Software Licence Agreement

2DFIRE SOFTWARE LICENCE AGREEMENT
THIS LICENCE AGREEMENT (hereinafter “Agreement”) is dated ________________ (enter the date that
this Agreement is signed)
BETWEEN THE LICENSOR:
2DFIRE AU TECHNOLOGY PTY LTD , ABN 86 635 330 942 (hereinafter “Licensor”)
of the following address:
Shop F1, Level 1, 683-689 George St, Sydney NSW 2000
AND THE LICNESEE:
______________________________________, ABN ______________ (hereinafter “Licensee”)
of the following address:
__________________________________________________________________________
RECITALS
WHEREAS, Licensor owns all right, title and interest in and to a certain Software of
intellectual property (hereinafter “Software”), defined specifically as the following:
2Dfire Cash Desk.
WHEREAS, Licensee wishes to use said Software;
WHEREAS, Licensor is willing to grant a licence in and to said Software.
NOW, therefore, in consideration of the promises and covenants contained herein, as well as
other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Parties do hereby agree as follows:


(1) DEFINITIONS
In this Agreement, the following definition apply:
“ACL” means the Australian Consumer Law which is contained in the Competition and
Consumer Act 2010 (Commonwealth).
“Agreement” means this agreement.
“Agreement Date” means the date marked at the top of this document.
“Business Day” means a day which is not a Saturday, Sunday, public holiday or bank holiday
in New South Wales and in Victoria.
“Commencement Date” means he date marked as Licence created under this Agreement
commences.
“Derivative Softwares” means Softwares that are an adaptation of the Software, that
reproduce a substantial part of the Software or that combine the Software with other preexisting
Software.
“Goods and Services Tax” means Goods and services Tax imposed on a supply of goods or
services in Australia, pursuant to the GST Law.
“GST” means Goods and Services Tax.
“GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999
(Commonwealth).
“Intellectual Property Rights” means, in relation to the Software, or any part, summary or
derivation of the Software, all present and all future right title and interest in or to any
confidential information, logos, brand names, business names, trade names, domain names,
registered trademarks, unregistered trademarks, registered designed, unregistered designs,
copyrights, patents, service marks, business know-how, inventions, computer programs,
business systems or other related information.
“Licence” has the meaning as defined in the “Grant of Licence” clause of this Agreement.
“Moral Rights” means the same as in the Copyright Act 1968 (Commonwealth).
“Party” means either the Licensor or the Licensee.
“Parties” means the Licensor and the Licensee collectively.
“Purpose” has the meaning as defined in the “Grant of Licence” clause of this Agreement.
“Software” means the Software of intellectual property which is described as follows:
2Dfire Cash Desk.


(2) INTERPRETATION
In this Agreement, the context otherwise requires, the following rules of interpretation shall
apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and Software referring to a plural
word or phrase have a corresponding meaning.
(c) If a word or phrase if defined in this Agreement then any grammatical variations of that
word or phrase have a corresponding meaning.
(d) Software referring to a person or persons include firms, corporations, associations,
partnerships, joint ventures, authorities, government bodies, organisations and other legal
entities, and vice versa.
(e) Any reference to time is a reference to time in New South Wales and Victoria.
(f) In the event that something must be done under this Agreement on or before a particular
date, if that date falls on a day which is not a business day, then the thing much be done on
or before the next business day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing
to be done.
(h) Headings and titles are included in this Agreement for convenience only and shall not affect
the interpretation of this Agreement.
(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably
necessary to give full effect to this Agreement and the events contemplated by it.
(j) A reference to legislation or any part of provision of that legislation includes any subordinate
legislation, any amended legislation, and any substituted legislation issued under that
legislation.
(k) A reference to an agreement or document is a reference to that agreement or document as
amended, replaced, supplemented or novated from time to time.
(l) A reference to a Party also includes that Party’s successors, assigns, legal personal
representatives and/or any person that is substituted by way of novation.
(m) Any reference to money currency, unless otherwise specified, is a reference to Australian dollars.


