objective

Objective Terms of Service

Subscription Licensed Software Agreement

Last updated: 30 October 2020

IMPORTANT NOTE: This is a copy of the Objective license terms and conditions for Objective’s subscription software solutions (“Agreement”). For Customers who subscribe by an online purchase transaction it appears for review before clicking acceptance of the terms and completing the online purchase. For Customers who subscribe by signing a Software Order Form or other formal signed instrument it is published online at www.objective.com for review before signing. Please read this Agreement carefully before becoming a subscriber to Objective’s software solutions.

THANKYOU FOR CHOOSING OBJECTIVE LICENSED SOFTWARE

IN CONSIDERATION of the covenants in this Agreement Objective and the Customer agree as below.

  1. Scope of this Agreement
  1. This Agreement governs the Customer’s subscription to the Licensed Software identified in the Customer’s Buying Record. The Buying Record will set out the specific Licensed Software, Licence Period, Licence Volume, Support Service and Charges for the Customer and is incorporated into this Agreement.
  1. Objective may, at its discretion, make available future releases of the Licensed Software. The terms of this Agreement will govern any new releases of the Licensed Software.
  1. Capitalised terms used throughout this Agreement are defined in clause 16.
  1. The Licensed Software is further described in the Documentation and the Support Service is further described in the Support Handbook.
  1. This Agreement does not apply to Objective’s cloud-based solutions, access to which will require a separate cloud-based contract with Objective.
  1. This Agreement does not apply to Objective’s consultancy or professional services, access to which will require a separate professional services-based contract with Objective.
    1. Subject to the terms of this Agreement Objective licences the Licensed Software to the Customer on the following basis:
    • The licence grant is a personal, non-exclusive, non-transferable and non-sublicensable subscription (i.e time-limited) licence to download, install, use and run the Licensed Software for the Licence Period, strictly for Customer’s own business purposes and by not more than the maximum Licence Volume, in object code form only and subject to the restraints in this Agreement.
    • The Customer’s use must not exceed permitted use under any applicable copyright legislation.
    • The Customer is authorised to make the following copies:
    • one (1) copy of the Licensed Software, strictly as part of Customer’s backup and archival purposes for use in Customer’s own passive disaster recovery or business continuity processes;
    • as many copies of the Documentation as are reasonably necessary for the authorised use of the Licensed Software in accordance with the terms of this Agreement;
      • The identical copyright notices and any other proprietary rights notices found on the original Licensed Software and Documentation must be reproduced on all copies authorised under this Agreement; and
      • Objective will have no obligations or responsibility under this Agreement for issues caused by Customer’s use of any third-party hardware or software not expressly licensed by Objective.
      • Use of any of the words “acquire”, “acquisition”, “purchase”, “sell”, “buy” or “buying” in this Agreement is a reference to a grant of licence only and not to outright purchase. The Licensed Software is licensed, not sold, and Objective retains ownership of the Licensed Software and reserves all rights not expressly granted to the Customer in this Agreement.
      1. The Licence Period commences on acceptance which occurs:
      • where the Customer buys licences online, when Objective successfully receives the payment;
      • where the Customer signs a Software Order Form or any variation document, on the date of signing or earlier specified date if agreed by Objective; or
      • where the Customer starts a free trial online, on the first date of that free trial period.
        • Named User volume in which case the Customer can launch and run the Licensed Software for the restricted number of Users equivalent to or less than the number of licences that have been acquired. The licence is not offered on a concurrent basis; or
        • Enterprise or site-wide volume in which case the Customer can launch and run the Licensed Software for the non-stipulated number of Users equivalent to or less than the upper limit of users set by Objective for that enterprise or site.
