SUBSCRIPTION TERMS & CONDITIONS

  1. INTERPRETATION

    1. Definitions

      1. "You, you or your" means the person listed as the Licensee and whose details are provided as Licensee on the checkout page (or other relevant pages) on the Website.

      2. "Website" means e-PayDay Pty Ltd at www.e-payday.com.au, www.freepay.com.au, www.hosted.e-payday.com or such other internet website addresses as the Licensor notifies to you.

      3. "Term" means the date calculated in accordance with clause 7.1.

      4. "Renewed Term" means the date calculated in accordance with clause 7.2.

      5. "Purchase Date" means the day on which you agree to use the Licensed Software.

      6. "Moral Rights" has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

      7. "Licensor" means e-PayDay Pty Ltd (ABN: 87 125 545 717) of Suite 1 'Bella Creek' 11 Creek Street REDCLIFFE QLD 4020 and includes legal personal representatives, successors and assigns.

      8. "Licensed Software" means e-PayDay Business Edition owned by the Licensor and delivered to you by the Licensor pursuant to this Agreement including:-

        1. the Documentation.

        2. any updates and/or upgrades that from time to time may be made to the Licensed Software by the Licensor, and/or

      9. "Intellectual Property Rights" means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, knowhow and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

      10. "GST" has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax."Force Majeure Event" means any event beyond the control of the relevant party.

      11. "Fees" means the fees expressed in Australian Dollars ($AU) which are currently detailed on www.e-payday.com.au and includes any additional, revised or updated Fees notified by the Licensor, including but not limited to, the fees listed on the Website.

      12. "Expiry Date" means the last day of the Term or any Renewed Term.

      13. "Documentation" means any and all proprietary documentation made available to you by the Licensor for use with the Licensed Software, including any documentation available on the Website or other internet website address.

      14. "Confidential Information" means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

        1. information developed independently by a party.

        2. information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement, and

      15. "Business Day" means Monday, Tuesday, Wednesday, Thursday or Friday other than am day gazetted to be a holiday in Queensland.

      16. "Authorised Officer" means a director, secretary or manager.

      17. "Agreement" means this Software Licence Agreement.

    2. AGREEMENT

      1. In this Agreement, unless the context otherwise requires:-

        1. Interpretation of this Agreement

        2. in calculating time under this Agreement the term "day" means calendar day. If any period of time expires on a Saturday, Sunday or gazetted holiday for the City of Brisbane, then the period will be taken to expire on the next Business Day.  The term "year" means a calendar year of 365 or 366 days as the case may be.

        3. a consent or notice is to be in writing unless otherwise stated;

          1. Unless expressed to the contrary:-

          2. a reference to:-

            1. all parties or clauses is a reference to the parties or clauses of or to this Agreement;

            2. any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

            3. writing includes any mode of representing or reproducing words in tangible and permanently visible form and includes facsimile transmissions;

            4. $ or "dollars" is a reference to the lawful currency of Australia;

            5. time is to local time in Queensland;

            6. an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;

            7. a right includes a benefit, remedy, discretion, authority or power;

            8. a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments and replacements of any of them;

            9. a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;

          3. if a word or phrase is defined, cognate words and phrases have corresponding definitions;

            1. words importing:-

              1. the singular includes the plural and vice versa;

              2. any gender includes the other genders.

  2. GRANT OF LICENCE

    1. e-PayDay Pty Ltd ("Licensor") grants you ("Customer") a nonexclusive, perpetual license to use the e-PayDay software ("e-PayDay® Business Edition") during the Term (or any Renewed Term);

      1. Single User License

        1. Solely on a single central processing unit owned or leased by you ("The Customer").

      2. Multiple-Users License:

        1. installed in a single location on a hard disk or other storage deviceof up to the number of computers owned or leased by for which license fee has been paid or

        2. provided the Software is configured for network use, installed on a single file server for use on a single local area network for either(but not both) of the following purposes:

        3. permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers

        4. use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers.

      3. You may only use the extensions contained in the Software:

      4. During the Trial Period, or

      5. for which You ("The Customer") have paid a license fee and received a Extenstion Activation Key.

