MasterDataOnline TERMS OF USE
By Clicking the “I accept ” button displayed as part of the registration process (where applicable), you agree to the following terms which set out the agreement under which MasterDataOnline licences you, or the company or other entity for which you are accepting the terms, to use the “MasterDataOnline system ”.
If you are entering into the agreement on behalf of a company or other legal entity, you represent that you have the Authority to bind the entity to these terms, in which case the terms “YOU” or “YOUR” refer to the entity. If you do not have that authority, or If you do not agree with these terms and conditions, you must select the “I DECLINE” button (where applicable) and may not access or use the MasterDataOnline system.
WELCOME
Prospecta Software will provide you with access to the MasterDataOnline(MDO) System using a web browser, data encryption, transmission, access and storage.
The MasterDataOnline System is offered per named user:
This Agreement covers your use of the edition of the MasterDataOnline System that you procure. There is a definitions section at the end of the Agreement.
If you wish to obtain a licence/subscription to use of the MasterDataOnline System, MasterDataOnline may issue you a quote document setting out pricing for the edition or editions of the MasterDataOnline System, and associated services, that MasterDataOnline proposes to supply to you. You may accept a quote in the manner specified in the quote document.
Each time you accept a quote issued by Prospecta Software, you enter into a separate agreement with Prospecta Software consisting of the terms of this Master Subscription Agreement, the terms set out in the quote document and the terms of the Prospecta Software privacy policy.
1. LICENCE GRANT/SUBSCRIPTION
(a) Prospecta Software grants You a non-exclusive, non-transferable licence/subscription to use the MasterDataOnline System on the terms of this Agreement solely for the internal requirements of Your business.
(b) The licence/ subscription granted by this Agreement commences immediately and continues for the specified period in the aggreement unless terminated in accordance with paragraph 8.
(c) You must not:
(i) sublicence, provide or otherwise make available the MasterDataOnline System or any part of it in any form to, or use the MasterDataOnline System or any part of it for, any other person except as expressly authorised by this Agreement; or
(ii) directly or indirectly reverse engineer, reverse assemble or decompile the MasterDataOnline System, or any part of it.
2. FEES
(a) You will pay all fees in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. The licence/ subscription fee will be payable no later than 14 days after You accept the terms of this Agreement. Subsequent licence/ subscription fee must be paid in advance on or before the anniversary date of each month as applicable.
(b) All payment obligations are non-cancellable and all amounts paid are non-refundable.
(c) Prospecta Software reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to You, which notice may be provided by e-mail.
3. YOUR OBLIGATIONS AND RESPONSIBILITIES
In addition to the requirements of paragraph 1, You:
(a) are and will be responsible and liable for the acts omissions of the Administrator and each User in connection with the MasterDataOnline System and this Agreement as if they were Your acts and omissions;
(b) accept liability for any unauthorised use of any username or password issued to the Administrator or a User except for unauthorised use resulting from any negligent act or omission legally attributable to Prospecta Software;
(c) will obtain any consents required under a Privacy Law for the disclosure of Personal Information to Prospecta Software;
(d) will make sure that the Administrator:
(i) issues a name and password to each User and specify the level of access that each User will be permitted to have to the MasterDataOnline System;
 
(ii) makes sure that each User accesses and uses the MasterDataOnline System strictly in accordance with this Agreement;
 
(iii) develops appropriate security measures and make sure that the measures are in place and observed throughout the term of this Agreement so that all issued and un-issued User names and passwords are kept secure and are only used by Users and in accordance with this Agreement; and
 
(iv) monitors the access to and use of the MasterDataOnline System by each User to make sure that it complies with this Agreement and the security measures referred to in paragraph (d)(iii)
 
(e) must use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Prospecta promptly of any such unauthorized access or use.
(f)You shall not:
(i) make the Service available to anyone other than Users;
 
(ii) use the Service to store or transmit infringing, libellous or otherwise unlawful material
 