          • exceed the Licence Volume without first paying Charges for such excess use;
          • use the Licensed Software to provide any services to third parties such as business process outsourcing, service bureau services or training, nor will Customer use the Licensed Software for any purpose other than its internal business purposes;
          • modify, enhance, improve, adapt, alter, translate, publish or create derivative works from the Licensed Software and/or Documentation;
          • copy the Licensed Software in any form or from any media or download, whether in source or object code form in excess of the express number and type of copies permitted in this Agreement;
          • merge or otherwise subsume the Licensed Software and/or Documentation within or with other software and/or documents or permit the Licensed Software and/or Documentation to be combined with any other programs to form a combined work;
          • give, perform, deliver, display, distribute, licence, sub-licence, sell, lease, rent or loan the Licensed Software and/or Documentation, or any part thereof, or otherwise encumber the Licensed Software and/or Documentation in any way, to any third-party whether associated with Customer or not, or otherwise delegate or subcontract any or all of Customer’s rights or obligations arising out of the grant of licence, or transfer, assign or novate the Licensed Software and/or Documentation or provide access or use of the Licensed Software or any part, module, feature or function to any third-party or third-parties;
          • reverse engineer, reverse compile, decompile, disassemble, or otherwise attempt to derive the source code or create derivative works from the source code for the Licensed Software;
          • open, break, crack, scan, read or otherwise violate any protected file relevant to the installation activity for Licensed Software. To avoid doubt, access to protected files by the Licensed Software itself as part of its normal operation is not prohibited;
          • use the Licensed Software for competitive analysis or to build competitive products;
          • publish the results of any performance or benchmark tests run on the Licensed Software or any component or module of the Licensed Software;
          • remove or alter or obscure any proprietary labels or notices from the Licensed Software and/or Documentation;
          • use the Licensed Software and/or Documentation in furtherance of the planning, construction, maintenance, operation or use of any nuclear facility or for the flight, navigation or communication of aircraft or ground support equipment, or for any other purpose outside of the scope of this Agreement without Objective’s prior written consent;
          • use the Licensed Software and/or Documentation in contravention of current local, state or territory, federal, foreign or international laws and regulations, concerning copyright, defamation, discrimination, threats, indecency and obscenity, and any policies, directives and guidelines relating to information security, data transfer and privacy protection affecting Customer; and/or
          • encourage or assist or participate in any way with any third-party to do any of the foregoing.
            • be responsible for all information and records inputted to the Licensed Software;
            • observe the Licence conditions at all times and avoid any and all infringement of Objective’s Intellectual Property Rights;
            • be responsible for all environments in which the Licensed Software is installed update and maintain the accuracy of the information about Customer’s use of the Licensed Software;
            • allocate and monitor Users of the Licensed Software and Support Contacts;
            • protect passwords for any authorised use of the Licensed Software; and
            • ensure Support Contacts are the only Users who contact the Support Centre for Support Service. To be clear the Support Service is focused on Licensed Software functionality and not to be used as a training substitute.
              1. The Licence Period starts as set out in clause 2.2 and is in effect for the Term of this Agreement in clause 3.2.
              1. The Term of this Agreement is the Initial Term plus, if applicable, any Extended Term(s), subject to early termination in accordance with this Agreement.
              1. This Agreement will automatically extend for one (1) year periods (“Extended Term(s)”) unless the Customer cancels an extension in time as set out in clause 3.5. Objective will notify the Customer of a proposed Extended Term and the applicable annual-in-advance subscription Charges for that extended period before the end of the Customer’s current Licence Period. The Customer will have the option to allow the Extended Term to come into effect or, alternatively, prevent the Extended Term from coming into effect by following the process in clause 3.5.
              1. The Customer can prevent an Extended Term from coming into effect as follows:
              • Where the Customer has purchased Licensed Software online, by cancelling the extension through the Customer’s Online Account at least thirty (30) days before the end of the current Licence Period; and
              • Where the Customer has purchased Licensed Software using a signed Software Order Form by notifying Objective in writing of the election to cancel to be received at Objective at least thirty (30) days before the end of the current Licence Period.
                1. If the Customer does not elect to stop an Extended Term within time then the Extended term automatically comes into effect pursuant to clause 3.3 and the Customer must pay to Objective the annual-in-advance Charges for the Extended Term in accordance with this Agreement and the Buying Record.
                  1. The Licensed Software is supplied based upon the Licence Volume at the Commencement Date, not on a consumption basis, so the Licence Volume operates as both a floor and a limit. If Customer does not reach the Licence Volume set out in the Software Order Form that does not oblige Objective to reduce its Charges. If the Customer wishes to reduce Licence Volume the Customer must follow the process in clause 6.14.
                  1. During the Licence Period Customer may request Objective to increase Customer’s Licence Volume by granting Additional Licences as follows:
                  • Where the Customer has purchased Licensed Software online, through the Customer’s Online Account;
                  • Where the Customer has purchased Licensed Software using a signed Software Order Form, by seeking a documented change or variation from Objective through the Customer’s allocated Objective Account Manager.
                    1. If Customer does exceed the Licence Volume at any time Objective may bill the Customer as if a request for Additional Licences pursuant to clause 4.2 had been made and Customer will pay the relevant invoice for the Additional Licences promptly after receipt.
