Terms of Use and Privacy Policy

Please read these terms and conditions (Terms) very carefully. They form a binding agreement between you and Invarosoft Pty Ltd (ACN 603 835 749) (us, we, our) in respect of your use of the Software and our provision of Services. You must accept the Terms before you are permitted to access the Software or use it in any way. By downloading, copying, installing, ordering, receiving or otherwise using the supplied software or services, or by clicking the “accept” or “I agree” button or check box displayed as part of the procurement, installation, upgrade or update process, you accept and agree to be bound by the agreement. You:

Represent to us that you have authority to accept the Terms either on your own behalf or on behalf of your organisation;

Represent to us that you have read and understand all of the Terms, as well as any other documents the Terms refer to;

Must comply with all of the Terms for the duration of your permitted use of the Software, as well as any Terms that continue to operate after the term of your permitted use has ended.

1. Definitions

(a) Clients means the persons or organisations to whom you provide managed IT services.
(b) Confidential Information means information disclosed to or known by you as a consequence of or through your relationship with us not generally known in the industry in which we are or may become engaged and our financial, technological (including designs, technical and other specifications or standards), strategic, market or business information, including information related to research and development, budgets, purchasing, accounting, engineering, manufacturing, marketing, merchandising and selling, prices, margins, rebates, costs, inputs, concepts not reduced to writing, processes not reduced to writing, methods not reduced to writing, customer and supplier lists, source and object codes and details and technology developed by or on behalf of us.
(c) Intellectual Property means designs, copyright, trade marks, patents, trade and business names, inventions, techniques, discoveries and improvements, concepts, adaptations, computer programs, code, processes and know how (whether registered or unregistered) and includes names, brands, marks, logos, indicia, software, drawings, trade secrets, technical data, formulae and data bases and a reference to Intellectual Property Rights or rights in Intellectual Property means and includes all right, title, interest and goodwill in Intellectual Property including moral rights and related rights.
(d) IT Ticketing System means any IT issue tracking system (also known as ITS, trouble ticket system, support ticket, request management or incident ticket system) that manages and maintains lists of issues, as needed by an organisation.
(e) Licence Fee means the all fees applicable to your use of the Software and the Services as notified by us from time to time.
(f) Marks means any trade mark, registered or unregistered, held (as a licensee or otherwise) or owned by us in Australia or elsewhere in relation to the Software.
(g) Personal Information has the meaning set out in the Privacy Act 1988 (Cth).
(h) Proprietary Rights means all right, title, interest and goodwill including our Intellectual Property Rights in and with respect to the Software.
(i) Services means the services provided by us to you in accordance with your licence to use the Software as set out in these Terms.
(j) Software means the proprietary software program currently marketed as ‘Invarosoft’ developed and made available by us, including any upgrades or modifications made by us from time to time.

2. Licence

2.1 We grant you a non-exclusive, non-transferrable licence to:
(a) use the Software for the purposes of delivering managed IT services to Clients; or
(b) use the Software for the purposes of managing your own IT support services and
(c) install copies of the Software on a Client’s device(s); but only in accordance with these Terms.

3. Authorised use

3.1 You are authorised to use the Software for your business or to provide the Software to a Client, provided that the terms of use are consistent with these Terms and you have complied with your obligations under the Privacy Act 1988 in relation to the use and disclosure of Personal Information (or the Personal Information of your or your Client’s employees, agents, contractors and volunteers).
3.2 You must not install the Software in excess of the permitted number of users or devices. The permitted number of users or devices will be advised to you at the time you pay the required Licence Fee, or before the commencement of any trial period.
3.3 The Software and Services are programmed to track the number of deployed copies of Software, users and other usage and user related data. You:
(a) consent to us doing this; and
(b) must not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions.

4. Licence Fee

You agree to pay all Licence Fees required to access or use the Software. We may cease access to the Software and/or Services if you do not pay any Licence Fees.

5. Term

5.1 The term of this agreement will commence on the date of your acceptance of these Terms, and shall continue until terminated in accordance with this Agreement.
5.2 If we grant you this licence for a fixed period of time, the licence granted by these Terms will expire whenever that period of time ends.

6. Termination

6.1 We may immediately terminate these Terms if:
(a) you fail or refuse to make, or we do not receive in full and in cleared funds, any payment of the Licence Fee or any part of the Licence Fee; or
(b) in our reasonable opinion, you have caused damage (whether permanent or not) to the Software, including but not limited to the corruption of data, files or code;
(c) you breach any term or condition of these Terms and fails to remedy such breach to our satisfaction within seven (7) days of notification from us.
6.2 On termination of these Terms:
(a) you must not access or attempt to access the Services and/or the Software;
(b) we may immediately deny you access to the Services and/or the Software at our sole discretion and we will not be liable for any damage or loss suffered by you as a result; and
(c) to the extent permitted by law, you will not be entitled to a refund of any Licence Fees paid by you.
6.3 Any termination of the licence granted under these Terms shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of these Terms, which is expressly or by implication intended to continue in force after such termination.
6.4 You agree to indemnify and hold us harmless against any and all costs, losses, claims, damages and liabilities whatsoever resulting directly or indirectly from any breach of these Terms by you, or any of your employees, agents, clients or representatives, including any claim made by a client or customer of yours against you or us that arises out of or relates to the conduct referred to in clauses 6.1(a) – 6.1(c). Such indemnification shall include the payment of all legal fees and other costs on a solicitor and own client basis incurred by us, including the defending of any claims or proceedings. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity

7. Free Trial

7.1 You acknowledge and agree that we may make the Software and Services available to you for a trial period.
7.2 At the conclusion of any trial period, you agree that:
(a) you will no longer be permitted to use the Software, and the Services will no longer be made available to you;
(b) subject to our obligations under the Privacy Act 1988, we may (or may not) retain all data and information you have supplied to us, whether that relates to you, a Client or any third party;
(c) we may contact you for the purpose of discussing your experience with the Software and the Services in the trial period.
7.3 These Terms will otherwise apply to any trial period.

8. Customization and User interface

(a) You may be permitted to customise how your business or your Client views certain parts of the Software. You acknowledge and agree that any such customisation:
(i) does not affect the ownership of the Proprietary Rights in any way;
(ii) will not infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party;
(iii) will not include, anything that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable.
(b) You will not allow or permit any employee or Client of yours to upload or include anything to the Software or on the application that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable

9. Ownership and use of Intellectual Property

9.1 We licence (not sell) the Software to you. The Proprietary Rights are and will remain exclusively our property. You must use all reasonable endeavours to safeguard the Proprietary Rights.
9.2 You acknowledge that we are and remain the owner (or authorised user or licensee) of all Intellectual Property in and with respect to the Software and the Services, including all copies of the Software and all modifications, enhancements, improvements, derivative works, content additions or changes and upgrades to the Software, as well as the data, information and Personal Information (to the extent permitted by law) created by you or generated through your use of the Software.
9.3 Except with our prior written consent you must not, and must not allow or cause any other person (except as otherwise expressly authorised under these Terms) to:
(a) make any copy, adaptation, translation, arrangement or version of the Software;
(b) reverse compile, reverse engineer, decompile or disassemble the Software other than as permitted by applicable law and then only to the extent that we are not permitted by that applicable law to limit or exclude the right of you to do so;
(c) conceal, alter or cover any product identification or notices of any proprietary or copyright restrictions from the Software;
(d) deal with the Software, in a manner which is not permitted under these Terms;
(e) download, print, copy, burn, capture, re-transmit, stream or re-stream, record or reproduce the Software, by any means;
(f) allow unauthorised access to the Software;
(g) alter, change, remove, obscure or add to any notices or other indications (including copyright notices) as to the ownership of or any other labels, symbols, logos, legends or Marks affixed to or embodied in the Software;
(h) frame, deep link or establish unauthorised links to any part of the Software.
9.4 You agree that:
(a) you may only use our Intellectual Property if agreed, in writing, by us
(b) the use of any of our Intellectual Property must at all times include an acknowledgment of our ownership of all Intellectual Property Rights therein.
(c) you may not use or allow the use of any of our Intellectual Property in connection with any other Software, services or business or as part of the corporate or any trade name;
(d) you will not register or otherwise carry on business as a company, partnership, joint venture or such other business or organisation, directly or indirectly, using any name, mark or logo identical with or similar to any of our Intellectual Property;
(e) you must not nor attempt to vary or cancel any registration of any of our Intellectual Property;
(f) you will not represent or otherwise imply that you are the owner or creator of the Software or that you have the proprietary rights to the Software or that you are anything other than a non-exclusive licensee of ours. You shall refer all enquiries from other third party in relation to the potential commercial use of the Software to us
(g) you must not apply nor attempt to register any Intellectual Property which is identical with or similar to any of our Intellectual Property; and
(h) we have an absolute right of approval over all production and use by you of any of our Intellectual Property.
9.5 If requested by us, you will promptly return to us or permanently delete or destroy (at our election) all Confidential Information and any items consisting of or bearing any of our Intellectual Property.
9.6 If this agreement comes to an end, you must stop all use of the Software, Marks, Confidential Information and our other Intellectual Property.

10. Combined Software

In any instance where you combine the Software with programs or data of others, you shall indemnify, defend, and hold us harmless from any damages, losses, costs or expenses (including legal fees on a solicitor and own client basis) incurred by us, if such combination infringes any patent, trade mark, copyright, or trade secrets of others. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

11. Privacy

11.1 We are committed to protecting your privacy and the privacy of any Personal Information provided to us. Our full privacy policy is set out at available from clause 18.
11.2 You acknowledge that through your use of the Software and the Services, we may obtain access to Personal Information that may relate to you, a Client or third parties.
11.3 You warrant to us that you will comply with the Australian Privacy Principles and the Privacy Act 1988 in the collection, use and protection of any Personal Information.