    2. The Licensor, in its absolute discretion, may permit you to use the Licensed Software in another manner other than as set out in clause 2.1 (for example, if you require the Licensed Software to be uninstalled and re-loaded onto a separate computer) provided that you:

      1. are not in breach of this Agreement;

      2. contact the Licensor to make appropriate arrangements for the proposed usage; and

      3. pay to the Licensor any additional Fees that may be required.

    3. The licence referred to in clause 2.1 of this Agreement is active from the Purchase Date until the Expiry Date/You must not:

      1. use the Licensed Software for any purpose or in any manner other than as set out in clause 2.1;

      2. use the Licensed Software in any way that could damage the reputation of the Licensor or the goodwill or other rights associated with the Licensed Software;

      3. permit any third party to use the Licensed Software other than as set out in clauses 2.2 and 2.3;

      4. permit any person to link to any page containing any part of the Licensed Software (including via a hyperlink or RSS feed) without e-PayDay's written consent;

        1. except as expressly permitted by this Agreement, and except to the extent that applicable laws, including the Copyright Act 1968 (Cth), preventing the Licensor restraining you from doing so:

          1. reproduce, make error corrections to or otherwise modify or adapt the Licensed Software or create any derivative works based upon the Software;

          2. de-compile, disassemble or otherwise reverse engineer the Licensed Software or permit any third party to do so; or

          3. modify or remove any copyright or proprietary notices on the Licensed Software.

  3. COPIES

    1. Subject to clause 2, you may make copies of the Licensed Software in executable code form as necessary for use by you and for archive purposes.

    2. If copies are made of the Licensed Software (in whole or part) in accordance with clause 3.1, you must:

      1. maintain records of the location and use of each copy, in whole or in part of the Licensed Software; and

      2. reproduce and apply the copyright notice and proprietary notice of e-PayDay to all copies (in whole or in part).

  4. DELIVERY AND INSTALLATION

    1. e-PayDay shall deliver the Licensed Software and the Documentation to you on the Purchase Date after receipt of the Fees.

    2. The delivery will occur by allowing you to download the Licensed Software from the Website.

    3. You must ensure that the computer equipment on which the Licensed Software is to be installed is in good, up to date working order and operating condition at all times during this Agreement.

  5. TERM

    1. This Agreement begins on the Purchase Date and continues for one year (or one month dependant on the product purchased) unless terminated earlier in accordance with its terms or extended pursuant to clause 7.2.

    2. This Agreement will renew for one additional year (or one month dependant on the product purchased) at the end of each current Term when you:

      1. notify your intention to renew this Agreement by ordering online and agreeing to the Online Shop Terms and Conditiions, obtaining an invoice or completing a physical order form the Licensed Software; and

      2. make payment to e-PayDay of the applicable Fees.

    3. For each Renewed Term, e-PayDay will determine, in its absolute discretion, the Fee for that Renewed Term.

    4. e-PayDay will give you notice that this Agreement will end before the Expiry Date.

  6. MAINTENANCE AND SUPPORT

    1. You acknowledge that

      1. Support is only included with a commercial (paid) subscription. If you use e-PayDay® FREEPAY, you acknowledge that support is available to purchase as a once off incident and no free support is provided.

      2. it is necessary for e-PayDay to obtain information from you to be able to provide maintenance and support in respect of the Licensed Software in accordance with this clause 6.

      3. During the Term, and any Renewed Term, e-PayDay will provide you with the following maintenance support and services with respect to the Licensed Software:

        1. error corrections;

        2. product updates;

        3. telephone assistance and

        4. Online or Remote Access assistance with your approval via Techinline which is inbuilt in the e-PayDay® Desktop software, Teamviewer or our own remote access resources for e-PayDay® Hosted.

          1. It as a prerequisite that you must have a Broadband internet connection as support is only provided by a Remote Access connection to your computer. To facilitate this secure connection you must authorize access to our computer when requested by e-PayDay Support Personnel.

          2. In the event that we are unable to remotely access your computer and it is required to resolve your query, we will ask you to call us back when your internet connection is back up and running.

