Last Published February 4, 2019

TERMS OF SERVICE

  1. SUBSCRIPTION TO OUR SERVICES

    1.1. This Software-as-a-Service Subscription Agreement (“Agreement”) governs the provision and receipt of any Services you may order from us, such as subscribing for access to and use of the Software. By accessing and using the Software and/or otherwise receiving the Services, you indicate your acceptance of and agreement to the terms of this Agreement, the relevant Purchase Order Form(s), the Records 365 Service Description, the Support Services Description and any ancillary documents incorporated by reference into any of those documents.

    1.2. The Software is a cloud based record management ‘plug-in’ for third party software, including the Microsoft Office 365 subscription service. A full description of the service is available in the Records365 Service Description.

    1.3. The Service Responsibilities section of the Records 365 Service Description sets out our mutual responsibilities and obligations in respect of the Software and the provision and receipt of the Services. For example, it is solely your responsibility to effect, manage and maintain appropriate subscriptions to the relevant third party business subscription services and to manage both your physical equipment and your ability to connect to both the Software and the relevant third party software. In particular, you take responsibility for the fact that such third party services may be licensed on particular terms or subject to particular restrictions that differ from those set out in this Agreement, such as licensing to you on a ‘per named user’ basis and/or in respect of a limited number of identified devices.

  2. PROVISION OF THE SERVICES

    2.1. The Software and the Services are more fully described in the Records 365 Service Description and Support Services Description. The parties may agree amendments and clarifications in respect of a particular order for Services in the Purchase Order Form for those Services. The Records 365 Service Description also sets out particular exclusions from the scope of the Subscription Services we provide, such as data migration services.

    2.2. We will use commercially reasonable efforts to make the Software available to you as part of the Subscription Services on a continuous basis (i.e. 24 hours a day, 7 days a week, 365 days a year) in accordance with the Records 365 Service Description, the Support Services Description and any service level agreement between us.

    2.3. However, we will not be liable to you or any third party for any losses arising out of:

    1. planned downtime or maintenance, which we will endeavour to undertake during the weekend or otherwise outside of peak usage;
    2. connectivity issues outside of our control, including issues with the public Internet or third party software, hardware or infrastructure; or
    3. other circumstances or events beyond our reasonable control, for example the occurrence of a Force Majeure event.

    2.4. Where an interruption or degradation of our provision of the Services is due to matters within our control and responsibility, we will use commercially reasonable efforts to fix or restore our provision of those Services within a reasonable period of becoming aware of the interruption or degradation and subject to the obligations outlined in the Records365 Service Description.

  3. FEES

    3.1. Subject to the relevant Purchase Order Form, the Subscription Fees payable by you are ordinarily calculated on the basis set out in the Records 365 Service Description, namely by reference to both your anticipated number of ‘Users and the level of your usage capacity.

    3.2. The Subscription Fees are payable in advance for the entire Subscription Period based on this anticipated level of use.

    3.3. Where the actual usage or capacity in any particular month of the Subscription Period exceeds that prepaid level of usage or capacity, the Licensor will issue an invoice for a ‘true-up’ of the Subscription Fees for that month. Where you believe that the increase in actual usage is likely to be maintained, you can request that the Subscription Fees (and attendant entitlements) are permanently increased for the remaining balance of the Subscription Period. The Licensor will then issue an invoice for the pro-rated increase in the Subscription Fees.

    3.4. Other than where expressly stated in the Purchase Order Form, the provision of the Subscription Services will automatically renew on expiry of the Subscription Period for a further period of one year, unless you notify us otherwise in writing no later than 30 days before the anniversary date.

    3.5. We will not increase the Subscription Fees (or the basis for calculating them) during the prepaid Subscription Period, except where clause 3.3 applies. On each anniversary of the commencement of the Subscription Period, the Subscription Fees for the subsequent Renewal Period will be defined in a new purchase order (for a multi-year renewal), or will increase by either four per cent or the current Consumer Price Index (CPI) whichever is the greater.

    3.6. The Subscription Services include support and maintenance services as set out in the Records 365 Service Description and Support Services Description, without additional charge. Where you have requested Other Services (for example, enhanced Support Services, set-up services or customisation and configuration), the Purchase Order Form will set out the Services Fees payable for those Other Services. Such Service Fees are payable at the time of the payment of the initial Subscription Fees, unless otherwise specified in the Purchase Order Form.

    3.7. All Fees under this Agreement are payable within 30 days of the date on which the relevant invoice is issued by the Licensor. You must pay the Licensor interest on any amounts not paid within this period at the rate of interest specified in the relevant Purchase Order Form.

  4. CONDITIONS AND RESTRICTIONS

    4.1. The Software may only be accessed and used by you and your duly authorised users (being your employees and on-site contractors) for your own internal business purposes. Neither you nor your authorised users may access or use the Software for any external commercial purpose (for example, offering bureau or outsourcing services), nor may you sell, resell, sublicence, redistribute or rent access to the Software.

    4.2. Unless set out in a Purchase Order Form, you will not be restricted on the number of physical hardware devices through which your authorised users may access and use the Software.

    4.3. Unless set out in a Purchase Order Form, you will not be restricted on the number of authorised users accessing or utilising the Software, however there will be an increase in the Subscription Fees under clause 3.3 where the number of actual users exceeds the prepaid level during a particular month.

    4.4. You may only access and use the Software in accordance with the Service Description and any normal operating procedures or as otherwise notified to you by the Licensor.

    4.5. The Software should only be accessed and used via the equipment and hardware specified by the Licensor as meeting the relevant operational requirements from time to time. If you nevertheless choose to access and use the Software via any other equipment or hardware, you may experience reduced or no functionality and you will be using such alternative equipment or hardware at your sole risk.

    4.6. In addition to any other remedies available to the Licensor under this Agreement or otherwise, you acknowledge and agree that any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Software will cause the Licensor loss and damage for which monetary damages will not be an adequate remedy.

    4.7. You acknowledge that there is no transfer of title or ownership to you of the Software or any modifications, updates or new releases of the Software.

    4.8. If you wish to transfer your receipt of the Services to a subsidiary company in which you hold greater than 65% of the beneficial interest in its equity capital, then you may seek the prior written consent of the Licensor to undertake the transfer which will not be unreasonably withheld if reasonable conditions imposed by the Licensor are complied with by you and the proposed transferee.

  5. MODIFICATIONS AND CUSTOMISATIONS

    5.1. You may request a degree of customisation and configuration of the Software, by way of the provision of Other Services. The Licensor will own any Intellectual Property Rights arising out of the provision of such Other Services, on and from creation.

    5.2. You must not attempt to copy, reproduce, modify, alter or otherwise customise your access to and use of the Software without the Licensor’s prior written permission.

    5.3. You must not attempt to reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Software, for example by trying to bypass any security measures.

  6. SECURITY

    6.1. You must not introduce (or seek to introduce) any Virus into the Software, our Website or associated systems. You must indemnify the Licensor against any losses, costs, expenses, demands or liability, whether direct or indirect, arising out of your breach of this clause.

    6.2. You must effect and maintain appropriate anti-virus protection on your equipment and devices, in accordance with good industry practice.

    6.3. The licensor provides an anti-virus and anti-malware solution as part of the service which will be maintained in line with good industry practice.

    6.4. You are solely responsible for the security of your access to and use of the Software, as well as the due supervision of your authorised users (regardless of where they are located).

    6.5. You must ensure that the Software is protected at all times from misuse or unauthorised use or access, including by your authorised users.

    6.6. You must keep accurate records of your access to and use of the Software. You must permit the Licensor to inspect such records at any time during your normal business hours. If the Licensor so requests, you must immediately furnish to the Licensor a copy of all or any part of such records.

    6.7. If an audit under clause 6.6 shows a shortfall in the Subscription Fees paid or payable, you must promptly pay any remedial invoice issued by the Licensor in respect of that shortfall.

  7. COMPULSORY UPDATES AND NEW RELEASES

    7.1. Other than to the extent expressly set out in the Records365 Service Description and Support Services Description or a Purchase Order Form, the Licensor is under no obligation to support or maintain the Software, whether by providing advice, training, error-correction, modifications, updates, new releases or enhancements or otherwise.

    7.2. The Licensor may provide updates to or new releases of the Software at any time during the Term, at its discretion and without notice.