                    1. Objective may, at least once per annum during the Term, conduct an on-site or remote audit of Customer’s use of the Licensed Software to ensure compliance with the Licence Volume and Customer will cooperate reasonably with such audit. If an audit reveals the Customer has exceeded the Licence Volume in contravention of the licence conditions at clause 2 then Objective may invoice in accordance with clause 6.10 and Customer will pay the invoice promptly after receipt.
                        1. All Charges for Licensed Software and Support Service are annual-in-advance and will be set out in the Buying Record.
                        1. All payable sums are shown exclusive of Tax unless otherwise stipulated and Customer must pay Objective the Tax-exclusive amount and the amount of Tax imposed at the same time.
                        1. Objective will provide a Tax Invoice(s) to Customer for payment of the Charges.
                        1. Customer will pay each Tax Invoice rendered as follows:
                        • Where the Customer has purchased Licensed Software online, at the time of the purchase transaction i.e on the Commencement Date;
                        • Where the Customer has purchased Licensed Software using a Software Order Form, within thirty (30) days of the Commencement Date in the Software Order Form.
                          1. If Customer reasonably considers that a Tax Invoice has been incorrectly rendered by Objective, Customer must pay the undisputed portion of the Charges and as soon as practicable and in any event prior to the partial payment, notify Objective of its dispute as to the balance in sufficient detail to enable Objective to understand the basis of the dispute.
                          1. Customer acknowledges and accepts that disputes about Charges must be initiated in a timely manner. Customer may not initiate any dispute over any Charges or part thereof if the relevant invoice was issued three (3) months earlier.
                          1. If Customer has failed to pay any undisputed Charges within the time in clause 6.4 Objective must notify Customer of the lateness and give Customer fourteen (14) days’ notice to make its payment. If Customer has still not paid the undisputed Charges by the end of the late notice period Objective may apply interest on the undisputed Charges at the rate of 3% per annum above the prevailing base lending rate quoted by the National Australia Bank (or, if lower, the highest rate permitted by law) of the unpaid sum which will accrue daily from the end of the late notice period until payment is received. The interest will be calculated weekly and compounded monthly up to the date of actual payment. The Customer will pay interest on demand.
                          1. Charges are not subject to refund except in accordance with law and expressly in accordance with this Agreement.
                          1. The Charges for Additional Licences and Support Service will be Objective’s then-current price list unless other pricing has been stipulated in the Buying Record.
                          1. Objective reserves the right, upon thirty (30) days advance written notice, to pro-rate any annual period and corresponding Charges to align with an end date of 30 June during each year of the Term.
                          1. Further to clause 9, the subscription Charges for each Extended Term year period will automatically be the prior year’s fees uplifted by four per cent (4%) unless otherwise agreed by Objective in the Buying Record.
                          1. For Customers who subscribe online:
                          • the Customer authorises Objective to store the Customer’s payment method(s) in the Online Account and to automatically charge that payment method(s) every year until the Licence Period ends in accordance with this Agreement; and
                          • the Customer may edits the Customer’s payment information any time in the Online Account.
                              1. A Customer’s licence may start with a free trial. Objective may limit eligibility in order to prevent free trial abuse.
                              1. Objective may require the Customer to provide payment details to start the trial. At the end of the trial, Objective may automatically charge the Customer for the licence on the first day following the end of the trial. By providing payment details in conjunction with the trial, the Customer agrees to this charge using such payment details. If the Customer does not want this charge, the Customer must cancel the applicable licence through the Customer’s online account page or terminate its account before the end of the trial period.
                                1. The Customer acknowledges that the Licensed Software may contain analytics functionality to enable Objective to collect, maintain, process and use technical, operational, usage, diagnostic and related information about how the Licensed Software functions (“Analytics Data”).
                                1. The Customer agrees Objective may gather and process Analytics Data in clause 8.1 strictly for the purpose of improving Objective’s software and services and on condition that Objective will ensure all such information is collected and processed in a manner that does not identify the Customer or individual users.
                                  1. Without limiting clause 6.12, Objective may change its public pricing for the Licensed Software and Support Service and its licensing bands from time to time. Public pricing changes do not alter existing Buying Records.
                                  1. If the applicable Tax changes during the Licence Period Objective may adjust the tax-inclusive price for the Customer’s subscription and the Customer must pay the adjusted sum at the next billing date or earlier at Objective’s discretion.
                                  1. The Customer owns all Customer Data input to and generated by the subscription process for the Licensed Software and the operation of the Licensed Software. Objective does not acquire any right, title or interest in Customer Data except a limited licence to access Customer Data strictly as necessary for the purpose of supplying the Licensed Software and Support Service under this Agreement.
                                  1. Intellectual Property in the Licensed Software and all Documentation associated with it is owned or licensed by Objective.