12. Confidential Information

You may be granted access to our Confidential Information. You:
(a) acknowledge that the Confidential Information remains our property;
(a) must not disclose the Confidential Information to any third party without our express written consent or required by law.

13. Warranties and limited liability

13.1 Subject to the limitations set forth in these Terms, we warrant to you that the Software will conform in all material respects to our specifications for the Software.
13.2 We make no express warranties and disclaim all implied warranties regarding the Services or the Software including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, we do not represent or warrant to you that:
(a) your use of the Services or the Software will meet your requirements;
(b) that our backup or disaster recovery endeavours will ensure that your data is available or obtainable;
(c) your use of the Software will be uninterrupted, timely, secure or free from error;
(d) usage data provided through the service or Software will be accurate;
(e) we will implement upgrades in a timely manner or at all;
(f) any upgrades that are implemented will not affect your use of the Software;
(g) the Software is compatible with any software or hardware that you may use, including but not limited to any IT Ticketing System;
(h) we will provide you with technical support other than we are otherwise required to provide under these Terms;
(i) the Software is free of malware, phishing or any file or code that may cause damage;
(j) the functions contained in the Software will operate uninterrupted or are error-free;
(k) errors and defects in the Software will be corrected.
13.3 We shall have no obligation under the warranty contained in clause 13.1:
(a) in the event you or any other person or entity incorporates, attaches or otherwise engages any attachment, feature, program, or device to the Software; or
(b) if any non-conformance is caused by: misuse; alteration, translation, modification, or enhancement of the Software by you or any other person or entity; computer malware; your failure to provide a suitable installation environment; your failure to provide adequate electrical power; your failure to ensure adequate Software firewalls or protections; your use of supplies or materials not meeting specifications or not of sufficient size or capacity to utilise or properly utilise the Software; or use of the Software for other than the specific purpose for which the Software is designed.
13.4 Except as otherwise set out in these Terms, our sole obligation under the warranty in clause 13.1 shall be to provide within a reasonable time the response necessary to correct any non-conformance of the Software to our specifications for the Software.
13.5 We are not responsible for any loss or damage you may suffer (including the corruption and/or loss of data) as a result of any matter over which we have no control including but limited to:
(a) issues with your internet connection (however caused);
(b) network errors;
(c) incompatible hardware or software;
(d) your misuse of the Software;
(e) you not acting in accordance with instructions or directions provided by us (or on our behalf) to you;
(f) limits on available bandwidth;
(g) infrastructure issues.
13.6 We will have no liability or responsibility to you for any loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly from a breach of these Terms, including:
(a) loss or profits or sales;
(b) loss of bargain;
(c) loss of opportunity;
(d) loss of use of any Application or any other computer equipment, Application or data;
(e) loss of time on the part of management or other staff;
(f) any other indirect or consequential loss.
Our liability for any loss, damage or injury incurred or suffered by you for which we are liable under these Terms or at law shall not exceed in total a sum equal to the amount received from you preceding the date on which the event giving rise to the loss, damage or injury arose.
13.7 You agree to indemnify and hold us harmless against any and all costs, losses, claims, damages and liabilities whatsoever resulting directly or indirectly from any breach of these Terms by you, or any of your employees, agents or representatives or the conduct of your Client that would, if done by you, be in breach of these Terms. Such indemnification shall include the payment of all legal fees and other costs on a solicitor and own client basis incurred by us, including the defending of any claims or proceedings. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

14. Insurance

14.1 During the period of the Agreement, you must, at your expense hold and keep current all valid, enforceable, necessary and adequate insurances, with a financially sound and reputable insurer, to cover your business activities, and any insurable event that may arise out of your use to the Software.

15. Records and Reports

15.1 You will during the term of this Agreement, and for a seven (7) year period after termination of this Agreement, keep and maintain complete and accurate business records and documentation with respect to its activities under this Agreement, and will make such records available to us or our agents upon our written request, for inspection at you principal place of business. If requested, you will provide us with regular reports setting forth information including feedback from you or your Clients regarding the Software and your activities under this Agreement.

16. Force Majeure

16.1 We will not be liable for any delay or failure to perform our obligations if such failure or delay is due to any unforeseen circumstance or a circumstance beyond our reasonable control.
16.2 The circumstances referred to in Clause 16.1 include but are not limited to acts of nature, acts of government, labour disputes and delays in delivery.
16.3 We will notify you as soon as practicable of any anticipated delay due to force majeure. The performance of our obligations under this Agreement will be suspended for the period of the delay due to force majeure.