    7.3. Where an update or new release is provided:

    1. the Licensor will make the update or new release available at a time of its choosing;
    2. such update or new release will be made available automatically and at no additional charge to you beyond the Fees; and
    3. this Agreement will continue to apply in all respects to the update or new release which shall be deemed to be the Software for the purpose of this Agreement. If you do not agree to this, you must terminate this Agreement in accordance with clause 10 below.
  8. INTELLECTUAL PROPERTY, DATA AND OTHER RIGHTS

    8.1. Any rights not expressly granted to you under this Agreement are reserved to us and our third party licensors in respect of all right, title and interest.

    8.2. You expressly grant to us a worldwide licence to host, copy, transmit and display any data or documentation you create or upload using the Software. Such licence to us is strictly for the purposes of providing the Services to you.

    8.3. Use of Information. We may use the computer information, user data and error reports, to improve our software and services. We may also share it with others, such as Microsoft and/ or other supported vendors within the service. They may use the information to improve how their products run with Records365.

    8.4. You acknowledge and agree that you are solely responsible for the content of all data you upload to the Software and/or any third party software. You will secure and maintain all rights (including Intellectual Property Rights) necessary for us to provide the Services to you without violating the rights of any third parties or breaching any applicable law.

    8.5. You shall indemnify the Licensor against any losses, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party in connection with:

    1. your access to or use of the Software in a manner not expressly contemplated by this Agreement;
    2. the data you upload to the Software or any third party software.

    8.6. You must not use any of our Intellectual Property Rights in any manner not expressly authorised by us. For example, if you would like to receive access to our APIs and related code, you must first enter into a developer services agreement with us.

    8.7. The Licensor undertakes to use all reasonable endeavours to protect your data and will not use or share that data with a third party unless compelled to do so by a law enforcement or other government agency as a result of a court order or warrant.

    8.8. The Licensor indemnifies You against any direct loss, costs, expenses, demands or liability, relating to an infringement or alleged infringement of a third party’s Intellectual Property Rights, or claim of trade secret appropriation, in connection with the use by you of the Service.

    8.9. The Licensor has the right to defend or, at its option, settle any such claim, and the Licensor agrees at its own expense to defend, or at its option, to settle any such claim brought against you.

    8.10. This obligation to indemnify does not extend to any claims of infringement resulting from:

    1. Your use of the Service or any part thereof in combination with any equipment, software, or data not approved for use by Licensor, or use in any manner for which the Service was not designed;
    2. any claim arising from any instruction, information, design, or materials furnished by you to the Licensor; or
    3. You continuing the allegedly infringing activity after being notified thereof and after being informed and provided by the Licensor with modifications that would have avoided the alleged infringement.
  9. WARRANTY AND IMPLIED TERMS

    9.1. Subject to the provisions of this clause 9 and to the fullest extent permitted by law, the Licensor gives no warranties and makes no representations (express or implied) in relation to the Software, the Records 365 Service Description, Support Services Description or any of the Services provided under this Agreement including, without limitation, fitness for purpose, merchantable quality or non-infringement of third party rights.

    9.2. Subject to clause 9.3, any condition or warranty which would otherwise be implied in this Agreement is hereby excluded to the maximum extent permitted by law.

    9.3. Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. However, to the maximum extent permitted by law, the liability of the Licensor for any breach of such condition or warranty shall be limited, at the option of the Licensor to the extent permitted, to one or more of the following:

    1. the replacement of the goods or the supply of equivalent goods;
    2. the repair of such goods;
    3. the payment of the cost of replacing the goods or of acquiring equivalent goods;
    4. the payment of the cost of having the goods repaired;
    5. the supplying of the services again; or
    6. the payment of the cost of having the services supplied again.
  10. TERM AND TERMINATION

    10.1. This Agreement commences on the execution of an initial Purchase Order Form under this Agreement and continues until terminated in writing by either party (“Term”). Without limitation, either party may terminate this Agreement by written notice to the other party where there are no subsisting subscriptions (for example, where all subscriptions to the Software have reached the end of their respective Subscription Periods).

    10.2. Either party may terminate this Agreement (but without prejudice to any other remedies that party may have) where the other party:

    1. is in material breach of this Agreement and, where such breach is capable of remedy, fails to remedy that breach within 30 days (or, in the case of the Licensor, within 60 days) of a written notice requiring it to do so;
    2. suffers an insolvency event; or
    3. either party ceases or threatens to cease conducting its business in a normal manner.

    10.3. In addition to any right of termination we may have under this Agreement, we may also suspend your access to and use of the Software and/or our provision of the Services (without liability to you) at any time and without notice where you are in breach of this Agreement.

