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This is an agreement between Fusion Software Development Pty Ltd and a Customer subscribed to our services. It describes the services we provide to our customers, and other aspects of our business relationship. By using the subscription service, customer is agreeing to these general terms and conditions.

1. Supply of Service

1.1 Delivery of Software and Documentation

1.2 Configuration of Software

If the Order Form states that Fusion is providing "Configuration Services", then:

1.3 Training

If the Order Form states that Fusion is providing "Training Services", Fusion will provide training to the Customer’s personnel on how to use the Software as specified in the Order Form. Fusion will provide additional training requested by the Customer for an Additional Charge. Unless otherwise agreed, the Customer will provide the training venue and facilities. Training will be provided at times determined by Fusion in consultation with the Customer.

2. Licence

2.1 Scope of Licence

Upon the execution of the Order Form, Fusion grants to the Customer a non-transferable, non exclusive, revocable licence during the Term to:

2.2 Licence Restrictions

The Customer must not:

2.3 Device Licences

Fusion may from time to time make additional software available to the Customer to enable use of the Software from specific devices, such as tablets or mobile phones. The terms of such licences will be published separately through the online store or platform through which they are made available for download. Nothing in those licence terms expands in any way the rights of the Customer under this Agreement.

3. Software Support

3.1 Service Desk

Fusion will provide the Customer with Software Support in accordance with Fusion’s Services Policy which may be amended or updated from time to time at Fusion’s sole discretion.

Defect Resolution

3.2 Exclusions

Software Support does not include any of the following:

If the Customer requests in writing, Fusion may provide, in its absolute sole discretion, any of the services described in this clause and the Customer will pay an Additional Charge for those services.

3.3 Updates and new releases

4. Hosting

Unless the Order Form states that the Customer has selected the " Customer Self Hosting" option, Fusion will provide the Customer with 24 hours/7 days per week access to the Software on a server hosted by Fusion, by making an instance of the Software hosted on that server accessible by the Customer through a web browser at an IP address notified by Fusion to the Customer.

5. Hardware

If the Order Form states that Fusion is supplying Hardware, then:,

6. Payment

7. Verification

During the Term and for 2 years after the Term, the Customer will provide Fusion with reasonable access to the Customer’s premises, records and systems during normal business hours to verify that the Products are and have been used in accordance with this Agreement and all Fees payable under this Agreement have been paid.

8. Confidentiality

9. Warranty and Liability

10. Intellectual Property

11. Term and Termination

12. Force Majeure

If a party is prevented from or delayed in performing or complying with an obligation or requirement under this Agreement by Force Majeure, and takes reasonable steps to mitigate or remove the Force Majeure and its effect, then the obligation is suspended during, but for no longer than, the period the Force Majeure continues and any further period that is reasonable in the circumstances. Nothing in this clause relieves the Customer of its obligation to pay any fees or charges payable under this Agreement.

13. General

14. Interpretation

14.1 Dictionary

In this Agreement the following terms have the following meanings.

Additional Charge means the fees and charges calculated by reference to Fusion’s Schedule of Rates available by request from Fusion which may be updated by Fusion from time to time at its sole discretion.

Agreement means the Order Form, these General Terms and Conditions and any other schedules or documents attached to the Order Form.

Business Day means a day of the week on which banks are open for general business in Sydney, other than a Saturday or a Sunday.

Claim means a claim that The Customer's use of the Products as permitted by this Agreement infringes any Australian patent, copyright or trade mark right of any third party.

Commencement Date means the date on which this Agreement commences as specified on the Order Form.

Configuration Fees means fees denoted as such in the Order Form.

CSI or Customer Supplied Items means the items designated as such in the Order Form.

Customer’s Computer Systems means the Customer’s computer system which must meet the Minimum System Requirements.

Customer Specifications means specifications for the configuration of the Software attached to the Order Form.

Defect means any material non-conformance of the Software with the Specifications such as to render the Software not fit for its intended purpose.

Documentation means the guides, manuals and other documentation relating to the Software which are provided or made available to The Customer by Fusion, and includes Updates to the Documentation.

Fees means the Subscription Fees, Configuration Fees (where applicable), Hardware Fees (where applicable) and any Additional Charges.

Force Majeure means an event beyond the reasonable control of the affected party, which occurs without the fault or negligence of the affected party.

Hardware means any Hardware, including any component or part of the Hardware supplied by Fusion.

Hardware Fees means fees denoted as such in the Order Form.

Installation Date means the date on which the Software is installed in accordance with clause 1.2.

Minimum System Requirements means any minimum system requirements set out or referred to in the Documentation or the Order Form.

Order Form means the order form signed by the parties and referencing these General Terms and Conditions.

Products means the Software and Documentation.

Respond, in relation to a Defect, means to commence diagnosis of the Defect.

Resolve, in relation to a Defect, means to either correct the Defect or provide a reasonable workaround solution.

Site means the location where The Customer is entitled to use and install the Software as specified in the Order Form.

Software means the object code version of the software specified in the Order Form, and includes Updates.

Software Support means the services provided under clauses 3.1 and 0.

Specifications means:

and to the extent of any inconsistency between these specifications, the specifications listed earlier in this definition prevail over those listed later.

Subscription Fees means fees denoted as such in the Order Form.

Term means the duration of the Agreement as determined in accordance with clause 11.

Update means any alteration, upgrade, new version, new release, enhancement, development, customisation or modification to the Products which Fusion provides or makes available to the Customer from time to time.

14.2 Rules of Interpretation

In this Agreement, headings are for convenience only and do not affect interpretation and unless the context indicates a contrary intention: