Software Supply Agreement

Governing Law: South Australia, Australia

1. Parties

This Agreement is between:

Supplier: [Your Company Name], ABN [●], located in Adelaide, South Australia.

Customer: The entity identified in the relevant Order Form, Proposal, or Statement of Work.

Together, the parties agree as follows.

2. Definitions

“Software” means the executable programs, modules, APIs, configuration files, documentation, updates, and related materials supplied by the Supplier.

“Services” means installation, configuration, support, maintenance, training, consulting, or other professional services.

“Order Form” means any document specifying the Software, Services, fees, and commercial terms.

“Confidential Information” means all non‑public information disclosed by either party.

“Intellectual Property Rights” means all rights in software, documentation, trademarks, patents, trade secrets, and related materials.

3. Scope of Agreement

3.1 The Supplier will provide the Software and any agreed Services as set out in the applicable Order Form.

3.2 The Customer acknowledges that the Software is licensed, not sold.

4. Licence Grant

4.1 The Supplier grants the Customer a non‑exclusive, non‑transferable licence to use the Software for its internal business operations.

4.2 The Customer must not:

copy, modify, or create derivative works;

reverse engineer or attempt to access source code except as permitted by law;

sublicense or distribute the Software without written consent.

4.3 All Intellectual Property Rights remain the exclusive property of the Supplier.

5. Delivery, Installation & Acceptance

5.1 The Supplier will deliver the Software electronically or via other agreed means.

5.2 Installation or configuration is included only where specified.

5.3 Acceptance occurs when the Customer first uses the Software or after 10 business days without written notice of defects.

6. Support & Maintenance

6.1 Support services (if included) will be provided during the hours and channels specified in the Order Form.

6.2 Maintenance may include patches, bug fixes, and minor updates.

6.3 Major upgrades or new modules may require additional fees.

7. Fees & Payment

7.1 Fees are as specified in the Order Form.

7.2 All fees are exclusive of GST.

7.3 Payment terms are 30 days from invoice unless otherwise agreed.

7.4 The Supplier may suspend access for overdue accounts.

8. Customer Responsibilities

8.1 The Customer must:

ensure authorised users comply with this Agreement;

maintain adequate security controls;

provide reasonable cooperation for support and maintenance.

8.2 The Customer warrants that it has the right to provide any data used within the Software.

9. Data, Privacy & Security

9.1 The Supplier will handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

9.2 The Customer retains ownership of its data.

9.3 The Supplier may collect usage analytics for performance, security, and product improvement.

10. Confidentiality

10.1 Each party must keep the other party’s Confidential Information secure.

10.2 Disclosure is permitted only with consent or as required by law.

10.3 Confidentiality obligations survive termination.

11. Warranties

11.1 The Supplier warrants it has the right to licence the Software.

11.2 To the maximum extent permitted by law, all other warranties are excluded.

11.3 Nothing in this Agreement limits rights under the Australian Consumer Law (ACL).

12. Limitation of Liability

12.1 To the extent permitted by law, the Supplier’s liability is limited to:

the fees paid in the preceding 12 months; or

resupply of the Services.

12.2 The Supplier is not liable for indirect or consequential loss, including loss of profit, revenue, or data.

12.3 These limitations do not apply where prohibited by the ACL.

13. Intellectual Property Indemnity

13.1 The Supplier will defend claims alleging the Software infringes third‑party IP rights, subject to Customer cooperation.

13.2 The indemnity does not apply to unauthorised modifications or use outside the licence scope.

14. Term & Termination

14.1 This Agreement commences on acceptance of the Order Form.

14.2 Either party may terminate for material breach not remedied within 30 days.

14.3 Upon termination:

the Customer must cease using the Software;

all outstanding fees become payable;

the Supplier may assist with data extraction at standard rates.

15. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control.

16. Governing Law

This Agreement is governed by the laws of South Australia, and the parties submit to the jurisdiction of South Australian courts.

17. Entire Agreement

This Agreement, together with the Order Form, constitutes the entire agreement between the parties.