    10.4. Where we validly terminate this Agreement for your breach or you terminate this Agreement prior to the expiry of all Subscription Periods, the Licensor may retain any prepaid Fees but will otherwise be regarded as discharged from its obligations. Such termination is without prejudice to any Fees you may owe us at the time of termination.

    10.5. Where you validly terminate this Agreement for our breach, we will provide you with a refund of any prepaid Subscription Fees, on a pro rata basis.

    10.6. On request by you within 60 days of the termination or expiry of this Agreement (and provided your Fees are not in arrears), we will use reasonable endeavours to make available to you any data and documents you have uploaded to our systems, and subsequently destroy that data, in connection with your access to and use of the Software within such reasonable period as we may agree at that time. We may charge you a reasonable decommissioning fee for doing so, in accordance with our off-boarding policies

  11. LIABILITY OF LICENSOR

    11.1. With the exception of liability incurred under the terms of clause 8.8, the Licensor will have no liability to you in respect of any loss or damage (including for loss of profits, wasted expenditure, anticipated savings, loss of goodwill, loss of data or for any indirect, consequential or special loss or damage whether or not the loss or damage was foreseeable or contemplated by the Licensor or if the Licensor was advised of the possibility of such loss or damage) which you may suffer or incur or which may arise directly or indirectly in respect of the Software (including your access to and use of the same), or goods or services (including the Services) supplied pursuant to this Agreement or in respect of a failure or omission on the part of the Licensor to comply with its obligations under this Agreement.

    11.2. In respect of any liability that is not excluded by clause 11.1, the Licensor’s liability for any loss or damage which you may suffer or incur or which may arise directly or indirectly in respect of the Software, the Services or this Agreement is capped in respect of all claims to the quantum of the Subscription Fees paid by you at the time that claim arises.

    11.3. Subject to clause 11.4, you warrant that you have not relied on any representations made by the Licensor (including by way of catalogues, brochures and other promotional materials) which have not been stated expressly in this Agreement.

    11.4. You acknowledge that to the extent the Licensor has made any representation which is not otherwise expressly stated in this Agreement, you have been provided with an opportunity to independently verify the accuracy of that representation.

  12. CONFIDENTIALITY

    12.1. A party must not, without the prior written approval of the other party, disclose the other party’s Confidential Information.

    12.2. A party will not be in breach of clause 12.1 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

    12.3. Each party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other party’s Confidential Information.

    12.4. Notwithstanding any other provision of this clause, the Licensor may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

  13. FORCE MAJEURE

    13.1. Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to the occurrence of a Force Majeure event.

    13.2. If a delay or failure of a party to perform its obligations is caused or anticipated due to a Force Majeure event, the performance of that party’s obligations will be suspended.

    13.3. If a delay or failure by a party to perform its obligations due to Force Majeure event exceeds sixty (60) days, either party may immediately terminate this Agreement on providing notice in writing to the other party.

    13.4. If this Agreement is terminated pursuant to clause 13.3, the Licensor will refund any amounts previously paid by you pursuant to this Agreement for goods or services not actually provided to you (on a pro rata basis if necessary).

  14. DISPUTES

    14.1. Any dispute arising in connection with this Agreement which cannot be settled by negotiation between the parties or their representatives may be submitted to arbitration in accordance with the defined rules of the body designated in the table below. During such arbitration, both parties may be legally represented.

    If you are based in: Arbitration Body
    A country in Europe , the Middle East or Africa The Chartered Institute of Arbitrators, London
    The Americas including the United States, Canada or any country in Central or South America or the Caribbean Washington Arbitration and Mediation Services
    Anywhere else in the world Institute of Arbitrators and Mediators Australia

    14.2. Prior to referring a matter to arbitration pursuant to clause 14.1, the parties must:

    1. formally refer the dispute to their respective contract managers for consideration;
    2. if the respective contract managers are unable to resolve the dispute after five (5) days (or such other period as is agreed between the parties) from the date of referral, refer the dispute to the respective chief executive officers (or their nominee) of each party; and
    3. in good faith explore the prospect of mediation.

    14.3. Nothing in this clause shall prevent a party from seeking urgent equitable relief before an appropriate court.

  15. GENERAL

    15.1. Governing Law, Jurisdiction and Licensor identity. The identity of the Licensor will depend on where you are based. This Agreement will be governed by and construed according to the laws of the relevant jurisdiction designated below.

    If you are based in: Identity of Licensor: Address for notices: Exclusive governing law: Courts exercising exclusive jurisdiction:
    A country in Europe , the Middle East or Africa RecordPoint Software EMEA Limited
    (UK Co Number 08741359)
    400 Thames Valley Park Drive Thames Valley Park, Reading, RG6 1PT United Kingdom The law of England and Wales The courts of England and Wales
    The Americas including the United States, Canada or any country in Central or South America or the Caribbean RecordPoint Software USA LLC
    (FEIN 05445608)
    11711 SE 8th Street, STE 310 Bellevue, WA 98005 United States The State of Washington The courts of Washington
    Anywhere else in the world RecordPoint Software APAC Pty Ltd
    (ACN 104 895 883)
    Level 29, 201 Elizabeth St, Sydney NSW 2000 The law of New South Wales The courts of New South Wales

    15.2. Notices. Notices under this Agreement may be delivered by hand, by mail or by email to the addresses specified in clause 15.1 (or as is amended in the Purchase Order Form). Notice will be deemed given:

    1. in the case of hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
    2. in the case of posting, three days after dispatch;
    3. in the case of email, upon receipt of transmission if received on a business day or otherwise at the commencement of the first business day following transmission.

    15.3. Variation. The provisions of this Agreement shall not be varied, except by agreement in writing signed by the parties. .

    15.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, unenforceable or void (including in respect of any unfair contract terms legislation), that provision will be deemed to be null and void and the remaining provisions of this Agreement will be severed and otherwise continue in full force and effect.

    15.5. Taxes. The Fees are exclusive of all taxes, levies, duties or other value-added or withholding taxes imposed or levied in connection with this Agreement, other than where expressly stated in the Purchase Order Form. You are responsible for all such taxes, duties and charges in addition to the Fees.

    15.6. Multi supplier environment and connectivity. You acknowledge that the Software is a cloud based records management ‘plug-in’ for third party software and that your access to and use of the Software will therefore be subject to the inherent limitations of both a cloud service offering and a multi supplier environment. In particular, you should note that the Software is built and operates on a third party platform (such as Microsoft Azure) and as such is subject to the technical and operational performance and characteristics of that platform. Similarly, the Software is a plug-in for records management software (such as Microsoft Office 365) and therefore is dependent on the functionality of the relevant third party product. In addition, your access to and use of the Software is dependent on having an appropriate connection to the Software, via the Internet or other network connections. We will have no liability to you or any third party for any loss or damage suffered due to or in connection with these third party components (for example, if you fail to renew or comply with your Microsoft Office 365 subscription) as they are beyond our reasonable control.

    15.7. Entire Agreement. Subject to clause 1.1, this Agreement and any executed Purchase Order Forms are the entire agreement between us regarding your access to and use of the Software and receipt of any ancillary Services. They supersede and displace all prior representations, arrangements, agreements, discussions, statements and understandings (written or oral) in respect of its subject matter.

    15.8. Assignment. This Agreement is personal to you and may not be assigned or novated without our prior written consent (not to be unreasonably withheld or delayed). We may assign or novate this Agreement by written notice to you and you will, on request, promptly and without charge execute any document we reasonably provide to you to effect this.

    15.9. Waiver. No failure, delay, forbearance or indulgence by either party in exercising any right under this Agreement will constitute (or be deemed to constitute) a waiver of that right. No right under this Agreement shall be deemed to be waived except by notice in writing signed by each party

    15.10. Counterparts. Where the parties formally execute this Agreement and/or any Purchase Order Form, they may be executed in counterparts by the respective parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. However, your access to and use of the Software and/or receipt of the Services shall indicate your continuing agreement to and acceptance of the terms of this Agreement and the relevant Purchase Order Form(s), regardless of whether and when they are formally executed by the parties.

    15.11. Survival. Subject to any provision to the contrary, this Agreement shall endure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but shall not endure to the benefit of any other persons. The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement.

