This agreement is between you (the Licensee) and CoreEDI (the Licensor).

By using the software supplied with this License (the "Software") you (the Licensee) agree to be bound by the terms of this License.

This agreement supersedes any other agreement be it verbal or written, by any person or agent of the Licensor. No other correspondence will be entered into other than this License.

By using or installing this software, or having this software installed for you, on any computer, which is owned, leased, financed, borrowed or in any way controlled by the licensee, the sale is considered final. No refunds for any reason, including non-use, will be granted.

1. License

   1. The Licensee must sign every page, execute this License and return the executed License to the Licensor prior to the Licensor granting the License evidencing the Licensee’s express acceptance of the terms and conditions contained in the License. If the license is granted without each page being executed, then it is accepted that the licensee has read and accepted all pages contained.
   2. Upon acceptance of the terms and conditions of this License by the Licensee the Licensor grants to the Licensee a non-exclusive, non-transferable License to use the Software in accordance with the terms and conditions contained herein. The Licensor reserve all rights not expressly granted to you and retains ownership of the copyright and all other intellectual property rights in the Software.

2. Use

   1. The Software may be loaded on one computer only and used by one person only at any one time. If more than one person is to use the Software at the same time or the Software is to be loaded on more than one computer you must obtain an additional License for each additional person or computer.
   2. You must not:
      1. Use or rely upon the Software for any purpose or in any manner for which the Software is not warranted;
      2. Copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software either in whole or in part;
      3. Reverse engineer, de-compile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software;
      4. Sell, market, network, transfer, lease, License, rent, lend or otherwise dispose of or distribute the Software, without the prior consent in writing of the Licensor;
      5. Incorporate the whole or any part of the Software in any other program or system without the prior consent in writing of the Licensor.

3. Maintenance of Software

   1. The Licensor is not required to enhance or upgrade or provide technical support for the Software free of charge.
   2. Maintenance is calculated based on the number of Licenses that the Licensee has. Up to and including 5, 6 to and including 10, 11 to and including 20, 21 to and including 25 and 26 and above.
   3. The period of maintenance is for 12 months from the first date of installation, not go live date and every twelve (12) months thereafter.li>
   4. The maintenance payment gives the customer the right to continue to use the Software and also includes any updates issued by the Licensor for the Annual Maintenance Period.
   5. The licensee fully understands and accepts that failure to re-new the Maintenance agreement will lock all access to data and the software, after the maintenance period expires and that access to the data will only be available upon payment of the maintenance fee or a one user License fee.

4. Security

   The Licensee is responsible for maintaining the security of the Software, Security Access Codes and Documentation from unauthorised access, use or damage.

5. Risk

   Risk of loss or damage to the Software, the Media and the Documentation shall pass to the Licensee upon delivery of the Software to the Licensee.

6. Licensor Warranty

   1. Subject to clauses Where conditions, warranties or other rights for your benefit are implied in this License or otherwise conferred by the Trade Practices Act of the relevant country and it is not lawful to exclude them, then those conditions, warranties and other rights will (but only to the extent required by law) apply to this License. Other than as set out in this License, all implied conditions, warranties and rights are excluded from this License., the Software is provided "as is" and without any representations by the Licensor or any of its authorised distributors regarding the use, performance or results of the use, of the Software.
   2. The Licensor warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 30 days from the date of delivery. During this period the Licensor will replace any defective media on which the Software was supplied and any Software on that media, free of charge.
   3. While the Licensor has endeavoured to make sure that the Software works, the Licensor does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free or that use will be uninterrupted.

7. Limit of Licensor Liability

   1. Where conditions, warranties or other rights for your benefit are implied in this License or otherwise conferred by the Trade Practices Act of the relevant country and it is not lawful to exclude them, then those conditions, warranties and other rights will (but only to the extent required by law) apply to this License. Other than as set out in this License, all implied conditions, warranties and rights are excluded from this License.
   2. The Licensor and its authorised distributors will not be liable to you or any other person for any indirect loss, damages, costs or expenses suffered by you or any other person relating to the performance, non-performance or any breach of this License or the supply of the Software. The Licensor's maximum liability for damages arising in connection with this License or the supply of the Software is limited to the amount of Five Hundred Dollars AUD only ($500). This includes any liability that may arise out of any third party claims.
   3. You agree that the Licensor and its authorised distributors will not be liable, other than as expressly set out in this License, and that you will indemnify the Licensor and its authorised distributors in respect of any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties).
   4. The Licensor and its authorised distributors disclaim all liability for any corruption of data, inability to access data, breach of privacy, downtime as a result of or arising from the use of any link between the Software and any other Software including financial institution’s, if applicable. In order to use these banking services, you must have received a fulfilment kit from your financial institution, which includes Conditions of Use. Your use of the services constitutes your agreement that these services are provided by your financial institution and not by the Licensor. Please see your financial institution's Conditions of Use for a complete description of your rights.
   5. Under no circumstances will the Licensor, its suppliers, agents or employees be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising out of the Use of the Software of inability to use the Software even if the Licensor has been advised of the possibility of such damage.