(3) GRANT OF LICENCE
(a) The Licensor owns the following property (the “Software”):
2Dfire Cash Desk
(b) In accordance with this Agreement, the Licensor grants the Licensee an exclusive licence to
use the Software (the “Licence”).
(c) The licence permits the Licensee to use the Software for the following purpose (“Purpose”):
Point of Sale System for purchase, payment, and data analysis.
(d) The Licensee may not use the Software for any purpose other than the Purpose described
under the preceding clause hereof, except with the Licensor’s express written permission.
(e) The Licensor retains title and ownership of the Software.
(f) Except as otherwise expressly provided in this Agreement, the Licensor retains all rights,
titles, interests and licences in the Software which are not expressly granted under this Agreement.


(4) SUB LICENCE
The Licensee must not sub-licence the Licensee’s rights under this Agreement.


(5) FEES
(a) Licensee shall pay to Licensor the Software subscription fee (the “Subscription”) which shall
be monthly payment paid up on the fifth day of each calendar month.
(b) The Licensor will set up Direct Debit method to charge the Licensee for the monthly
subscription fee. Direct Debit Terms and Conditions will be stated separately from this
Agreement.
(c) The Subscriptions Fee include software licence and technical support (email and phone)
which is available from 9:30 am to 6:30 pm (AEST) Monday to Friday. Software Emergency
support can be provided after hours however, on-site service is provided with extra charge.
(d) If the Licensee fails to pay the monthly software subscription fee over 14 days, the Licensor
has the right to terminate the software licence and related service at once.


(6) GOODS AND SERVICES TAX
(a) Unless otherwise explicitly agreed to by each of the Parties, the Subscription payable under
this Agreement excludes GST.
(b) In the event that GST is payable on the Subscription under this Agreement, the Licensee will
pay to the Licensor an amount equal to the GST payable on the Subscription fee (“ the GST
amount”), calculated by multiplying the subscription fee by the prevailing GST rate.
(c) The Licensee must pay the GST Amount to the Licensor at the same time and in the same
manner as the Subscription fee is payable.
(d) Any obligation on the Licensee to pay the GST Amount under this clause is conditional on the
Licensor providing to the Licensee a valid tax invoice in accordance with GST Law.
(e) This clause will survive Termination, expiration or Completion of this Agreement.


(7) MODIFICATIONS
The Licensee cannot make modifications to the Software unless permitted by the Licensor.


(8) CONFIDENTIALITY
(a) The Licensee hereby acknowledges and agrees that during the term of this Agreement, the
Licensee grant the Licensor have the access to information that is confidential and / or
commercially valuable to the Licensee (“Confidential Information” ), which may include but
is not limited to:
i. Information of whatever nature relating to the business activities, practices and
finances of the Licensee.
ii. Any other evaluation material, data information, stock information and other retail
information which relating specifically to the Licensee’s business or otherwise.
iii. Any information derived from any other information which falls within this definition
of Confidential information; and
iv. Any copy of any Confidential Information.
but does not include information which:
i. was known or in the possession of the Licensor before it was provided to the
Licensor by the Licensee, provided that it was known or in the possession of the
Licensor through legal means, and not as a result of any breach of this Agreement or
any other agreement or obligation relating to confidentiality (whether or not the
Licensor was a party to such other agreement or obligation).
ii. is, or becomes, publicly available, through no fault of the Licensor.
iii. is provided to the Licensor without restriction or disclosure by a third party, who did
not breach any confidentiality obligations by making such a disclosure.
iv. is provided to the Licensor by the Licensee and is marked “Non Confidential”, or
v. is required by law or regulation to be disclosed, but in the event that this exception
applies, it applies only to the absolute minimum necessary and provided that the
Licensee is first consulted to establish whether and if so how far it is possible to
prevent or restrict such enforced disclosure.
(b) The Licensor shall keep the Confidential information confidential and secret.
(c) This clause will survive Termination, expiration or completion of this Agreement.


(9) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
In the event that either Party (the “First Party”) becomes aware of any infringement or any
threatened infringement of any Intellectual Property Rights in relation to the Software, or of any
common law ‘passing off’ in relation to any intellectual property rights, then:
(a) The First Party must immediately notify the other Party of such infringement or ‘passing off’
(together hereinafter “Infringement”).
(b) The Parties must each take all reasonably necessary steps, including executing all necessary
documents, and must cooperate in good faith, in order to protect and enforce both Parties’
intellectual property rights in relation to the Software.
(c) The costs and expenses of any action taken under this clause in relation to an infringement
including but not limited to any legal costs, must be paid by the responsible party of the
infringement.