                                  1. Intellectual Property in any and all new material created by Objective related to the Licensed Software and Documentation, including New Releases, vests automatically and immediately upon creation in Objective.
                                  1. Users may provide Objective with comments and feedback (“Feedback”) using the Contact Us form on the Website and the Support Portal and Customer automatically grants, and will ensure Users automatically grant Objective a royalty-free, perpetual licence to use, reproduce, modify and adapt all such Feedback in any manner Objective sees fit without attribution to the individual author of such Feedback.
                                  1. The Customer permits Objective to retain Customer Data (Support) in the Support Portal indefinitely following termination of this Agreement, howsoever that occurs, strictly for Objective’s internal knowledge management purposes and subject at all times to the confidentiality and privacy obligations set out in this Agreement.
                                    1. Each Party will comply with applicable data privacy and data processing legislation.
                                    1. As each User Registers to use Objective Licensed Software, Objective will collect personal identification information (Customer Privacy Material”) as part of Customer Data and Objective will comply with its Privacy Policy published at www.objective.com/privacy in respect of all such personal identification information.
                                    1. Objective may possess, store and use Customer Privacy Material in the course of supplying the Licensed Software and Support Service to Customer for purposes arising in respect of this Agreement, in particular the limited purposes detailed in Objective Privacy Policy which is incorporated into and forms part of this Agreement.
                                    1. Objective will only act as a data processor in respect of Customer Privacy Material and will not re-use it or disclose it outside the requirements of this Agreement.
                                    1. Objective reserves a right to update the Privacy Policy from time to time to ensure compliance with law.
                                    1. Each Party agrees that it will not use in any way, on its own behalf or on behalf of any third party, except as expressly permitted by this Agreement, any of the other Party’s Confidential Information and will not disclose the other Party’s Confidential Information, except:
                                    • to employees, agents, contractors or advisers needing to know the information for the purposes of this Agreement;
                                    • with the other Party’s consent;
                                    • if required to do so by law or a stock exchange; or
                                    • as strictly required in Licensed Software with legal proceedings relating to this Agreement.
                                      1. Other than the express warranties following, Objective makes Objective Licensed Software available to Customer on an “as is” basis as far as allowable by law and Customer agrees this is reasonable having regard to the fact that Objective Licensed Software is a licensed software and the Customer may access it on a free trial basis to evaluate the suitability of the software for the Customer’s own needs.
                                      1. Objective warrants that:
                                      • it has standing to grant the licence contemplated in this Agreement;
                                      • the Licensed Software and Documentation do not and will not infringe the Intellectual Property Rights of any third-party;
                                      • the Support Services will be supplied with due care and skill; and
                                      • the Licensed Software will, for a fixed period of ninety (90) days on and from the Commencement Date (“Warranty Period”), substantially conform to the applicable Documentation, and if it does not, Objective will, at its own expense, either replace that copy of the Licensed Software or correct any error in that copy of the Licensed Software or otherwise, to bring it into compliance with its Documentation.
                                        1. If any law confers rights and remedies on Customer which cannot be excluded as contemplated in clauses 12.1 and 12.3 then Objective does not exclude any such rights but, to the extent allowable by law, Objective does exclude all other conditions and warranties, and Customer’s remedy for Objective’s infringement of those non-excludable rights will be limited to, at Objective’s election, either the replacement or resupply of the Licensed Software and Support Service to Customer or refund to Customer of the Charges paid for the Licensed Software and Support Service.
                                        1. Subject to clause 12.6, Objective will defend Customer against any claim brought against Customer by a third-party alleging that the Licensed Software, when used as authorised under this Agreement, infringes the third-party’s Intellectual Property rights (a “Claim”) in breach of the warranty at clause 12.2(b). Objective will indemnify Customer and hold it harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Objective (including reasonable lawyer’s fees) arising out of a Claim, provided that Objective has received from Customer: (a) prompt written notice of the Claim (but in any event notice in sufficient time for Objective to respond without prejudice); (b) reasonable assistance at its own expense in the defence and investigation of the Claim, including providing Objective with a copy of the Claim and all relevant evidence in Customer’s possession, custody or control; and (c) the exclusive right to control and direct the investigation, defence, and settlement (if any) of the Claim, provided that Objective agrees not to enter into any settlement that obligates Customer to admit liability or to pay any amounts to the Party bringing the claim, without Customer’s prior written consent, such consent not to be unreasonably withheld.
