential Information” means information not publicly known and of 
a confidential nature of a party (“Discloser”), of which the other 
party (“Recipient”) at any time becomes aware, including information
pertaining to the Discloser’s business, operations, 
undertakings, services and products and includes information which, 
if known to a competitor of the Discloser, would advantage that 
competitor in competing with the Discloser or information which,
if it were the Recipient’s information, the Recipient would wish to be 
kept confidential.

“Defects” means the Software does not perform as the Pent Net 
developers intended it to.

"Error or Issue" means the Software does not perform as the Pent Net 
developers intended it to.

“Installation Services” means installing and testing the Software at 
the Installation Site or remotely, to ensure that it operates on the 
agreed platform.

“Intellectual Property Rights” means all rights in relation to patents,
copyright, registered designs, registered and unregistered trade marks,
trade secrets, know-how and any other intellectual property as defined 
in Article 2 of the Convention establishing the World Intellectual 
Property Organisation of July 1967, including any right to register 
those rights, whether created before or after the date of 
these Terms and Conditions, whether existing in Australia or any other
country and in all cases for the duration of those rights. 

“Program error” means the Software does not perform as the Pent Net 
developers intended it to.

“Maintenance Fee” means the monthly fee payable for the Maintenance 
Services as detailed in these Terms and Conditions.

“Software’ means the software supplied by Pent Net to the customer 
and all copies, enhancements modifications, updated versions and 
adaptations of such software, together with all documentation 
supplied by Pent Net in relation to such software.

“Taxes” means taxes, levies, imposts, deductions, charges, 
withholdings and duties imposed by any government or government
agency, including without limitation GST, and similar taxes, but 
excluding in all cases any taxes on income.

“Upgrade Services” means the revisions, enhancements, bug fixes, 
patches, Error resolutions and all other changes to the Software
required to insure that the Software operates in conformance 
with the way that Pent Net developers intended it to.


Interpretation
In these Terms and Conditions unless the contrary intention 
appears:

the singular includes the plural and vice versa;

the verb “include” (in all its parts, tenses and variants) is not 
used as, nor is it to be interpreted as, a word of limitation and 
shall be read as if followed by the words “but not limited to”; 

unless otherwise expressly stated, each party is required to
perform any obligation attributed to them in these Terms and 
Conditions at their own cost;

headings are inserted for convenience and do not affect the 
interpretation of these Terms and Conditions;

a reference to time is to Sydney, Australia time.


TERMS AND CONDITIONS:

1.	During the maintenance and support term, 

a)	Pent Net will provide, free of charge, for installation by the 
customer, or will install at the expense of the customer, standard 
updates of the licensed software, which updates shall have been tested
and proved acceptable by Pent Net prior to release. Pent Net reserves 
the right to cancel maintenance and support if the customer does not 
install any update.

b)	Pent Net will provide assistance by telephone or modem during 
normal working hours to resolve any problems, which arise in the use 
of the licensed software due to operator and/or program error.

c)	Problems that arise because of unauthorised or improper use of 
the licensed software, or by reason of the customer’s or any third 
party’s modifications to the licensed software, will be attended to 
by Pent Net at its usual hourly rates.  Pent Net reserves the right 
to terminate maintenance and support if unauthorised or improper use 
of the licensed software, or customer’s or third party modifications 
to the licensed software, are in Pent Net’s reasonable opinion, likely
to continue to give rise to problems.   

d)	If a problem is notified as a program error but is subsequently 
determined not to be a program error in the licensed software, the 
customer must pay Pent Net at its usual hourly rates for attending 
to investigate the problem.

e)	The customer must notify Pent Net support of a problem by telephone
or by email.  If notified by phone, the customer must confirm the 
notification by email within 2 hours of notification.  

Contact details for Pent Support are:

i.	Phone:  (02) 9699 1112
ii.	Email:  help@pent.net

f)	The customer must permit Pent Net Support remote access to its
website and to the Software and must provide all reasonable assistance 
to enable Pent Net to replicate, investigate and resolve the problem.   

2.	Maintenance Fee and Expenses
2.1	customer will pay the Maintenance Fee on a monthly in advance basis. 

2.2	Pent Net shall have the right to change the Maintenance Fee, 
provided that: 

a)	Pent Net gives customer at least sixty (60) days prior written 
notice of any such change; and

b)	so long as the change is not an increase of more than the 
greater of CPI or ten percent (10%) of the then-current fee. This cap
will not apply where there has been no increase in the Annual 
Maintenance Fee in the previous 2 years.

2.3	customer shall pay Pent Net for additional services outside the 
scope of Software Suport and Maintenance including fixes which are not 
covered by Maintenance Fee on a time and material basis at Pent Net’s 
then-prevailing rates. 


3.	Warranty and Remedies 

3.1	Pent Net warrants that it will use reasonable 
efforts to perform the Maintenance Support to conform to generally 
accepted industry standards, provided that: 

a)	the SOFTWARE has not been modified, changed, or altered by anyone 
other than Pent Net; 

b)	the operating environment, including, but not limited to, hardware, 
network and systems software, meets Pent Net’s recommended specifications; 

c)	the computer hardware is in good operational order and is installed 
in a suitable operating environment; 

d)	customer promptly notifies Pent Net of its need for support; 

e)	customer provides adequate troubleshooting information and access 
so that Pent Net can identify and reproduce the problems; 

f)	all fees due to Pent Net have been paid; and  

g)	customer has backed up all relevant data and has confirmed that 
the data can be restored successfully. 

3.2	Pent Net warrants that, save as is precluded by law, Pent Net 
excludes all warranties and representations with respect to the 
Software, Maintenance and Support, other than those expressed in  
these Terms and Conditions.

3.3	customer’s sole and exclusive remedy and Pent Net’s only 
obligation for a breach of the warranty provided in these Terms and
Conditions and of any warranty that can not be lawfully excluded is 
limited to remedying any major defects in the Software or refunding
two month’s Maintenance Fee.  

3.4	Under no circumstances is Pent Net to be liable for any indirect 
or special or consequential damages including damages for loss of 
profits, loss of business opportunity or loss of reputation or 
goodwill, including claims in contract or tort, or arising from or 
by virtue of any statutory or regulatory provision, or arising 
from any loss of or damage to any data.

4.	Right to Modifications
4.1	All error corrections, enhancements, new releases, and any other 
work product created by Pent Net in connection with the Software 
are and shall remain the exclusive property of Pent Net, regardless 
of whether the customer, its employees, or agents may have contributed
to the conception, joined in its development, or paid Pent Net for 
the Services. Nothing in this clause is intended to in any way limit 
the customer’s ability to use such modifications as part of the 
Software.  

5.	General Provisions
5.1	No representations or warranties
The customer acknowledges that in entering into these Terms and
Conditions it has not relied on any representations or warranties
about its subject matter except as expressly provided by the written
terms of these Terms and Conditions.


5.2	Governing law, jurisdiction and dispute resolution

(a)	The parties must endeavour to resolve all disputes in connection 
with these Terms and Conditions or its performance through friendly 
negotiations between the executive officers of each of the parties. 

(b)	All matters and disputes arising under these Terms and Conditions
and its performance are to be determined in accordance with the laws 
applicable in New South Wales, the courts of which shall have 
non-exclusive jurisdiction to determine all such matters and disputes. 

5.3 	Severability
If any provision of these Terms and Conditions is held to be invalid 
or unenforceable, then, if possible, that provision is to be read down 
so as to render it valid or enforceable, and if such reading down is 
not possible, then that provision is to be severed and the remainder
of the Terms and Conditions is to continue in full force and effect.