(10) LICENSOR WARRANTIES
(a) The Licensor hereby provides the following warranties (hereinafter the “Licensor’s
Warranties”):
i. That the Licensor has the full legal authority and capacity to enter this Agreement.
ii. That the Licensor owns or controls the rights in the Software which the Licensor is
providing to the Licensee under this Agreement.
iii. That the Licensor has the full legal authority to provide the Software to the Licensee.
iv. That there are no restrictions, legal or otherwise, which prevent the Licensor from
entering this Agreement.
v. That this Agreement, and the Software, do not and will not infringe the intellectual
property rights of any third party.
vi. That there are no legal claims, existing or threatened, and no other circumstances or
liabilities which may negatively affect or impair the Licensee’s ability to use the
Software in accordance with this Agreement.
vii. That except as otherwise expressly disclosed to the Licensee, to the best of the
Licensor’s knowledge, the Software is free from any defects.
(b) In the event that the Software breaches a warranty set out under this Agreement (“Breach”):
i. The Licensor will be responsible for any valid claim made by the Licensee in relation
to the Breach.
ii. In order to be entitled to make a claim in relation to the Breach, the Licensee must
lodge a claim details in writing.
iii. The Licensor is responsible for any expenses associated with any successful claim in
relation to the Breach.
iv. Any benefits provided to the Licensee in relation to the Breach are in addition to
other rights and remedies available to the Licensee under the law.
(c) The Licensor provides no warranties except for those set out in this Agreement or as
otherwise required by law.
(d) This clause will survive the termination or expiration of this Agreement.


(11) LICENSOR INDEMNITY
(a) The Licensor hereby indemnifies, keeps indemnified, and holds harmless the Licensee
against any losses, liabilities, claims, damages, expenses, charges, fines, penalties or other
costs whatsoever which the Licensee or any directors, employees, officers, agents,
representatives or contractors of the Licensee may incur, directly or indirectly, as a result of
a breach one or more of the Licensor’s Warranties.
(b) This clause will survive Termination, expiration or completion of this Agreement.


(12) LICENSEE WARRANTIES
(a) The Licensee hereby provides the following warranties (hereinafter the “Licensee’s
Warranties”):
I. That the Licensee has the full legal authority and capacity to enter this Agreement.
II. That the Licensee will only use the Software in accordance with the Licence granted
under this Agreement.
(b) This clause will survive Termination, expiration or completion of this Agreement.


(13) LICENSEE INDEMNITY
(a) The Licensee hereby indemnifies, keeps indemnified, and holds harmless the Licensor
against any losses, liabilities, claims, damages, expenses, charges, fines, penalties or other
costs whatsoever which the Licensor or any directors, employees, officers, agents,
representatives or contractors of the Licensor may incur, directly or indirectly in relation to:
I. The use, operation, storage, repair or maintenance of the Software; or
II. Any loss or damage to property in connection with the use, operation, storage,
repair or maintenance of the Software; or
III. Any injury (or death) suffered by any person in connection with the use, operation,
storage, repair or maintenance of the Software; or
IV. Any loss or destruction of the Software; or
V. Any damage to the Software; or
VI. Any breach of this Agreement by the Licensee or by any directors, employees,
officers, agents, representatives or contractors of the Licensee; or
VII. Any breach by the Licensee or by any directors, employees, officers, agents,
representatives or contractors of the Licensee, of any registration, license, permit,
authorisation, regulation, legislation, by-law, ordinance or rule relating to the use of
the Software; or
VIII. Any claim made by a third party against the Licensor that is related in any way to the
Licensee’s use of the Software; or
IX. Any costs which the Licensor might incur in enforcing its rights under this Agreement,
including the Licensor’s legal costs on a full indemnity basis.
(b) The Licensee will not be liable under this clause for any loss, liability, claim, damages,
expense, charge, find, penalty or other cost which is caused by the Licensor’s gross
negligence, wilful misconduct or bad faith.
(c) This clause will survive Termination, expiration of completion of this Agreement.