                                        1. Objective will have no obligation to defend Customer or indemnify Customer under clause 12.5 to the extent that the Claim arises due to Customer using the Licensed Software for a purpose or in a manner for which the Licensed Software was not designed, or modifying the Licensed Software, where the Claim would not have arisen but for the use or modification.
                                        1. In the event of a Claim, Objective may, at its sole discretion:
                                        • obtain for Customer, on reasonable commercial terms, the right to continue to use the Licensed Software or obtain for Objective the right to continue to provide the Licensed Software, as applicable;
                                        • replace or modify the Licensed Software in a manner so that the infringement or alleged infringement ceases without a material decrease in functionality; or
                                        • if Objective reasonably concludes that neither (a) nor (b) is practicable, elect to terminate this Agreement and refund to Customer any and all Charges paid by Customer beginning from the date the affected Licensed Software was delivered.
                                            1. Subject to clauses 13.2 and 13.3, Objective’s liability to Customer arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence and breach of warranty), or pursuant to statute or in equity or otherwise, shall be limited in aggregate and to direct loss only to a sum equal to the Charges payable for the period of one (1) year preceding the event giving rise to the liability. If the event giving rise to the liability occurs within the first year of the Initial Term the sum will be the Charges for the first year of the Initial Term.
                                            1. In no event will Objective be liable to Customer for any consequential, indirect, exemplary, special, or incidental damages, even if Objective has been advised of, knows of, or should have known of the possibility of such loss, damage or expense, nor will Objective be liable for failure to make anticipated savings, lost opportunity (including loss of opportunity to earn additional profits or make savings), lost revenue, extra expenses incurred, extra costs of working, lost data, lost profit, damage to any items not provided by Objective, losses arising from business interruption or loss of goodwill, loss of use of service or equipment, loss of technology rights or services, whether arising under any theory of contract, tort, strict liability or otherwise. To avoid doubt, consequential loss as a category or type of loss described in this clause are not recoverable by Customer against Objective.
                                            1. The limitations in clause 13.1 and 13.4 do not apply to:
                                            • liability to Customer for bodily injury, including sickness, or death caused to any person;
                                            • liability to Customer for loss of or damage to the tangible property of any person;
                                            • liability to Customer for third-party claims alleging infringement of Intellectual Property Rights in breach of the warranty at clause 12.1(b), which are governed by the indemnity arrangement set out in clauses 12.5 to 12.7 inclusive.
                                              1. The Parties agree that the limitation of liability arrangements in this clause are reasonable.
                                                1. Objective may suspend the Customer’s use of the Licensed Software or filter or block the Online Account and/or User access or Registration, without derogating from its right to terminate this Agreement and without liability for repudiation if:
                                                • Objective is authorised to suspend the solution by a government, administrative, regulatory and/or law enforcement agency to do so;
                                                • the presence of a Virus threatens the integrity of the Customer’s Online Account or any process related to operation of the Licensed Software;
                                                • Customer and/or any User is reasonably believed to have undertaken any of the prohibited actions in this Agreement; and/or
                                                • Objective is facing a Force Majeure circumstance.
                                                    1. Either Party may terminate this Agreement for cause before the end of the Term if:
                                                    • A Party commits a material breach of the terms of this Agreement and fails to cure the breach within thirty (30) days of receipt of the non-breaching Party’s written notice detailing the nature of the breach sufficiently for the breaching Party to be able to address the matter; or
                                                    • A Party commits an act of insolvency, comes under any form of insolvency administration, or assigns or purports to novate its rights otherwise than in accordance with this Agreement.
                                                        1. This clause 16 sets out the resolution process agreed by the Parties if a dispute arises out of or relating to this Agreement, including concerning the breach, termination, validity or subject matter thereof, the performance or non-performance of this Agreement or as to any related claim in restitution or at law, in equity or pursuant to any statute. Neither Party shall commence any court or arbitration proceedings without complying with the remainder of this clause 16.
                                                        1. The Parties to this Agreement and the dispute expressly agree to first endeavour to settle the dispute by cooperation of and negotiation in good faith by senior authorised representatives over a period of ten (10) Business Days, or longer period if agreed in writing. If no resolution is reached by the end of that timeframe then the dispute must, within ten (10) Business Days, be referred to a mediator in Sydney, Australia agreed by the Parties for mediation administered by the Australia Commercial Disputes Centre (‘ACDC’). If the Parties have failed to agree on a mediator within five (5) Business Days then the mediator will be the mediator selected by the Director of ACDC or his or her nominee. Either Party may refer the dispute for mediation and request selection of a mediator as contemplated in this clause 16.2.
