Relevar Forms

A. The Supplier owns the Software known as Relevar Forms.
B. The Supplier wishes to grant, and the Customer wishes to take, a licence to use the Software on the terms of this agreement.

Commencement Date means the date these Terms and Conditions are accepted by the Customer.
Confidential Information means information that is by its nature, content or manner of disclosure, confidential but does not include:

(a) information already known to the receiving party at the time of disclosure by the other party; or
(b) information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this agreement;

Customer means the legal or conveyancing firm subscribed or trialling Relevar software.
End User means a party that completes an online form using the Software.
GST means:

(a) the same as in the GST Law; (b) any other goods and services tax, or any tax applying to this agreement in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.

GST Law means the same as "GST law" in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;
Licence means the licence of Software granted pursuant to this agreement;
Licence Fee means the amount specified by the Supplier, as increased from time to time.
Software means the computer program and related documentation known as Relevar Forms.
Supplier means MP and MH Pty Ltd as trustee for the EA Unit Trust trading as Relevar (Relevar) via the website located at www.relevar.com.au and subsites such as forms.relevar.com.au

(a) Commencing on the Commencement Date, the Supplier grants a non-transferrable, non-exclusive licence to the Customer to use the Software under the terms of this agreement.
(b) Subject to the terms of this agreement, the Licence will continue in perpetuity.

(a) The Supplier warrants that it has the authority to grant the Licence.
(b) The Licence shall be non-transferable and non-exclusive to the Customer.
(c) The Supplier is not required to provide Updates or New Releases pursuant to this agreement.

(a) In consideration of the Licence, the Customer must pay the Licence Fee on a monthly basis.
(b) The Licence Fee is exclusive of all taxes, duties and surcharges payable in respect of the Software and in respect of this agreement.
(c) If payment is not made within 7 days of payment being due, the non payment shall be considered a terminating event by the Customer.
(d) The Supplier may vary the Licence fee from time to time by giving reasonable notice to the Customer.
(e) If the Customer disputes the whole or any part of the amount claimed in an invoice submitted by the Supplier pursuant to this agreement, the Customer will pay the undisputed portion on the due date. The dispute regarding the remainder may be referred to the dispute resolution procedure prescribed by this agreement. If it is subsequently resolved that a further amount is payable, the Customer will pay that amount together with interest at the rate of 12 per cent per annum.

(a) The Supplier does not warrant or guarantee that the Customer's access to the Software will be uninterrupted or free from technical errors and/or bugs.
(b) The Supplier will take reasonable steps to ensure that the Software remains available during ordinary business hours.

(a) The Supplier retains ownership of the Software whether in its original form or as modified by the Customer during the term of the Licence.
(b) All Intellectual Property Rights in the Software are retained by the Supplier.
(c) Nothing in this agreement affects the ownership of Moral Rights in the Software.

(a) Without seeking to exclude or limit the application of sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth) the Customer must not copy the Software, in whole or in part.

(a) The Customer must not modify the whole or any part of the Software or combine or incorporate the whole or any part of the Software in any other program or system without the prior consent in writing of the Supplier.
(b) If the Software is modified in accordance with subclause (a), the modifications must, unless the Supplier directs otherwise, be made in accordance with a written proposal submitted by the Customer to the Supplier.
(c) The Customer shall fully indemnify and hold harmless the Supplier against any liability incurred if the modifications infringe the Intellectual Property Rights of a third person.
(d) The Software as modified remains the property of the Supplier.
(e) This agreement shall continue to apply to the Software as modified.
(f) This clause is subject to any right of modification arising pursuant to sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth).

Except as expressly permitted by sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth), the Customer must not reverse assemble or reverse compile the Software or any part of the Software.

Each party must implement and maintain effective security measures to prevent unauthorized use and disclosure of End User Data and the other party's Confidential Information while it is in the receiving party's possession or control.

The Customer's access to the Software is at its own risk and it acknowledges that the Supplier is not liable for any loss arising from or in connection with its access to or use of the Software.

To the fullest extent permitted by law the Supplier hereby expressly excludes all warranties and other terms which might otherwise be implied by statute, common law or the law of equity and must not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of the Software, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.