(14) WARRANTIES REGARDING COMPETITION
(a) Each Party hereby respectively warrants:
i. That this Agreement does not relate to a contract, arrangement, or understanding,
or a concerted practice for the purpose, or with the likely effect, of substantially
lessening competition:
ii. That this Agreement does not relate to some kind of exclusive dealing between the
parties, for the purpose, or with the effect or likely effect, of substantially lessening
competition;
iii. That this Agreement does not relate to some kind of arrangement involving “price
fixing”, whereby competitors have agreed on pricing rather than competing against
each other;
iv. That this Agreement does not relate to some kind of arrangement involving “output
restrictions”, whereby competitors have agreed to prevent, restrict, or limit the
volume or type of particular goods or services available;
v. That this Agreement does not relate to some kind of arrangement involving “market
sharing”, whereby competitors have agreed to divide or allocate customers,
suppliers, or territories among themselves rather than allowing competitive market
forces to work; and
vi. That this Agreement does not relate to some kind of arrangement involving “bid
rigging” or “collusive tendering”, whereby competitors have agreed they will not
compete genuinely with each other for tenders, allowing one of the competitors to
‘win’ the tender.
(b) This clause will survive termination, expiration or completion of this Agreement.


(15) LIMITATION OF LIABILITY
(a) Notice to the Licensee:
Our goods and services come with guarantees that cannot be excluded under the Australian
Consumer Law. For major failures with the service, you are entitled:
- to cancel your service contract with us with one month notice in writing; and
- to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a
failure with the goods or a service does not amount to a major failure, you are entitled to
have the failure rectified in a reasonable time. If this is not done you are entitled to a refund
for the goods and to cancel the contract for the service and obtain a refund of any unused
portion. You are also entitled to be compensated for any other reasonably foreseeable loss or
damage from a failure in the goods or service.
(b) The Licensee may have certain rights under the ACL, or under other similar or related
consumer protection laws.
(c) The ACL (or any other similar or related consumer protection laws) may give the Licensee
certain rights, warranties, guarantees and remedies regarding the provision of goods or
services by the Licensor, which cannot be excluded, modified or restricted by the Licensor
(“Statutory Right”).
(d) The Licensor’s liability to the Licensee is governed solely by the ACL (and any other similar or
related consumer protection laws) and by this Agreement.
(e) To the extent it is lawful, and except as otherwise provided in this agreement, neither Party
shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or
otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or
suffered by that other Party of an indirect or consequential nature including without
limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits or
business.
(f) When the Licensee’s Statutory Rights apply, to the maximum extent possible, the Licensor’s
liability in respect of any claim is limited to, at the Licensee’s option:
i. In the case of goods:
a. A replacement of the goods; or
b. The supply of equivalent goods; or
c. A repair of the goods; or
d. The payment of the cost of replacing the goods; or
e. The payment of the cost of acquiring equivalent goods or of having the
goods supplied again: or
f. The payment of the cost of having the goods repaired; and
ii. In the case of services:
a. The supply of the services again; or
b. The payment of the cost of having the services supplied again.
(g) This clause will survive the termination or expiration of this Agreement.


(16) TRANSFER OF RIGHTS
(a) This Agreement shall be binding on any successors of the Parties.
(b) This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or
otherwise transferred in whole or part by either Party without the prior written consent of
the other Party.
(c) The clause will survive termination, expiration or completion of this Agreement.


(17) COMMENCEMENT
The Licence created under this Agreement commences on the following date (“Commencement
Date”):
________________________