                                                        1. The mediation shall be conducted in accordance with the terms of the ACDC Guidelines for Commercial Mediation (‘Guidelines’). The Guidelines set out the procedures to be adopted, process of selection of the mediator and the costs involved for the mediation. The Guidelines are hereby deemed incorporated into this Agreement.
                                                        1. In the event that the dispute has not been settled within twenty-eight (28) days after appointment of the mediator, or such other period as agreed to in writing between the Parties, the dispute shall be submitted to expert determination in Sydney, Australia, administered by the ACDC and conducted in accordance with the ACDC Rules for Expert Determination (‘Rules’). The Rules set out the procedures to be adopted, process of selection of the expert and the costs involved for the expert determination. The Rules are hereby deemed incorporated into this Agreement.
                                                        1. The expert shall not be the same person as the mediator.
                                                        1. The Parties must pay the mediator's and, if applicable, expert’s remuneration in equal shares. Each Party must pay its own costs of the mediation and, if applicable, expert determination.
                                                        1. Nothing in this clause 16 shall prevent a Party from instituting legal proceedings in order to obtain urgent equitable relief from an appropriate court.
                                                          • where the Customer buys licences online, when Objective successfully receives the payment;
                                                          • where the Customer signs a Software Order Form on the date of signing or earlier specified date if agreed by Objective; or
                                                          • where the Customer starts a free trial online, on the first date of that free trial period.
                                                          1. Departures. The Parties may agree in the Buying Record to add certain additional terms to this Agreement.
                                                          1. Entire Agreement. This Agreement contains the entire agreement between the parties in relation to the supply of the Licensed Software by Objective and supersedes all prior agreements and undertakings (oral or written).
                                                          1. Assignment, Transfer and Sub-contracting. This Agreement and the obligations formed under it are personal to Objective and Customer. The Parties agree that neither Party may, directly or indirectly, assign or transfer or sub-contract any or all of its rights and/or obligations whether it is affected by sale of assets, merger, insolvency, machinery of government change or otherwise, without the other Party’s prior written consent which shall not be unreasonably withheld.
                                                          1. Novation. Neither Party may novate this Agreement except with the other Party’s prior written consent which may be given or withheld at that Party’s sole discretion and on such terms as that Party thinks fit and in any event on terms not less favourable than the then existing terms.
                                                          1. Non-solicitation of Objective personnel. Throughout the term of this Agreement and for a period of twelve (12) months after expiry or termination, Customer shall not solicit for employment, either directly or indirectly (for example though any agent, subsidiary company or associated person, firm or entity) any person employed or contracted by Objective and the Customer shall be restrained for the same period from employing or directly contracting with any such person.
                                                          2. Publicity. Subject to Customer’s prior written consent which shall not be unreasonably withheld, Objective may use Customer’s name and logo in any public news release or statement, case study and on Objective’s website to publicise the fact Customer is a client of Objective. Objective may use Customer’s name in Objective’s annual report and ASX notifications without Customer’s prior consent.
                                                          1. Waiver. Any waiver under this Agreement must be in writing. Waiver of any part of this Agreement does not constitute a waiver of any other part of this Agreement.
                                                          1. Governing Law and Jurisdiction. This Agreement is governed by and must be construed in accordance with the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia and any court that may hear appeals from any of those courts, for any proceedings in relation with this Agreement and waives any right it might have to claim that those courts are an inconvenient forum.
                                                          1. Variation. Except where Objective exercises its reserved right to update terms and conditions from time to time, the parties can only vary, modify, amend or add a term or terms of or to this Agreement if the variation, modification, amendment or addition is in writing signed by authorised representatives of each Party.
                                                          1. Notices. All notices, consents, and approvals must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address identified in this Agreement and will be effective upon receipt of a facsimile confirmation message or three (3) Business Days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving written notice of the new address to the other Party but if the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee's time) it is deemed to have been received at 9.00am on the next Business Day.
                                                          1. Relationship. The relationship between the parties is one of independent contractors. Nothing in this Agreement shall be regarded as giving one Party any authority to bind the other to any agreement or purport to act as the agent of the other Party and each Party covenants and agrees that it shall not represent to any person, or act so as to cause any person to believe, that Party or any of its employees, agents, contractors or officers has or have such an authority to act as the agent of the other Party.
                                                          1. Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement. The Customer’s Users are not third party beneficiaries to Customer’s rights under this Agreement.
                                                          1. Severability. If a provision of this Agreement is invalid, illegal or unenforceable, then that provision, to the extent of the invalidity, illegality or unenforceability, must be ignored in the interpretation of this Agreement. All the other provisions of this Agreement remain in full force and effect. In the event and to the extent of any inconsistency between two or more documents which form part of this Agreement, those documents will be interpreted in the following order of priority.