17. Miscellaneous

17.1 These Terms are governed by the laws of the State of New South Wales. In the event of a dispute the parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales or Federal courts of Australia, as applicable.
17.2 These Terms constitute the entire agreement between the parties with respect to the subject matter set out in these Terms and supersedes all prior and contemporaneous communications. It shall not be modified except by a written agreement signed on behalf of you and us by respective duly authorised representatives.
17.3 These Terms shall not be assigned or transferred by you without our prior written approval, which approval shall not be unreasonably withheld. We can assign these Terms and its rights and obligations under these Terms to any third party at any time without your approval.
17.4 You shall not be entitled to subcontract any of your obligations under these Terms without our prior written consent.
17.5 If any provision of these Terms shall be determined to be invalid, such invalidity shall not affect the validity of the remainder of these Terms.
17.6 The parties will comply with all obligations in relation to GST.
17.7 No waiver by either party of any default or breach by the other party of any of the provisions of these Terms shall constitute a waiver of any prior or subsequent default or breach of these Terms.
17.8 Subject to the limitations specified in these Terms, these Terms will continue to operate to the benefit of and be binding upon the parties, their successors and permitted assigns.

Privacy Policy

17.9 At Invarosoft, we take privacy seriously. Please read this Policy carefully as it will help you make informed decisions about sharing your personal information with us. The defined terms in this Policy have the same meaning as in our Terms of Use, which you should read together with this Policy. By accessing Our Services, you consent to the terms of this Policy and agree to be bound by it and our Terms of Use

Invarosoft collects your personal information

18. Invarosoft provides organisations with software applications to manage IT systems and ticketing procedures (‘Service”)
19. The Service may involve the use and storage of Data about a company or individual. That Data can include personal information which is information about an identifiable individual, and may include the individual’s name, email address, job description and telephone numbers.
20. Invarosoft may collect personal information directly from you when you:
• register to use the Service,
• use the Service,
• contact the Invarosoft support team, and
• visit our Website.
21. you can always choose not to provide your personal information to Invarosoft, but it may mean that we are unable to provide you with some or all of the Service.

Invarosoft may receive personal information from you about others

22. Invarosoft may also collect information from you about someone else. If you disclose personal information about someone else, you must ensure that you are authorised to disclose that information to Invarosoft. This means that you must take reasonable steps to ensure that you have complied with the Privacy Act 1988 and that the individual concerned is aware of and/or consents to the various matters detailed in this Policy, including the fact that their personal information is being collected, the purposes for which that information is being collected, the intended recipients of that information, the individual’s right to obtain access to that information, Invarosoft’s identity, and how to contact Invarosoft.
23. Where requested to do so by Invarosoft, you must also assist Invarosoft with any requests by the individual to access or update the personal information you have collected from them and entered into the Service.

Invarosoft collects, holds, and uses your personal information for limited purposes

24. Invarosoft collects your personal information so that we can provide you with the Service and any related services you may request. In doing so, Invarosoft may use the personal information we have collected from you for purposes related to the Services including to:
• verify your identity,
• administer the Service,
• communicate with related service providers,
• notify you of new or changed services offered in relation to the Service,
• carry out marketing or training relating to the Service,
• assist with the resolution of technical support issues or other issues relating to the Service,
• comply with laws and regulations in applicable jurisdictions,
• possibly provide to potential buyers of or investors in our business (subject to express confidentiality and privacy conditions); and
• communicate with you;
25. By using the Service, you consent to your personal information being collected, held and used in this way and for any other use you authorize. Invarosoft will only use your personal information for the purposes described in this Policy or otherwise with your express permission.
26. It is your responsibility to keep your password to the Service safe. You should notify us as soon as possible if you become aware of any misuse of your password, and immediately change your password within the Service or via the Forgotten Password process.

Invarosoft can aggregate your non-personally identifiable data

27. By using the Service, you agree that Invarosoft can access, aggregate and use non-personally identifiable data Invarosoft has collected from you. This data will in no way identify you or any other individual.
28. Invarosoft may use this aggregated non-personally identifiable data to:
• assist us to better understand how our clients are using the Service,
• provide our clients with further information regarding the uses and benefits of the Service,
• otherwise to improve the Service.

Invarosoft holds your personal information on servers

29. All Data, including personal and non-personal information, that is entered into the Service by you, or automatically imported on your instruction, is transferred to Invarosoft’s servers as a function of transmission across the Internet. By using the Service, you consent to your personal information being transferred to our servers as set out in this Policy.
Cross Border
30. The third parties who host our servers do not control, and are not permitted to access or use your personal information except for the limited purpose of storing the information. For the purposes of Australian privacy legislation and Australian users of the Service, Invarosoft may “disclose” personal information to third parties located overseas. We may use SaaS, cloud computing, servers or other technologies from time to time in the future and your information may be stored outside Australia. We will not disclose personal information to a recipient in a foreign country unless we are satisfied that the local laws are equal to or more stringent than the Australian Privacy laws, or we have a contractual arrangement that ensures that the recipient shall comply with the Australian Privacy Laws

Invarosoft takes steps to protect your personal information

31. Invarosoft is committed to protecting the security of your personal information and we take all reasonable precautions to protect it from unauthorised access, modification or disclosure. Your personal information is stored on secure servers that have SSL Certificates issued by leading certificate authorities, and all Data transferred between you and the Service is encrypted. You can request further details about our security measures.
32. However, the Internet is not in itself a secure environment and we cannot give an absolute assurance that your information will be secure at all times. Transmission of personal information over the Internet is at your own risk and you should only enter, or instruct the entering of, personal information to the Service within a secure environment.
33. We will advise you at the first reasonable opportunity upon discovering or being advised of a security breach where your personal information is lost, stolen, accessed, used, disclosed, copied, modified, or disposed of by any unauthorized persons or in any unauthorized manner.