  16. DEFINITIONS

    16.1. In this Agreement, unless the contrary intention appears:

    Confidential Information means the confidential information of a party which relates to the subject matter of this Agreement and includes information relating to:

    1. the technology and design of the Software;
    2. the personnel, policies or business strategies of the Licensor; or
    3. the terms upon which the Software has been made available for access and use;

    Fees means the Subscription Fees and any Service Fees;

    Force Majeure means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but are not limited to:

    1. acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;
    2. in the case of the Licensor, network, infrastructure or device failure (including any failures in respect of a third party platform such as Microsoft Azure, or data centre connectivity issues); and
    3. acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and strikes;

    Intellectual Property Rights means copyright, trade mark, design, patent, semiconductor or circuit layout rights;

    Licensor or we means the party identified as such in clause 15.1;

    Other Services means any additional services (such as premier support and maintenance services or consultancy services) that are not Subscription Services, as set out in a Purchase Order Form;

    Purchase Order Form means a purchase order form either provided by you or the Licensor for the provision of Services to you by the Licensor, a pro forma for which is set out in Attachment A to this Agreement;

    Services means Subscription Services and/or any Other Services, as set out in the relevant Purchase Order Form(s);

    Records 365 Service Description means the document of that name, available through our Website and on request, as amended from time to time during the Term;

    Support Services Description means the document of that name, available through our Website and on request, as amended from time to time during the Term;

    Service Fees means the amounts payable by you in connection with the Licensor’s provision of any Other Services, as set out in the Purchase Order Form for those Other Services;

    Software means the software described in the Records 365 Service Description and known as ‘Records365’, along with any enhancement, modification, update or new release of that software;

    Subscription Fees means the amounts payable by you in connection with the Licensor’s provision of Subscription Services, as set out in the Purchase Order Form for those Subscription Services;

    Subscription Services means the provision of access to the Software together with ancillary basic support and maintenance, as set in the Records 365 Service Description, the Support Services Description and the relevant Purchase Order Form;

    Subscription Period means the period of time during which the Licensor will provide Subscription Services to you, as stated in the Purchase Order Form for those Subscription Services;

    Term has the meaning given in clause 10.1;

    User means any individual designated by you as an authorised potential creator or viewer of records, regardless of whether that individual actually creates or views any records during the Subscription Period

    Virus means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; and

    Website means the website operated at the URL www.[subdomain].records365.com.au; and

    You or your, means the person listed as the ‘customer’ in the relevant Purchase Order Form.

  17. INTERPRETATION

    17.1. In this Agreement, unless the contrary intention appears:

    1. the clause headings are for ease of reference only and shall not be relevant to interpretation;
    2. a reference to a clause number is a reference to its subclauses;
    3. words in the singular number include the plural and vice versa;
    4. words importing a gender include any other gender;
    5. a reference to a person includes bodies corporate and unincorporated associations and partnerships;
    6. a reference to a clause is a reference to a clause or subclause of this Agreement;
    7. a reference to a subclause is a reference to a subclause of the clause in which that reference is made;
    8. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
    9. the recitals to this Agreement do not form part of the Agreement;
    10. monetary references are references to Australian currency.

    17.2. This Agreement shall be read in the following order of precedence:

    1. any executed Purchase Order Form (with the most recent taking precedence over any earlier Purchase Order Form, to the extent necessary);
    2. clauses 1 to 17 of this Agreement;
    3. the Records 365 Service Description; and
    4. the Support Service Description

    17.3. Where any conflict occurs, the relevant clauses of this Agreement shall, where possible, be read down to resolve such conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions shall be severed without otherwise diminishing the enforceability of the remaining provisions of this Agreement and any Purchase Order Forms.

    17.4. No provision of this Agreement will be interpreted as attempting to exclude or limit, or having the effect of excluding or limiting, the operation of relevant Copyright legislation as defind in the table below. Any provision which is inconsistent with any such subsection or section will be read down or otherwise deemed to be varied to the extent necessary to preserve the operation of such subsection, section or sections.

If you are based in: Identity of Licensor: Copyright Law
A country in Europe , the Middle East or Africa RecordPoint Software EMEA Limited
(UK Co Number 08741359)
The UK Copyright, Designs and Patents Act 1988 and any relevant amendments.
The Americas including the United States, Canada or any country in Central or South America or the Caribbean RecordPoint Software USA LLC
(FEIN 05445608)
The United States Copyright Act of 1976 and any relevant amendments.
Anywhere else in the world RecordPoint Software APAC Pty Ltd
(ACN 104 895 883)
The Australian Copyright Act 1968 and and relevant amendments.