        5. We can only assist you if you do not have an internet connection if

          1. Your question can be answered by directing them to the relevant section of the On-Line Help (especially at End-Of-Financial Year (EOFY), or

            1. You will receive an e-mail response from software@e-payday.com.au which will provide you with the documentation links for you to follow. If further assistance is required after following the Online Help link, simply respond to our email to advise and we will contact you by telephone as soon as we are available.

        6. If you do not require access to e-PayDay to resolve your query.

        7. e-PayDay will generally be available to provide telephone assistance on Business Days from 10:00 am to 4:00 pm AEST. e-PayDay will use reasonable endeavors to resolve any problems you may experience with the Licensed Software but does not guarantee that telephone and remote access assistance will be successful, in whole or in part for resolving a problem with the Licensed Software.

    2. MAINTENANCE AND SUPPORT does NOT include;

      1. IT Assistance (eg. remapping new servers)

      2. Onsite (at your physical location) support

      3. Training

      4. Data Entry / Data Fixes

      5. Set Up assistance

      6. Payroll Advice: e-PayDay® Payroll Support Personnel are not registered Taxation or BAS agents and therefore are unable to provide payroll advice. They will assist you in the use of the software in obtaining your desired outcome based on advice provided to you by your Accountant or Bookkeeper.

    3. During the Term and any Renewed Term, the Licensor will also notify you about upgrades or updates to the Licensed Software that are made from time to time.

    4. After the Expiry Date you will:

      1. be able to access your information stored in the Licensed Software including employee data, reports, and other relevant information.

      2. be prevented from posting any pay runs within the Licensed Software, and

      3. not be provided with maintenance and support under this clause 6.

  7. PAYMENT

    1. You must pay e-PayDay the relevant Fees on the Purchase Date for the Term.

    2. You must pay e-PayDay the relevant Fees for any Renewed Term on or before the Expiry Date.

    3. The Service is billed annually (or monthly dependant on the product purchased).

    4. Payment can be made by Direct Debit, Direct Debit (EFT) or Credit/Debit Card.

    5. Under the Online Shop Terms and Conditiions, this payment may be automatically deducted from your nominated Credit/Debit Card or Bank Account (annually or monthly) where agreed.

    6. All e-PayDay Pty Ltd invoices will be emailed to you and you are responsible for payment of all taxes, levies and duties in addition to the Subscription Fee.

    7. All invoices will include the Subscription Fee and are paid in advance for the period of use.

    8. e-PayDay Pty Ltd will continue invoicing you Annually (or monthly dependant on the product purchased) until this Agreement is terminated in accordance with clause 17.

    9. e-PayDay will allow you to reactivate this Agreement by paying any outstanding fees for any Renewed Term.

    10. There are no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account (this also applies for the Annual Subscription). In order to treat everyone equally, no exceptions will be made.

    11. If your Credit/Debit card is declined, we will advise you by email and phone and you will be provided with 14 days to resolve non-payment.

      1. If your payment remains outstanding after 7 days, a Non-Payment Fee ($10.00 as at 1 July 2017 and subject to change without notice) is applicable

      2. We will suspend or terminate your e-PayDay® Subscription as per clause 17 where your payment remains outstanding for more than 14 days.

  8. GST

    1. All amounts payable under this Agreement are inclusive of GST.

  9. SECURITY

    1. You acknowledge that no data transmission over the internet can be guaranteed as totally secure.  While e-PayDay will attempt to protect such information, e-PayDay does not warrant and cannot ensure the security of any information which you transmit to e-PayDay.  Accordingly, any information which you transmit to e-PayDay is transmitted at your own risk. Once e-PayDay receives your transmission, it will take all reasonable steps to preserve the security of such information.

    2. You are solely responsible for the security of all user names and passwords used by you to access the Website and conduct any transaction available via the Website and/or to use the Licensed Software. e-PayDay will not be responsible for any unauthorised access to the Website or misuse of any user names or passwords.

    3. Any information you store within the Licensed Software will be Confidential Information. e-PayDay will only access this information with your knowledge and consent for the purposes of providing maintenance and support services under clause 5 of this Agreement.

    4. You must notify e-PayDay Pty Ltd of any changes in user name or password or any suspected or actual unauthorised access to a user name or password.

    5. You must not compromise e-PayDay's security environment or service availability for example by (but not limited to) hacking, denial or service attacks.