                                                          1. Time. Time is not of the essence of this Agreement except in relation to the reduced limitation period and payment period.
                                                          1. Survival. Clauses relating to confidentiality, Intellectual Property, the Customer’s prohibited activities, limitation of liability, shortened limitation period, payments and dispute resolution have continuing effect and survive termination of this Agreement.
                                                          1. Rights. All rights not expressly granted to Customer in this Agreement are reserved by Objective.
                                                          1. Updating Terms. Objective reserves a right to update the Support Handbook from time to time provided that any changes shall not be adverse to Customer having regard to Customer’s rights under this Agreement and provided further that Objective gives Customer at least thirty (30) days prior written notice of the change.
                                                          1. Exclusions. Neither the United Nations Convention on Contracts for the Sale of Goods nor the United States Uniform Computer Information Transactions Act (UCITA) apply to this Agreement, regardless of where the Customer is located.
                                                          1. Anti-Corruption and Anti-Bribery. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Objective employee or agent in connection with this Agreement. The Parties agree reasonable gifts and entertainment provided in the ordinary course of business are not illegal or improper for the purposes of this clause.
                                                          1. Data Processing Addendum. If Customer is located in a country whose governing data privacy law is the European Union (EU) General Data Protection Regulation (GDPR) (as it is commonly called) it may be necessary to add a Data Processing Addendum to this Agreement to comply with GDPR and enable Objective to process Customer Privacy Material in accordance with clause 11. If that is the case the Parties will enter into a Data Processing Addendum identified in the Buying Record or otherwise agreed. Objective’s Data processing Addendum for Licensed Software can be found at www.objective.com .
                                                            1. “Agreement” means these clauses together with the Support Handbook and Objective’s Privacy Policy.
                                                            1. “Buying Record” means:
                                                            • In the case of Customers who subscribe online, the Tax Invoice generated by Objective’s online purchase process and any updates made through the Online Account from time to time throughout the Licence Period; and
                                                            • In the case of Customers who wish to subscribe using signed documents, the Software Order Form agreed by Objective and any agreed variations from time to time throughout the Licence Period.
                                                              1. “Commencement Date” means the earlier of:
                                                              • For those Customers starting with a free trial, the date of Registration for the free trial;
                                                              • For those Customer’s buying online without a free trial, the payment date;
                                                              • For those Customer’s buying by signing a Software Order Form, the start date shown in that document or the last date on which a Party signs if earlier; and
                                                              • In any case, the first time of download and/or install of the Licensed Software by the Customer.
                                                                1. 18.6 “Currency” means Australian dollars unless a different currency is provided in the Buying Record.
                                                                1. “Customer” means, as the case may be:
                                                                • the individual person recorded in a Buying Record who acquires a licence to use the Licensed Software on their own account for their own individual use and agreeing to be bound by this Agreement; or
                                                                • the business or government entity recorded in a Buying Record that acquires a licence to use the Licensed Software on its own account for use by persons working for or contracted to or otherwise authorised by that entity as that entity’s allocated users, and which agrees to be bound by this Agreement and to ensure all the allocated users also comply with this Agreement.
                                                                  1. 18.9 “Customer Data (Support)” means Customer’s incident notices and any follow-up and other material submitted to the Support Portal as set out in the Support Handbook.
                                                                  1. 18.10 “Documentation” means Objective’s universal published material for Users of the Licensed Software including but not limited to release notes.
                                                                  1. “Extended Term” means any extension to the Initial Term pursuant to clauses 3.3 to 3.6 inclusive.
                                                                  1. “Force Majeure” means a situation, circumstance or cause, the effect of which, directly or indirectly, is that Objective is not reasonably able to meet its obligations under this Agreement and may include but is not limited to communications network interruption or outage or storage tape or disc failure, or acts of God, fire, lightning, flood, explosion, earthquake, storm, cyclone, natural disaster; radioactive, toxic or dangerous chemical contamination; riots, terrorism, civil commotion, malicious damage, sabotage, act of a public enemy, war (declared or undeclared) or revolution; action or inaction by a court, government or authority, denial, refusal or failure to grant any permit, authorisation, licence, approval or acknowledgement despite timely best endeavours exercised by Objective to obtain the grant; labour trouble (but not labour trouble of the workforce of the Objective) including strikes, lockouts, industrial or labour disputes or difficulties, work bans, blockages or picketing; accident; inability to obtain material, power, equipment and/or transportation, unavailability of essential equipment, goods, supplies or services including internet and other communications link access and abnormal breakdown of any facilities, machinery or equipment.