(iii) interfere with or disrupt the integrity or performance of the Service
 
(iv) attempt to gain unauthorized access to the Service or their related systems or networks.
4. PROSPECTA SOFTWARE’S OBLIGATIONS AND RESPONSIBILITIES
Prospecta Software will:
(a) assign You an Administrator level login name and password to enable You to allocate usernames, passwords and level of access permissions for Users (including any other Administrators) to access the MasterDataOnline System;
(b) use reasonable efforts when access becomes unavailable to restore access as soon as practicable;
(c) perform scheduled maintenance to the MasterDataOnline System from time to time and use reasonable endeavours to perform the maintenance at times that will least affect You, Users and Administrators;
(d) post details of scheduled maintenance on the website at least 48 hours in advance of the maintenance if scheduled maintenance requires the MasterDataOnline System to be offline or potential disruptions to the service;
(e) perform unscheduled maintenance as required;
(f) post details on the website after unscheduled maintenance has been completed if unscheduled maintenance requires the MasterDataOnline System to be offline;
(g) archive Your data onto backup mechanisms(where applicable);
(h) in consultation with You, restore Your data from the last known good archive in the event of equipment failure or data corruption;
(i) comply with the requirements of the Privacy Acts in relation to any Personal Information collected from You by Prospecta Software in connection with this Agreement;
(j) supply You with services specified in the quote document accepted by You in accordance with the terms of this Agreement;
(k) provide best endeavours to maintain administrative, physical and technical safeguards for the protection of the security, confidential and integrity of Your data
5. ACCOUNT INFORMATION & DATA
(a) Prospecta Software does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”).
(b) You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of, and for obtaining any necessary intellectual property rights licences and/or consents required under any Privacy law for You and/or Prospecta Software to use, all Customer Data.
(c) Prospecta Software will not be responsible or liable for any deletion, correction, destruction, damage, loss of or failure to store any Customer Data.
(d) If this Agreement is terminated (other than by reason of your breach), You are permitted to use standard reports to download data. Alternatively, Prospecta Software will make available to you a file of Your Data within 30 days of termination if you so request at the time of termination for a fee based upon time and material effort.
(e) Prospecta Software reserves the right to withhold, remove and/or discard Customer Data without notice for any breach by You of this Agreement, including a non-payment by You of any amount payable to Prospecta Software.
(f) If Prospecta Software terminates this Agreement because of Your breach of the Agreement, your right to access or use Customer Data immediately ceases, and Prospecta Software will have no obligation to maintain or forward any Customer Data.
6. CONFIDENTIAL INFORMATION
Each of You and Prospecta Software agree that you:
(a) may only use Confidential Information of the other for the purposes of this Agreement; and
(b) will keep confidential all Confidential Information of the other. Confidential Information of the a party may only be disclosed by the other:
(i) to the extent required by law; or
 
(ii) to other persons to the extent that they need the Confidential Information for the purposes of this Agreement and who have agreed to comply with the confidentiality obligations of this Agreement.
7. EXCLUSIONS AND LIMITATIONS OF LIABILITY
(a) To the maximum extent permitted by applicable law, Prospecta Software excludes from this Agreement all implied conditions and warranties except any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this paragraph to be void (“non-excludable condition”).
(b) Prospecta Software’s liability to You, all Administrators and all Users for breach of any non-excludable condition (other than an implied warranty of title) is limited, at Prospecta Software ’s option, to: (a) refunding the price of the goods or services in respect of which the breach occurred; or (b) providing, replacing or repairing those goods or providing those services again (except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, in respect of which Prospecta Software’s liability is not limited by this Agreement).
(c) Nothing in this Agreement excludes or limits the application of any provision of any statute where to do so would: (a) contravene that statute; or (b) cause any part of this Agreement to be void.
(d)Other than non-excludable conditions, Prospecta Software does not make any promises about the availability, functionality or suitability of the MasterDataOnline System for Your purposes. To the maximum extent permitted by applicable law, Prospecta Software excludes all liability to You, all Administrators and all Users, whether in contract, tort (including negligence) or otherwise: (a) arising from any unavailability, or failure in the functionality, of the MasterDataOnline System; (b) arising from any circumstance beyond the reasonable control of Prospecta Software ; (c) for any loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against You under or in any way connected with this Agreement or the MasterDataOnline System.
(e) To the maximum extent permitted by the applicable law, Prospecta Software’s total aggregate liability, whether in contract, tort (including negligence) or otherwise, to You and each Administrator and User in connection with the use of the MasterDataOnline System and under or in connection with this Agreement will not exceed the total fees paid by You during the term of this Agreement at the time the event or series of events giving rise to liability first occurred.
8. TERM AND TERMINATION
(a) You may terminate this Agreement at any time by written notice to Prospecta Software which must be given no later than 30 days prior to the anniversary of the commencement date, and which takes effect on the anniversary of the commencement date each month.
(b) Either party may terminate this Agreement immediately by notice in writing if the other party is in breach of any term of this Agreement and the breach is not remedied within 30 days of notification of the breach to the party in default.
(c) This Agreement will terminate automatically and immediately without notice to You if You do not comply strictly with paragraph 2 of this Agreement.
(d) If this Agreement expires or terminates for any reason:
(a) You must destroy or return all copies of any Confidential Information that You have or that You control, or return such material as directed by Prospecta Software;
 
(b) you will not be entitled to receive any refund of any part of the fees; and
 
(c) subject to paragraph (c), Prospecta Software will be released from all its obligations in relation to any data generated by Your use of the MasterDataOnline System and stored on systems controlled by Prospecta Software.
 