  10. INTELLECTUAL PROPERTY RIGHTS

    1. Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights.

    2. The original and any copies of the Licensed Software, made by you, including translations, compilations, partial copies, modifications, and updates are the property of the Licensor.

    3. You acknowledge that:

      1. The Software is owned by e-PayDay nd sis protected by copyright laws, international treaty provisions, and all other national applicable national laws;

        1. Aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of e-PayDay.

        2. e-PayDay owns all Intellectual Property Rights in the Licensed Software;

    4. You agree;

      1. that you will not directly or indirectly do anything that would or might invalidate or put in dispute e-PayDay's title in the Licensed Software.

      2. Not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of e-PayDay.

      3. To implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with e-PayDay.

      4. You must not directly or indirectly do anything that would or might invalidate or put in dispute e-PayDay's title in the Licensed Software or any of e-PayDay's registered or unregistered trade marks.

      5. You must comply with e-PayDay's reasonable usage guidelines and directions with respect to the Licensed Software as notified to you from time to time.

    5. If any person makes any claim alleging that any of the Licensed Software (or use of the Licensed Software) infringes any Intellectual Property Rights or Moral Rights of any person, you must:

      1. promptly notify e-PayDay in writing;

      2. not make any admissions or take any action in relation to the claim without e-PayDay's written consent;

      3. permit e-PayDay control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the claim; and

      4. cooperate with, assist and act at all times in accordance with the reasonable instructions of e-PayDay, in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

    6. You may:

      1. Make one (1) archival copy of the Software provided.

      2. Transfer the Software to a single hard disk.

      3. Transfer your rights under this Software License Agreement on a permanent basis provided the recipient agrees to the terms of this Agreement.

    7. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT:

      1. COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION.

      2. MODIFY THE SOFTWARE.

      3. REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE.

      4. RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.

  11. AUDIT

    1. You grant e-PayDay (or its nominated auditor) he right to examine your computer/s normal business hours to verify compliance with the above provisions.

    2. You will give the Licensor (or its nominator auditor) reasonable assistance in conducting the audit.

    3. In the event such audit discloses that the Permitted Number of Computers is exceeded, You shall promptly pay e-PayDay Pty Ltd the appropriate licensee fee for the additional computers or users.

    4. e-PayDay may terminate this license for failure to pay the required license fee.

  12. WARRANTIES

    1. Each party warrants to the other that it has the right and ability to enter into this Agreement and that this Agreement will be legally binding on it.

    2. You accept that you must take your own precautions to ensure that the process which you employ for accessing the Website and receiving the Licensed Software does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system.

    3. To remove any doubt, e-PayDay does not accept responsibility for any interference or damage to your computer system which arises in connection with your use of the Website, any linked website or the Licensed Software.

    4. e-PayDay warrants to you that the Licensed Software will meet the description as specified on www.e-payday.com.au

    5. The Licensed Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS.

    6. In no event does e-PayDay warrant that:

      1. connections to its online activation server as this may be dependent upon third party networks and security measures over which e-PayDay has no control

      2. the use or other operation of the Licensed Software or the result of such operation in terms of correctness, accuracy, reliability or otherwise; or

      3. the operation of the Licensed Software will be uninterrupted or error free;

      4. the functions contained in the Licensed Software will meet your requirements;

    7. The Licensor warrants that for a period of 30 days from the Purchase Date the:

      1. the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and

      2. Licensed Software, when used in accordance with the Documentation, will substantially provide the functions and facilities and will perform substantially as described in the Documentation.

    8. If you notify the Licensor within the period specified in clause 12.7 that the Licensed Software does not meet the warranties provided, the Licensor will attempt to replicate and verify such non-conformance and:

    9. may issue a fix, patch or update to correct the non-conformance; orallow you to return the Licensed Software to the Licensor in good condition and refund the Fees paid to it under the Agreement.

      1. This warranty does not apply;

        1. to any beta, trial or fee software

        2. to any software made available for testing or demonstration purposes

        3. any temporary software modules and software for which e-PayDay does not receive a license fee.

        4. if the software has been altered, except by e-PayDay.

        5. if the software has not been installed, operated, repaired, or maintained in accordance with instructions supplied by e-PayDay.

