Software Supply Terms & Conditions (Draft – For Legal Review)
Governing Law: South Australia, Australia

1. Definitions
In these Terms:

“Supplier” means the entity providing the Software.

“Customer” means the entity acquiring rights to use the Software.

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

“Services” means installation, configuration, support, maintenance, training, or other professional services provided by the Supplier.

“Agreement” means these Terms & Conditions and any associated proposal, quote, statement of work, or order form.

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

2. Scope of Supply
2.1 The Supplier will provide the Software and any agreed Services as set out in the applicable order or statement of work.
2.2 The Customer acknowledges that the Software is supplied as‑is subject to the licence terms in this Agreement.

3. Licence Grant
3.1 The Supplier grants the Customer a non‑exclusive, non‑transferable licence to use the Software for its internal business purposes.
3.2 The Customer must not:

copy, modify, adapt, or create derivative works of the Software;

reverse engineer, decompile, or attempt to access source code except to the extent permitted by law;

sublicense, distribute, or make the Software available to third parties without written consent.
3.3 All intellectual property rights remain the exclusive property of the Supplier.

4. Delivery & Installation
4.1 The Supplier will deliver the Software electronically or via other agreed means.
4.2 Installation, configuration, or integration services are only included where expressly stated.
4.3 The Customer is responsible for ensuring its environment meets the Supplier’s technical requirements.

5. Support & Maintenance
5.1 Support services (if included) will be provided during the hours and channels specified in the Agreement.
5.2 Maintenance may include patches, bug fixes, and minor updates.
5.3 Major upgrades or new modules may be subject to additional fees unless otherwise agreed.

6. Fees & Payment
6.1 Fees are as specified in the relevant quote or order.
6.2 Unless stated otherwise, all fees are exclusive of GST and payable within 30 days of invoice.
6.3 Late payments may incur interest at the maximum rate permitted under South Australian law.
6.4 The Supplier may suspend access to the Software for overdue accounts.

7. Customer Obligations
7.1 The Customer must:

ensure authorised users comply with this Agreement;

maintain adequate security controls to prevent unauthorised access;

provide reasonable cooperation for support and maintenance activities.
7.2 The Customer warrants that it has the right to provide any data or materials supplied to the Software.

8. Data & Privacy
8.1 The Supplier will handle personal information in accordance with applicable Australian privacy laws.
8.2 The Customer retains ownership of its data.
8.3 The Supplier may collect usage analytics for performance, security, and product improvement purposes.

9. Confidentiality
9.1 Each party must keep the other party’s Confidential Information secure and not disclose it except as required by law or with written consent.
9.2 Confidentiality obligations survive termination.

10. Warranties
10.1 The Supplier warrants that it has the right to licence the Software.
10.2 To the maximum extent permitted by law, the Supplier excludes all other warranties, including fitness for purpose, uninterrupted operation, or error‑free performance.
10.3 Nothing in this Agreement limits rights under the Australian Consumer Law (ACL).

11. Limitation of Liability
11.1 To the extent permitted by law, the Supplier’s liability for any claim arising under this Agreement is limited to:

the amount paid by the Customer in the preceding 12 months; or

supplying the Services again.
11.2 The Supplier is not liable for indirect, consequential, or special loss, including loss of profit, revenue, or data.
11.3 These limitations apply except where prohibited by the ACL.

12. Term & Termination
12.1 This Agreement commences on acceptance of the order and continues until terminated.
12.2 Either party may terminate for material breach not remedied within 30 days of notice.
12.3 Upon termination:

the Customer must cease using the Software;

all outstanding fees become immediately payable;

the Supplier may assist with data extraction at standard rates.

13. Intellectual Property Indemnity
13.1 The Supplier will defend claims alleging the Software infringes third‑party IP rights, provided the Customer:

promptly notifies the Supplier;

allows the Supplier to control the defence;

provides reasonable assistance.
13.2 The indemnity does not apply to unauthorised modifications, combinations, or use outside the scope of the licence.

14. Force Majeure
14.1 Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, government actions, or network outages.
14.2 Obligations resume once the event ends.

15. Governing Law
15.1 This Agreement is governed by the laws of South Australia.
15.2 The parties submit to the exclusive jurisdiction of the courts of South Australia.

16. General
16.1 Amendments must be in writing and signed by both parties.
16.2 If any clause is invalid, the remainder continues in force.
16.3 The Agreement constitutes the entire understanding between the parties.