(18) TERMINATION
(a) This Agreement may be terminated by either Party by providing 30 days’ written notice to
the other Party.
(b) In addition, this Agreement may be terminated by the Licensor if:
i. The Licensee fails to pay any part of the Subscription or any other payment
when due under the terms of this Agreement.
ii. The Licensee is declared bankrupt, enters into administration or enters into
liquidation.
iii. The Licensee is in breach of this Agreement and fails to rectify the said breach
within 21 days after receiving notice from the Licensor of the said breach.
(c) In addition, this Agreement may be terminated by the Licensee if:
i. The Licensor is declared bankrupt, enters into administration or enters into
liquidation.
ii. The Licensor is in breach of this Agreement and fails to rectify the said breach within
21 days after receiving notice from the Licensee of the said breach.
(d) Immediately upon the termination of this Agreement:
i. Any and all rights in the Software will revert to the Licensor.
ii. Any and all subscription payments which have previously been paid by the Licensee
remain the Licensor’s property and the Licensee has no right to make any claim in
relation to them.
iii. Any and all obligations for subscription payment which are accrued but unpaid as at
the date of the termination must be paid in full to the Licensor.
iv. The Licensee must, upon demand by the Licensor, provide to the Licensor any and all
software documents and other related materials in the Licensee’s possession which
related to the Software.
v. The Licensee must, upon demand by the Licensor, take any reasonable steps as
requested by the Licensor to protect the Licensor’s right, title and interest in the
Software.
(e) In the event that this Agreement is terminated by the Licensee, the Licensee shall remain
liable for any and all Subscription payments or other payments accrued under the terms of
this Agreement as at the date of termination.


(19) NOTICES
(a) Any notice, demand, request or other correspondence in relation to this Agreement, which
is required or permitted to be given in writing will be deemed validly given to the Licensor if
delivered to the following address:
Suite 14, 33 Waterloo Rd, Macquarie Park NSW 2113
(b) Any notice, demand, request or other correspondence in relation to this Agreement, which
is required to permitted to be given in writing will be deemed validly given to the Licensee if
delivered to the following address:
_____________________________________________________________________
(c) Either Party (“the Nominating Party”) may nominate another address (“the New Address”)
by notifying the other Party in writing of the New Address. Any notice demand, request or
other correspondence in relation to this Agreement, which is required or permitted to be
given in writing will, after nomination of the New Address, be deemed validly given if
delivered to the Nominating Party at the New Address.


(20) WIRTTEN COMMUNICATION
In relation to any correspondence or notification which is required under this Agreement to be
provided in writing from one Party to the other Party:
(a) Such notice is properly given if given to the other Party:
i. By email to an email address that the other Party has nominated, acknowledged and
used to connection with this Agreement.
ii. By post to a postal address the other party has nominated, acknowledged or used in
connection with this Agreement.
(b) Such notice is taken to be received:
iii. If sent by email, when the email becomes capable of being retrieved by the recipient
at the relevant email address.
iv. If sent by prepaid post within Australia, five (5) days after the date of posting.
v. If sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.

(21) GENERAL PROVISIONS
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New
South Wales and Victoria and any applicable federal law. Both Parties consent to jurisdiction
under the state and federal courts within New South Wales and Victoria.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be
in the English language.
(c) AMENDMENTS: No amendment to or modification of this Agreement, and no additional
obligation or obligations in relation to this Agreement or the subject matter of this
Agreement, will bind any Party unless evidenced in writing and signed by both Parties.
(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights,
remedies or powers which a Party acquires under this Agreement are cumulative and apply
in addition to any rights, remedies or powers which that Party may otherwise have. Unless
expressly provided in this Agreement, noting in this Agreement shall in any way reduce,
extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party
may have.
(e) SURVIVAL OF OBLIGATIONS: notwithstanding any other provisions of this Agreement, at the
termination, expiration or completion of this Agreement, any provisions of this Agreement
which would by their nature be expected to survive termination, expiration or completion
shall remain in full force and effect, including but not limited to any provisions which are
explicitly stated to survive termination, expiration or completion.
(f) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall
be deemed to have been waived by any act of acquiescence of either Party. A power or right
under the terms of this Agreement may only be waived in writing, signed by the Party that is
waiving the said power or right. No waiver of any power or right under a term of this
Agreement shall constitute a waiver of any other power or right or of the same power or
right on a future date.
(g) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall
constitute a single agreement. If the dates set forth at the end of this document are
different, this Agreement is to be considered effective as the date that both Parties have
signed the agreement, which may be the later date.
(h) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due
to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil
authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters,
labour or transportation disputes, and other acts which may be due to unforeseen
circumstances.
(i) FORTHER ACTS: Each Party must, and must ensure that its directors, employees, officers,
agents, representatives and contractors do all things and sign, execute and delivery all
documents, agreements and instruments as reasonably required in order to give effect to
this Agreement and to the rights and obligations of the Parties created under this
Agreement.

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