        6. if the software has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident

        7. if the software is used in ultrahazardous activities.

    10. EXCLUSION OF OTHER WARRANTIES

      1. To the fullest extent permitted by law, and except as expressly contained in the Agreement, all conditions and warranties, whether express or implied, are hereby excluded.

      2. When a condition or warranty is incapable of exclusion, to the fullest permitted by law the liability of e-PayDay shall be limited to either:

Replace the Software or supply equivalent software; or

Cover the cost of replacing the Software or of acquiring equivalent software.

  1. LIABILITY

    1. To the full extent permitted by law, e-PayDay excludes all:

      1. liability in respect of loss of data, interruption of business or any consequential or incidental damages; and

      2. representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

    2. The Licensor's total aggregate liability for all claims relating to this Agreement is limited to the Fees payable under this Agreement.

    3. Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

    4. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, the Licensor limits its liability in respect of any claim to, at the Licensor's option,

      1. in the case of goods:

        1. the replacement of the goods or the supply of equivalent goods;

        2. the repair of the goods;

        3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or

        4. the payment of having the goods repaired, and

      2. in the case of services:

        1. the supply of the services again; or

        2. the payment of the cost of having the services supplied again.

      3. The information contained in the Licensed Software may contain features designed to assist you in complying with the requirements of relevant taxation legislation. The legislation is always subject to change the Licensed Software may not be correct at the date upon which you use the Licensed Software.

      4. The Licensor does not warrant that the Australian Taxation Office or your country will agree with the calculations in the Licensed Software.

      5. The information and assistance contained in the Licensed Software is not a substitute for professional advice.  The relevant legislation is complex and legal and accounting advice should be obtained before taking any action in reliance on the Licensed Software.

  2. INDEMNITY

      1. You agree to indemnify the Licensor in respect of any liability incurred by the Licensor for any loss, cost, damage or expense howsoever caused, or suffered by the Licensor as a result of your breach of this Agreement.

  3. FORCE MAJEURE

    1. The Licensor will not be liable to you or any other party claiming through you in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of Force Majeure, namely, circumstances beyond the control of the Licensor which prevent or limit the Licensor's ability to perform its obligations under this Agreement.

  4. TERMINATION

    1. A party may terminate this Agreement by providing a minimum of 30 days written notice to e-payday@outlook.com, including your Software Client Number (SCN) and reason for termination.

    2. If your subscription is paid annually, your subscription will be canceled upon expiry.

    3. If your subscription is paid monthly, a confirmation email will be sent to you regarding any final deduction/s required.

  5. CONSEQUENCES OF TERMINATION

    1. If this Agreement is terminated or expires for any reason, then, in addition, and without prejudice to any other rights or remedies available:

      1. the parties are immediately released from their obligations under the Agreement except those obligations in clauses 8, 11, 12, 13, 14 and 18, and any other obligations that, by their nature, survive termination

each party retains the claims it has against the other.

      1. If this Agreement is terminated or expires for any reason, you agree that:

        1. You shall have no right to a refund of the whole or any part of the license fees or other amounts paid for this license (except as expressly provided in this Agreement) and

        2. You will destroy all copies of Software, however, may keep the data files for future inquiries.

  1. CONFIDENTIALITY

    1. A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

    2. A party may:

      1. use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and

      2. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

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

    4. Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of the Licensor's request or on termination of this Agreement for any reason.

    5. TIME OF THE ESSENCE

      1. In every circumstance, time is of the essence of this Agreement.

  2. NOTICES

    1. A communication in connection with this Agreement may be given by an authorised officer of the relevant party or the solicitors for the relevant party;

    2. must be in writing;

    3. must be left;

      1. at the address of the addressee in Australia, or sent by prepaid ordinary post to the address of the addressee in Australia or

      2. by email

      3. Addresses for service of communication for the Licensor are as follows:-

      4. Name: e-PayDay Pty Ltd

      5. Address: Suite 1 , 'Bella Creek' 11 Creek Street, REDCLIFFE QLD 4020;

      6. Address: PO Box 500, REDCLIFFE QLD 4020

      7. email: e-PayDay@outlook.com

      8. Addresses for service of communication for you are the details you provide us upon the purchase of the Licensed Software.