Invarosoft only discloses your Personal Information in limited circumstances

34. Invarosoft will only disclose the personal information you have provided to us to entities that are related to Invarosoft if it is necessary and appropriate to facilitate the purpose for which your personal information was collected pursuant to this Policy, including the provision of the Service.
35. Invarosoft will not otherwise disclose your personal information to a third party unless you have provided your express consent. However, you should be aware that Invarosoft may be required to disclose your personal information without your consent in order to comply with any court orders, subpoenas, or other legal process or investigation including by tax authorities, if such disclosure is required by law. Where possible and appropriate, we will notify you if we are required by law to disclose
Your personal payment information.
36. If you are required to pay for the Service and choose to pay for the Service by credit card, your credit card details are not stored by the Service and cannot be accessed by Invarosoft staff.

Direct Marketing

37. We never disclose personal information that we collect to a third party for the purpose of allowing them to direct market their products and services unless you have given us your permission for us to do this. We may disclose personal information within our group of companies for the purpose of direct marketing.
38. By accepting our services you expressly permit us to use your personal information for our direct marketing purposes and the purposes expressly set out in this policy. You consent to our use of your information to issue product and professional mail outs by email, fax, social media or letters and undertaking other marketing or service based activities. You may opt out of any direct marketing service at any time.

You may request access to your personal information

39. It is your responsibility to ensure that the personal information you provide to us is accurate, complete and up-to-date. You may request access to the information we hold about you, or request that we update or correct any personal information we hold about you, by setting out your request in writing and sending it to us at info@Invarosoft.com.au
40. Invarosoft will process your request as soon as reasonably practicable, provided we are not otherwise prevented from doing so on legal grounds. If we are unable to meet your request, we will let you know why. For example, it may be necessary for us to deny your request if it would have an unreasonable impact on the privacy or affairs of other individuals, or if it is not reasonable and practicable for us to process your request in the manner you have requested. In some circumstances, it may be necessary for us to seek to arrange access to your personal information through a mutually agreed intermediary.
41. We’ll only keep your personal information for as long as we require it for the purposes of providing you with the Service. However, we may also be required to keep some of your personal information for specified periods of time, for example under certain laws relating to corporations, money laundering, and financial reporting legislation.
When can access be denied?
42. Access will be denied if:
• the request does not relate to the personal information of the person making the request;
• providing access would pose a serious and imminent threat to the life or health of a person;
• providing access would create an unreasonable impact on the privacy of others;
• the request is frivolous or vexatious;
• the request relates to existing or anticipated legal proceedings;
• the information is subject to legal professional privilege;
• providing access would prejudice negotiations with the individual making the request;
• access would be unlawful;
• denial of access is authorised or required by law;
• access would prejudice law enforcement activities;
• access discloses ‘commercially sensitive’ decision making processes or information; or
• any other reason that is provided for in the Privacy Principles or the Privacy Act 1988 (Cth).
43. If we deny access to information we will give you our reasons for denying access.

Invarosoft uses cookies

44. In providing the Service, Invarosoft, may utilise “cookies”. A cookie is a small text file that is stored on your computer for record-keeping purposes. A cookie does not identify you personally or contain any other information about you but it does identify your computer.
45. We and some of our affiliates and third-party service providers may use a combination of “persistent cookies” (cookies that remain on your hard drive for an extended period of time) and “session ID cookies” (cookies that expire when you close your browser) on the Website to, for example, track overall site usage, and track and report on your use and interaction with ad impressions and ad services.
46. You can set your browser to notify you when you receive a cookie so that you will have an opportunity to either accept or reject it in each instance. However, you should note that refusing cookies may have a negative impact on the functionality and usability of the Website.
You can opt-out of any email communications
47. Invarosoft may send billing information, product information, Service updates and Service notifications to you via email. Our emails will contain clear and obvious instructions describing how you can choose to be removed from any mailing list not essential to the Service. Invarosoft will remove you at your request.
You are responsible for transfer of your data to third-party applications
48. The Service may allow you to transfer Data, including your personal information, electronically to and from third-party applications. Invarosoft has no control over, and takes no responsibility for, the privacy practices or content of these applications. You are responsible for checking the privacy policy of any such applications so that you can be informed of how they will handle personal information.