(a) For the purpose of this agreement, each of the following is a Terminating Event:

(i) the breach or threatened breach by either party of any of its material obligations under this agreement;
(ii) the appointment of any type of insolvency administrator in respect of the property or affairs of either party;
(iii) the entry or proposed entry by either party into any scheme, composition or arrangement with any of its creditors;
(iv) the permanent discontinuance of use of the Software or any part of the Software by the Customer;
(v) the merger with or the takeover of either party by another person;
(vi) any event described in this agreement as a Terminating Event; and

(b) This agreement may be terminated immediately on the happening of a Terminating Event at the option of the affected party.
(c) If the Terminating Event is one specified in subclause (a)(i)-(vi), the affected party must give to the other party notice of the happening of that event and require the breach to be remedied or a written undertaking to be given that the breach will not occur, as the case may be. If the breach is not remedied or the undertaking not given (as the case may be) within 14 days the affected party may agree to waive its rights under this clause if satisfied that the happening of the Terminating Event has not in any way prejudiced its position under this agreement.
(d) Neither party shall be liable for the consequences of an occurrence of any event beyond its reasonable control.
(e) Immediately a Terminating Event specified in subclause (a)(i)-(vi) occurs, and the subject of that Terminating Event is the Customer, the Customer shall immediately on termination return to the Supplier the Software and all copies of the Software, all revisions, enhancements and upgrades of the Software, the Media and the Manual of Specifications. Alternatively, if the Supplier requests, the Customer must destroy such Software, copies, revisions, enhancements and up-grades by erasing them from the Media and must certify in writing to the Supplier that they have been destroyed.
(f) Any termination of the Licence 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.

(a) Any condition or warranty which would otherwise be implied in this agreement is hereby excluded.

(a) The Customer must not use the Software to

(i) commit or encourage a criminal offense; (ii) transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
(iii) hack into any aspect of the Software; corrupt data; cause annoyance to other users;
(iv) infringe upon the rights of any other person's proprietary rights;
(v) send any unsolicited advertising or promotional material, commonly referred to as "spam"; or
(vi) attempt to affect the performance or functionality of any computer facilities of or accessed through the Software.

(b) Breaching this provision may constitute a criminal offense and the Supplier will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
(c) The Supplier will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect the Customer's computer equipment, computer programs, data or other proprietary material due to the Customer's use of the software.

(a) The Supplier's privacy policy Our privacy policy, which sets out how we will use Customer information, can be found here. By using the Software, the Customer consents to the processing described the privacy policy.
(b) A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.
(c) A party will not be in breach of subclause (a) in circumstances where it is legally compelled to disclose the other party's Confidential Information.
(d) Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party's Confidential Information.
(e) Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.
(f) This clause will survive the termination of this agreement.

(a) Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
(b) In addition to paying the Licence Fee and any other amount payable or in connection with this agreement (which is exclusive of GST), the Customer will:
pay to the Supplier an amount equal to any GST payable from any supply by the Supplier in respect of which the Licence Fee or any other amount is payable under this agreement; and
make such payment either on the date when the Licence Fee is due or within 7 days after the Customer is issued with a tax invoice, whichever is the later.
(c) The Supplier must, within 28 days of request from the Customer, issue a tax invoice (or an adjustment note) to the Customer for any supply under or in connection with this agreement.
(d) The Supplier will promptly create an adjustment note for (and apply to the Commissioner of Taxation for) a refund, and refund to the Customer, any overpayment by the Customer for GST but the Supplier need not refund to the Customer any amount for GST paid to the Commissioner of Taxation unless the Supplier has received a refund or credit for that amount.

(a) Entire agreement

This agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the Software. No addition to or modification of any provision of this agreement shall be binding upon the parties unless made by written instrument signed by a duly authorised representative of the party.

(b) Notices

All notices which are required to be given under this agreement must be in writing and must be sent to the email address of the recipient. Any notice may be delivered by hand or by prepaid letter or email. Any such notice will be deemed to have been served when delivered (if delivered by hand) or 48 hours after posting (except by prepaid letter) or when on transmission by the sender (if sent by facsimile) or (if sent by email and unless agreed otherwise), when the email enters the recipient's mail server.

(c) Assignment

Neither party shall assign, whether in whole or part, the benefit of this agreement or any rights or obligations hereunder, without the prior written consent of the other party.

(d) Governing law

This agreement shall be governed by and construed in accordance with the laws for the time being in force in Victoria and the parties agree to submit to the jurisdiction of the courts and tribunals of that Victoria.

(e) Waiver

No forbearance, delay or indulgence by a party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.

(f) Variation

No variation of this agreement will be effective unless in writing and signed by both parties.

(g) Severability

Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement.

(h) Dispute resolution

Any dispute or difference arising in connection with this agreement shall be submitted to arbitration in accordance with, and subject to, the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators and Mediators, Australia. During such arbitration, both parties may be represented by a duly qualified legal practitioner.

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