  3. GOVERNING LAW AND JURISDICTION

    1. This Agreement is to be governed and determined in accordance with the law of the State of Queensland and the parties submit to the jurisdiction of the Courts of that State with respect to any proceedings which may be brought at any time relating to this Agreement.

  4. ENTIRE AGREEMENT

    1. Except to the extent set out in this Agreement:-

      1. this Agreement constitutes the entire agreement between the parties with respect to its subject matter and contains all of the representations, undertakings, warranties, covenants, agreements and deeds of the parties;

      2. this Agreement supersedes all prior negotiations, contracts, arrangements, understandings, agreements and deeds with respect to the subject matter of this Agreement;

      3. there are no representations, undertakings, warranties, covenants or agreements or deeds between the parties, express or implied, except as contained in this Agreement.

  5. DISCLAIMER

    1. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

    2. You acknowledge:

      1. that no promise, representation, warranty or undertaking has been made or given by e-PayDay Pty Ltd ("Supplier") or any person on its behalf in relation to any consequences or benefits to be obtained from the delivery or use of the Software.

      2. that you have relied on your own skill and judgment in deciding to acquire the Software and any accompanying hardware.

      3. under no circumstances shall e-PayDay Pty Ltd be liable for any loss, damage or injury (including without limitation any loss of profit, indirect, consequential or incidental loss, damage or injury) arising from the supply or use of the Software, accompanying hardware and written materials.

      4. under no circumstances shall e-PayDay Pty Ltd be liable for any failure by e-PayDay Pty Ltd to perform any obligations or observe any terms of this Agreement.

  6. VARIATION

    1. A provision of or a right created by this Agreement may not be varied except in writing signed by the party or parties to be bound.

  7. EXERCISE OF RIGHTS

    1. A party may exercise a right under this Agreement at its discretion, and separately or concurrently with another right.

    2. A single or partial exercise of a right by the party does not prevent a further exercise of that or any other right.

    3. Failure by the party to exercise, or delay in exercising a right does not prevent its exercise.

  8. PRESERVATION OF ACCRUED RIGHTS

    1. The expiration, termination or determination of this Agreement:-

      1. will not affect the provisions expressed or implied to operate or have effect after expiration, termination or determination;

      2. will be without prejudice to any right of action already accrued to a party in respect of a breach of this Agreement by another party.

  9. INVALIDITY

    1. If any term, clause or provision of this Agreement is invalid for any reason, that invalidity will not affect the validity or operation of any other term, clause or provision of this Agreement except to the extent necessary to give effect to that invalidity.

  10. JOINT AND SEVERAL LIABILITY

    1. If an obligation is to be performed by a person for or with another person, each person will be both jointly liable with the other person and severally liable on its own account to perform the obligation.  A release given to the other person shall not release the other from any obligation. The granting of time or any other indulgence to another person will not release the person from its obligations under this Agreement.

  11. ACT OR OMISSION

    1. In this Agreement, the reference to act or omission by a party includes:-

      1. if a party comprises more than one person, an act or omission by any one or more of those persons;

      2. permitting or allowing by the party of an act or omission; and

      3. an act or omission of an employee (whether or not acting within the scope of his employment), agent, contractor or invitee of the party.

  12. ASSIGNABILITY AND SUCCESSORS

    1. This Agreement is personal to you and you may not assign, novate or otherwise transfer any of your rights or obligations under this Agreement without the Licensor's prior written consent.

  13. NO PARTNERSHIP OR AGENCY

    1. This Agreement does not create any partnership, joint venture or agency relationship between the parties.

  14. DUTY AND COSTS

    1. All duty and registration fees payable on this Agreement and on any instruments of transfer, agreements or other documents referred to in or contemplated by this Agreement must be paid by you.  You must indemnify and keep indemnified all other parties to this Agreement with respect to those costs and any consequential costs.

  15. FURTHER ACTS

    1. If requested by another party, each party must promptly do everything reasonably necessary (including the execution of documents) to give effect to this Agreement.

  16. AUTHORITY

    1. Every person entering this Agreement as an Authorised officer, attorney, agent, trustee or in any other representative capacity warrants they have unrestricted authority to enter into this Agreement.

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