Invarosoft has a privacy complaints process

49. If you wish to complain about how we have handled your personal information, please provide our Customer Success Manager with full details of your complaint and any supporting documentation by e-mail at info@Invarosoft.com.au
50. Our Customer Success Manager will endeavour to:
• provide an initial response to your query or complaint within 10 business days, and
• investigate and attempt to resolve your query or complaint within 30 business days or such longer period as is necessary and notified to you by our Privacy Officer.
This policy may be updated from time to time
51. Invarosoft reserves the right to change this Policy at any time, and any amended Policy is effective upon posting to this Website. Invarosoft will communicate any significant changes to you via email or notification via the Service. Your continued use of the Service will be deemed acceptance of any amended Policy.

Additional Information

52. Additional information on the Australian Privacy Principles can be obtained from http://www.oaic.gov.au/
53. Last updated: October 2016

Terms of Use – End User License Agreement (EULA)

Please read these terms and conditions (Terms) very carefully. They form a binding agreement between you and Invarosoft Pty Ltd (us, we, our) in respect of your use of the Product and our provision of Services. By downloading, copying, installing, ordering, receiving or otherwise using the supplied software or services, you:

  • Represent to us that you have authority to accept the Terms either on your own behalf or on behalf of your organisation;
  • Represent to us that you have read and understand all of the Terms, as well as any other documents the Terms refer to (including but not limited to our privacy policy)
  • Must comply with the all of the Terms for the duration of your permitted use of the Product, as well as any Terms that continue to operate after the term of your permitted use has ended.
1. Definitions

(a) Authorised User means the persons employed by you or contracted by you to perform service.
(b) Confidential Information means information disclosed to or known by you as a consequence of or through your relationship with us not generally known in the industry in which we are or may become engaged and our financial, technological (including designs, technical and other specifications or standards), strategic, market or business information, including information related to research and development, budgets, purchasing, accounting, engineering, manufacturing, marketing, merchandising and selling, prices, margins, rebates, costs, inputs, concepts not reduced to writing, processes not reduced to writing, methods not reduced to writing, customer and supplier lists, source and object codes and details and technology developed by or on behalf of us.
(c) Intellectual Property means designs, copyright, trade marks, patents, trade and business names, inventions, techniques, discoveries and improvements, concepts, adaptations, computer programs, code, processes and know how (whether registered or unregistered) and includes names, brands, marks, logos, indicia, software, drawings, trade secrets, technical data, formulae and data bases and a reference to Intellectual Property Rights or rights in Intellectual Property means and includes all right, title, interest and goodwill in Intellectual Property including moral rights and related rights.
(d) Licence Fee means the all fees applicable to your use of the Product and the Services as notified by us or your managed service provider from time to time.
(e) Marks means any trade mark, registered or unregistered, held (as a licensee or otherwise) or owned by us in Australia or elsewhere in relation to the Product.
(f) Managed Service Provider is the person or business through whom you have agreed to acquire the Product
(g) Personal Information has the meaning set out in the Privacy Act 1988 (Cth).
(h) Proprietary Rights means all right, title, interest and goodwill including our Intellectual Property Rights in and with respect to the Product.
(i) Services means the services provided by us or your Managed Service Provider to you in accordance with your licence to use the Product as set out in these Terms.
(j) Product means the proprietary software program known as ‘Invarosoft’ developed and made available by us, including any upgrades or modifications made by us from time to time.

2. Licence

We grant you a non-exclusive, non-transferrable licence to use the Product in accordance with these Terms.

3. Authorised use

3.1 You, and any Authorised User, may use the Product in accordance with the terms of this Agreement.
3.2 You must not install the Product in excess of the permitted number of users or devices. The permitted number of users or devices will be advised to you at the time you pay the required Licence Fee, or before the commencement of any trial period.
3.3 The Product and Services are programmed to track the number of deployed copies of Product, users and other usage and user related data. You:
(a) consent to us doing this; and
(b) must not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions.

4. Licence Fee

You agree to pay all Licence Fees (if any) required to access or use the Product. We may cease access to the Product and/or Services if you do not pay any Licence Fees.

5. Term

5.1 The term of this agreement will commence on the date of your acceptance of these Terms, and shall continue until terminated in accordance with this Agreement.
5.2 If we grant you this licence for a fixed period of time, the licence granted by these Terms will expire whenever that period of time ends.

6. Termination

6.1 We or your Managed Service Provider may immediately terminate these Terms if:
(a) you fail or refuse to make, or we do not receive in full and in cleared funds, any payment of the Licence Fee or any part of the Licence Fee; or
(b) in our reasonable opinion, you have caused damage (whether permanent or not) to the Product, including but not limited to the corruption of data, files or code;
(c) you breach any term or condition of these Terms and fails to remedy such breach to our satisfaction within seven (7) days of notification from us or your Managed Service Provider.
6.2 On termination of these Terms:
(a) you must not access or attempt to access the Services and/or the Product;
(b) we may immediately deny you access to the Services and/or the Product at our sole discretion and we will not be liable for any damage or loss suffered by you as a result; and
(c) to the extent permitted by law, you will not be entitled to a refund of any Licence Fees paid by you.
6.3 Any termination of the licence granted under these Terms shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of these Terms, which is expressly or by implication intended to continue in force after such termination.