8. GST or VAT (Tax Laws)

   The Tax laws and regulations are subject to change and the Software may not be correct at the date upon which you make use of the Software. However, the help contained in this Software is not a substitute for professional advice. The Tax legislation is of a complex nature and legal and accounting advice should be obtained before taking any action in reliance on this Software. The Licensor, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help contained in this Software.

9. Termination

   The License may be terminated by the Licensor, if you are in breach of this License or as otherwise set out in this License.

   1. Clauses Maintenance of Software, Licensor Warranty and Limit of Licensor Liability will survive the termination of this License. Termination of this License will not prejudice any right which the Licensor may have, or but for the termination may have had, against you for a breach of this License.
   2. For the purpose of this Agreement, the following are terminating events:-
      1. The breach or threatened breach by you of any of your material obligations under this agreement;
      2. The appointment of any type of insolvency administrator in respect of your property or affairs;
      3. The entry or proposed entry by you into any scheme, composition or arrangement with your creditors;
      4. The permanent discontinuance of use of the Software or any part of the Software by you;
      5. The merger with or the takeover of you by another person;
      6. Any event described in this Agreement as a terminating event
   3. The License may be terminated immediately by the Licensor on the happening of a terminating event at the option of the Licensor.
   4. Immediately a terminating event specified in this Agreement occurs, the Licensee must immediately return to the Licensor the Software and all copies of the Software, or revisions, enhancements and upgrades of the Software, the Media and Documentation. Alternatively, if the supplier requests the Licensee to destroy such Software, copies, revisions, enhancements and upgrades by erasing them from the Media the Licensee must destroy as requested and certify in writing to the Licensor that they have been destroyed.
   5. Any termination of the License shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement, which is expressly or by implication intended to continue in force after such termination.
   6. Upon the termination of this License, you or your representative must destroy the Software, user's manual and related materials and any copies of them which you possess or return or dispose of them in the manner directed by the Licensor.

10. Term of License

    The term of this License is for a period of one (1) year (the “Term”) commencing from the first date the Software is installed by the Licensor, Licensee or any other party onto any computer in the care, custody or control of the Licensee. The Software will automatically cease to operate at the expiry of the Term unless the Licensee pays to the Licensor the Annual Maintenance Fee whereupon the License will be extended for a further Term.

11. Acknowledgement

    The Licensee acknowledges that all outstanding matters with the Licensor have been notified to Licensor in detail and that the Licensee must notify Licensor of any further matters within thirty (30) days of the completion of the training period or installation, whichever is the sooner.

12. General

    1. This License is governed by the laws of the relevant country
    2. This License contains the entire agreement between the Licensor and you in relation to its subject matter and supersedes any prior agreements and understandings, whether written or oral.
    3. Variations to this must be in writing and signed by both parties.
    4. Copyright vests in the Licensor in respect of all material related to this License.

13. Payment Terms

    1. The Order amount agreed upon will be fixed for sixty (60) days from the date of this order. After that period the Licensor shall be entitled to amend the order amount to take into account any increases.
    2. When Finance is being used for payment of sale, a deposit of 20% of the total sale price is required upon confirmation of order. This deposit will be refunded upon Full Payment to the Licensor by the Finance Company.
    3. When Finance is not being used, a 50% Deposit is required upon placement of the Order.
    4. 50% deposit to be received by the Licensor prior to booking of Installation Dates.
    5. Balance of payment must be received on First Day of Installation to activate the registration code.
    6. All payments are to be made by Bank cheque or direct deposit, (banking details are printed on the bottom of the Invoice).
    7. Once you have confirmed the setup & training schedule, subsequent cancellation(s) will regrettably incur a charge-back of any costs incurred by the Licensor. This may include such items as air fares, accommodation, and chargeable time.
    8. Invoices received for any additional work, are due and Payable on Receipt. Invoices that are overdue will incur a 10% Administration Fee.

14. Non-User Copies (i.e. Alpha, beta etc)

    1. Should the licensee, for any reason choose to run a non production copy or test copy in any format. Alpha, beta etc then the licensee acknowledges that they fully understand that there is an added element of risk with this type of software package and that they do so at their own risk, despite advice from any source, including the Licensor representatives, employees and management.
    2. They also acknowledge that test copies in any format, Alpha Beta etc i.e. non-production versions are not fit for any purpose other than testing and that they acknowledge that these version are not fit for any purpose other than testing despite any advice from any source in any format.
    In addition they will ensure that
    1. Their email facility is functioning to ensure that any error or bug generated will use the Licensor email error tracker to report it and send the result automatically back to Licensor.
    2. This version will not be run on their live or current file and that it will only be used for testing purposes
    3. They will stay as up to date as possible with the beta releases. I.e. as another beta release is issue that they will immediately update their test file.
    4. They will acknowledge that Licensor themselves have not recommended they use this beta copy, for any purpose other than testing.