(e) Termination of this Agreement will not affect any rights or remedies which You or Prospecta Software may have under or in connection with this Agreement.
9. PRIVACY & SECURITY
(a)Prospecta Software’s privacy and security policies may be viewed at
http://www.masterdataonline.com/privacy-policy
.
(b) You acknowledge and agree that, in using the MasterDataOnline System, You may disclose Personal Information to Prospecta Software and Prospecta Software may be regarded, under the Privacy Laws, as having collected Personal Information. You will obtain any necessary consents from individuals whose Personal Information is entered into the MasterDataOnline System by You or on Your behalf.
10. FORCE MAJEURE
Neither party is liable for any failure to perform or delay in performing its obligations under this Agreement if that failure or delay is due to anything beyond that party’s reasonable control. If that failure or delay exceeds 60 days, either party may terminate this Agreement with immediate effect by giving notice to the other party. This paragraph does not apply to any obligation to pay money.
11. TAXES
All amounts payable under or in connection with this Agreement are exclusive of applicable taxes or government charges unless expressly stated to the contrary in order documentation supplied to You by Prospecta Software.
12. ENTIRE AGREEMENT AND ALTERATION
(a) This Agreement is the entire agreement between You and Prospecta Software as to its subject matter.
(b) Prospecta Software reserves the right to modify the terms of this Agreement or its policies relating to the MasterDataOnline System at any time, effective on posting of an updated version of this Agreement on the MasterDataOnline System. Continued use of the MasterDataOnline System following the posting of an updated version of this Agreement constitutes acceptance of the updated version. You are responsible for regularly reviewing this Agreement.
13. ASSIGNMENT
You may not assign or otherwise transfer any of Your rights or obligations under this Agreement without the prior written consent of Prospecta Software, which Prospecta Software may give or withhold as it sees fit.
14. GOVERNING LAW
This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from those courts.
15. DEFINITIONS AND INTERPRETATION
Definitions
In this Agreement
“Administrator” means a User who is authorised by Prospecta Software to exercise the rights and carry out the responsibilities described in paragraph 5.
“Agreement” means the collective terms set out in:
(a) this Master Subscription Agreement;
(b) a quote document supplied to You by Prospecta Software and accepted by You; and
(c) the Prospecta Software privacy policy in place at the time You enter into this Agreement.
“Confidential Information” of a party (Disclosing Party) means the following information, regardless of its form and whether the party receiving the information (Receiving Party) becomes aware of it before or after the date of this Agreement:
(d) all information treated by the Disclosing Party as confidential or which the Recipient ought reasonably to know is confidential to the Disclosing Party and includes:
 
(i) where Prospecta Software is the Disclosing Party, the terms of this Agreement, including all fees, charging and billing terms, all information and know-how relating to the MasterDataOnline System; and
 
(ii) where You are the Disclosing Party, Personal Information of Administrators and Users and reports produced by You using the MasterDataOnline System;
 
(e) all notes and other records prepared by the Receiving Party based on or incorporating information referred to in paragraph (a) of this definition; and
(f) all copies of the information, notes and other records referred to in paragraphs (a) and (b) of this definition,
but does not include:
(g) information the Recipient creates (whether alone or jointly with any third party) independently of the Disclosing Party; and
(h) information that is or becomes public knowledge, or that is acquired by the Recipient, otherwise than as a result of a breach of confidence by any person.
“Personal Information” has the meaning given to that term in the Privacy Act 1988 (Cth).
“Privacy Laws” means any applicable legislation relating to privacy of personal information.
“ Prospecta Software” is the trading name for Prospecta Software Australia Pty. Ltd.
“MasterDataOnline System” means software as a service business application(s); MasterDataOnline and any associated services specified in a quote document issued to you by Prospecta Software and accepted by You.
“User” means any of your employees, agents and contractors whom You permit to access the MasterDataOnline System.
“You” means the person, company or entity that enters into this Agreement with Prospecta Software.
Interpretation
In this Agreement, except where the context otherwise requires:
(a) headings are for ease of reference only and do not affect the meaning of this Agreement;
(b) the singular includes the plural and vice versa and words importing a gender include other genders;
(c) other grammatical forms of defined words or expressions have corresponding meanings;
(d) a reference to a paragraph, schedule or annexure is a reference to a paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures;
(e) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
(f) a reference to $ is a reference to United States Dollar currency. A reference to $AUD is a reference to Australian Dollar currency
(g) words such as “including”, “for example”, “such as” or similar expressions do not limit the meaning of words to which they relate;
(h) a reference to a specific time for the performance of an obligation is a reference to that time in the State, Territory or other place where that obligation is to be performed;
(i) a reference to a party includes its executors, administrators, successors, and permitted assigns;
(j) words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and
(k) a reference to You accepting a quote document issued to You by Prospecta Software means that the document has been accepted by You in accordance with the procedure specified in the quote document.