7. Free Trial

7.1 You acknowledge and agree that we may make the Product and Services available to you for a trial period.
7.2 At the conclusion of any trial period, you agree that:
(a) you will no longer be permitted to use the Product, and the Services will no longer be made available to you;
(b) subject to our obligations under the Privacy Act 1988, we may (or may not) retain all data and information you have supplied to us, whether that relates to you, a Authorised User or any third party;
(c) we may contact you for the purpose of discussing your experience with the Product and the Services in the trial period.
7.3 These Terms will otherwise apply to any trial period.

8. User interface

(a) Your Managed Service Provider may be permitted to customise how you view certain parts of the Product. You acknowledge and agree that any change by the Managed Service Provider or any change by you:
(i) does not affect the ownership of the Proprietary Rights in any way;
(ii) will not infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party;
(iii) will not include, anything that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable.
(b) You will not allow or permit any Authorised User to upload or include anything to the Product or on the application that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable

9. Ownership and use of Intellectual Property

9.1 We licence (not sell) the Product to you. The Proprietary Rights are and will remain exclusively our property. You must use all reasonable endeavours to safeguard the Proprietary Rights.
9.2 You acknowledge that we are and remain the owner (or authorised user or licensee) of all Intellectual Property in and with respect to the Product and the Services, including all copies of the Product and all modifications, enhancements, improvements, derivative works, content additions or changes and upgrades to the Product, as well as the data, information and Personal Information (to the extent permitted by law) created by you or generated through your use of the Product.
9.3 Except with our prior written consent you must not, and must not allow or cause any other person (except as otherwise expressly authorised under these Terms) to:
(a) make any copy, adaptation, translation, arrangement or version of the Product;
(b) reverse compile, reverse engineer, decompile or disassemble the Product other than as permitted by applicable law and then only to the extent that we are not permitted by that applicable law to limit or exclude the right of you to do so;
(c) conceal, alter or cover any product identification or notices of any proprietary or copyright restrictions from the Product;
(d) deal with the Product, in a manner which is not permitted under these Terms;
(e) download, print, copy, burn, capture, re-transmit, stream or re-stream, record or reproduce the Product, by any means;
(f) allow unauthorised access to the Product;
(g) alter, change, remove, obscure or add to any notices or other indications (including copyright notices) as to the ownership of or any other labels, symbols, logos, legends or Marks affixed to or embodied in the Product;
(h) frame, deep link or establish unauthorised links to any part of the Product.
9.4 You agree that:
(a) you may only use our Intellectual Property if agreed, in writing, by us
(b) the use of any of our Intellectual Property must at all times include an acknowledgment of our ownership of all Intellectual Property Rights therein.
(c) you may not use or allow the use of any of our Intellectual Property in connection with any other Product, services or business or as part of the corporate or any trade name;
(d) you will not register or otherwise carry on business as a company, partnership, joint venture or such other business or organisation, directly or indirectly, using any name, mark or logo identical with or similar to any of our Intellectual Property;
(e) you must not nor attempt to vary or cancel any registration of any of our Intellectual Property;
(f) you will not represent or otherwise imply that you are the owner or creator of the Product or that you have the proprietary rights to the Product or that you are anything other than a non-exclusive licensee of ours. You shall refer all enquiries from any person to use in relation to the potential commercial use of the Product to us or your Managed Service Providers.
(g) you must not apply nor attempt to register any Intellectual Property which is identical with or similar to any of our Intellectual Property; and
(h) we have an absolute right of approval overall production and use by you of any of our Intellectual Property.
9.5 If requested by us, you will promptly return to us or permanently delete or destroy (at our election) all Confidential Information and any items consisting of or bearing any of our Intellectual Property.
9.6 If this agreement comes to an end, you must stop all use of the Product, Marks, Confidential Information and our other Intellectual Property.

10. Combined Product

In any instance where you combine the Product with programs or data of others, you shall indemnify, defend, and hold us harmless from any damages, losses, costs or expenses (including legal fees on a solicitor and own Authorised User basis) incurred by us, if such combination infringes any patent, trade mark, copyright, or trade secrets of others. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

11. Privacy

11.1 We are committed to protecting your privacy and the privacy of any Personal Information provided to us.
11.2 You acknowledge that through your use of the Product and the Services, we may obtain access to Personal Information that may relate to you.
11.3 This Personal information shall be used and disclosed by us and your Managed Service Provider for the purpose of providing, improving or developing the Product only and providing you with the support services that are required from you Managed Service Provider. By you agreeing to these terms you consent to this use and disclosure. Your Personal Information will not be used, or disclosed for any other commercial reason.
11.4 You warrant to us that you will comply with the Australian Privacy Principles and the Privacy Act 1988 in the collection, use and protection of any Personal Information as it pertains to you or the Authorised Users.