                                                                  1. “Initial Term” means the initial Licence Period to which the Parties have committed set out in the Buying Record.
                                                                  1. “Intellectual Property” means industrial or intellectual proprietary rights under statute or at common law or equity which now exist or may exist in the future, including but not limited to copyright, design, trademarks, patents, semi-conductor or circuit layout rights, trade secrets, business or company names, domain names, blog, social networking and other internet titles, or right to apply for any of the rights referred to in above and subsists in all documents, reports, diagrams, code, application interfaces and other materials. The foregoing list is not exhaustive and to avoid doubt it covers Licensed Software code, whether source or object, routines and related programming language, instructions, methods, techniques, links and templates, documents, manuals, diagrams and images including virtualised images of the Application, howsoever stored or hosted.
                                                                  1. “Licence Period” means the period during which the Customer is authorised to use the Licensed Software as provided under this Agreement.
                                                                  1. “Licensed Software” means, collectively, the specific Objective software solution(s) identified in the Customer’s Buying Record including all updates and new releases, plug-ins, adaptors, components, modules, programs, third party software, interfaces and Objective-supplied data.
                                                                  1. “Licence Volume” means the number of allocated named users and/or servers for the Licensed Software stipulated in the Buying Record as updated from time to time.
                                                                  1. “Objective” means Objective Corporation Limited ABN 16 050 539 350 a company duly incorporated in the State of New South Wales, Australia and having its registered office at Level 30, 177 Pacific Highway, North Sydney, N.S.W 2060 AUSTRALIA unless a different member of the Objective group of companies is stipulated in the Buying Record.
                                                                  1. “Online Account” means, for those Customers who start a free trial online or who purchase licences online, the account at the portal made available by Objective at www.objective.com or other linked website;
                                                                  1. “Party” means a party to this Agreement being Objective or the Customer as identified in the Buying Record.
                                                                  1. “Privacy Policy” means Objective’s Privacy Policy set out at www.objective.com/privacy .
                                                                  1. “Registration” and “Register” means the act of signing up to acquire a licence to use the Licensed Software (i.e logging in, creating a password which meets Objective’s security criteria and activating new registration from an email link). To be clear a person registers by designating a specific user ID and password in order to commence use of the Licensed Software as a User.
                                                                  1. “Software Order Form” means the Buying Record document setting out the Licensed Software ordered by Customer, signed by Customer and Objective, including information on the Licensed Software such as Licence Volume, Licence Period, Charges and Territory and any other conditions as agreed.
                                                                  1. “Tax” means any GST, VAT, sales, use, withholding, property, excise, service or other tax.
                                                                  1. “Tax Invoice” means a properly rendered invoice for the Licensed Software and Support Service compliant with taxation legislation requirements.
                                                                  1. “Term” means the duration in clause 3.2.
                                                                  1. “User” means an individual person Registered to use the Licensed Software, whether as a Customer in their own right or an allocated named user of a paying Customer entity.
                                                                  1. “Virus” means any malicious code affecting a computing device and includes but is not limited to adware, spyware, Trojan horses and worms and other malicious code, whether or not it replicates itself, having the effect of interrupting, diminishing, altering or stopping the operation of the Licensed Software Service.
                                                                  1. “Website” means www.objective.com
                                                                  1. In this Agreement, unless the context otherwise requires:
                                                                  • The singular includes the plural and vice versa;
                                                                  • Headings are used for convenience only and do not affect the interpretation of this Agreement;
                                                                  • A reference to a clause is a reference to a clause of this Agreement;
                                                                  • a clause contains a number of sub-clauses then, unless expressly stated otherwise, each sub-clause is an independent requirement or obligation;
                                                                  • the word “person” means a natural person or any other legal entity whether incorporated or not;
                                                                  • the word “includes” or any form of that word must be construed as if it were followed by the words "without being limited to”;
                                                                  • “month” means calendar month and “year” means calendar year;
                                                                  • “day” means calendar day;
                                                                  • reference to “writing includes any mode of representing and reproducing words in tangible and permanently visible form and includes facsimile and e-mail transmission.
                                                                    • the dispute resolution location under clause 16 will be Wellington, New Zealand and the dispute resolution body will be Resolution Institute.
                                                                      • the governing law of this Agreement under clause 17.6 will be England, United Kingdom and each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in England, United Kingdom; and
                                                                      • the dispute resolution location under clause 16 will be London, England, United Kingdom and the dispute resolution body will be the Centre for Effective Dispute Resolution (CEDR).