12. Confidential Information

You may be granted access to our Confidential Information. You:
(a) acknowledge that the Confidential Information remains our property;
(a) must not disclose the Confidential Information to any third party without our express written consent or required by law.

13. Warranties and limited liability

13.1 Subject to the limitations set forth in these Terms, we warrant to you that the Product will conform in all material respects to our specifications for the Product.
13.2 The express warranty set forth in clause 13.1 constitutes the only warranty given by us in respect of the Services or the Product. We do not offer or enter into any other representation warranty, condition or other term of any kind, whether express or implied (either or by custom, course of dealing or by operation of law), with respect to the Product, and all such additional warranties, conditions or other terms are hereby excluded. We expressly excludes to the extent permitted by law all warranties, conditions or other terms of satisfactory quality or fitness for a particular purpose.
13.3 We shall have no obligation under the warranty contained in clause 13.1:
(a) in the event you or any other person or entity incorporates, attaches or otherwise engages any attachment, feature, program, or device to the Product; or
(b) if any non-conformance is caused by: misuse; alteration, translation, modification, or enhancement of the Product by you or any other person or entity; computer malware; your failure to provide a suitable installation environment; your failure to provide adequate electrical power; your failure to ensure adequate Product firewalls or protections; your use of supplies or materials not meeting specifications or not of sufficient size or capacity to utilise or properly utilise the Product; or use of the Product for other than the specific purpose for which the Product is designed.
13.4 Except as otherwise set out in these Terms, our sole obligation under the warranty in clause 13.1 shall be to provide within a reasonable time the response necessary to correct any non-conformance of the Product to our specifications for the Product.
13.5 We are not responsible for any loss or damage you may suffer (including the corruption and/or loss of data) as a result of any matter over which we have no control including but limited to:
(a) issues with your internet connection (however caused);
(b) network errors;
(c) incompatible hardware or Product
(d) your misuse of the Product;
(e) you or your Authorised Users not acting in accordance with instructions or directions provided by us (or on our behalf) to you;
(f) limits on available bandwidth;
(g) infrastructure issues.
13.6 We will have no liability or responsibility to you or any Authorised User for any loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly from a breach of these Terms, including:
(a) loss or profits or sales;
(b) loss of bargain;
(c) loss of opportunity;
(d) loss of use of any Application or any other computer equipment, Application or data;
(e) loss of time on the part of management or other staff;
(f) any other indirect or consequential loss.
Our liability for any loss, damage or injury incurred or suffered by you for which we are liable under these Terms or at law shall not exceed in each instance a sum equal to the amount received from you preceding the date on which the event giving rise to the loss, damage or injury arose.
13.7 You agree to indemnify and hold us harmless against any and all costs, losses, claims, damages and liabilities whatsoever resulting directly or indirectly from any breach of these Terms by you, or any of your employees, agents or representatives. Such indemnification shall include the payment of all legal fees and other costs on a solicitor and own Authorised User basis incurred by us, including the defending of any claims or proceedings. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.

14. Insurance

14.1 During the period of the Agreement, you or your employer must, at its expense hold and keep current all valid, enforceable, necessary and adequate insurances, with a financially sound and reputable insurer, to cover your business activities, and any insurable event that may arise out of your use to the Product.

15. Force Majeure

15.1 We will not be liable for any delay or failure to perform our obligations if such failure or delay is due to any unforeseen circumstance or a circumstance beyond our reasonable control.
15.2 The circumstances referred to in Clause 15.1 include but are not limited to acts of nature, acts of government, labour disputes and delays in delivery.
15.3 We will notify you as soon as practicable of any anticipated delay due to force majeure. The performance of our or your Managed Service Provider obligations under this Agreement will be suspended for the period of the delay due to force majeure.

16. Miscellaneous

16.1 These Terms are governed by the laws of the State of New South Wales. In the event of a dispute the parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales or Federal courts of Australia, as applicable.
16.2 These Terms constitute the entire agreement between the parties with respect to the subject matter set out in these Terms and supersedes all prior and contemporaneous communications. It shall not be modified except by a written agreement signed on behalf of you and us by respective duly authorised representatives.
16.3 These Terms shall not be assigned or transferred by you without our prior written approval, which approval shall not be unreasonably withheld. We can assign these Terms and its rights and obligations under these Terms to any third party at any time without your approval.
16.4 You shall not be entitled to subcontract any of your obligations under these Terms without our prior written consent.
16.5 If any provision of these Terms shall be determined to be invalid, such invalidity shall not affect the validity of the remainder of these Terms.
16.6 The parties will comply with all obligations in relation to GST
16.7 No waiver by either party of any default or breach by the other party of any of the provisions of these Terms shall constitute a waiver of any prior or subsequent default or breach of these Terms.
16.8 Subject to the limitations specified in these Terms, these Terms will inure to the benefit of and be binding upon the parties, their successors and permitted assigns.

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