Part B. Terms of Service
1. SaaS Service
Right to use the Service
1.1 Subject to the terms and conditions of this
Agreement, You are granted a non-exclusive, nontransferable, non-assignable, limited license to use
the SaaS Service and as permitted by the features
of the Service.
Availability
1.2 LOGiT will use commercially reasonable efforts to
make the SaaS Service available in accordance with
LOGiT Service Level Commitment.
Maintenance
1.3 LOGiT may perform scheduled maintenance on the
SaaS Service from time to time. LOGiT will
endeavour to schedule such maintenance to occur
outside of standard business hours. LOGiT will
endeavour to have less than 12 hrs of Scheduled
Maintenance per calendar month.
1.4 In addition, LOGiT may need to perform emergency
or unscheduled maintenance. These activities may
cause interruptions to access the SaaS Service.
1.5 LOGiT will use reasonable efforts to inform You in
advance of any Maintenance.
End Users
1.6 You are responsible for:
(a) each of the End Users’ compliance with this
Agreement; and
(b) identifying and authenticating all End Users,
approving access by such End Users to the
SaaS Service, controlling against unauthorised
access, and maintaining the confidentiality of
usernames and account information.
You agree to notify LOGiT of any unauthorised use.
2. Fees
Payment
2.1 You must pay the Fees as specified on the Key
Details
Invoices
2.2 LOGiT will invoice You in accordance with Key
Details.
2.3 Invoices are payable within 30 days from Invoice
Date.
3. Term and Termination
Term
3.1 This Agreement commences on the
Commencement Date as specified on the Key
Details and continues as provided in Item 1 on the
Key Details unless terminated earlier under clause
3.
Termination for Convenience
3.2 Either party may terminate this Agreement at any
time by providing sixty (60) days of written notice to
the other party.
Termination for Breach
3.3 Either party may terminate this Agreement by written
notice to the other party if:
(a) the other party commits a material breach of this
Agreement and fails to remedy that breach
within thirty (30) days of receiving a written
notice from the non-breaching party requiring it
to do so. Such notice by the non-breaching party
must expressly set out details of the claimed
breach in sufficient detail so as to provide the
alleged breaching party a meaningful
opportunity to remedy such alleged breach; or
(b) a party becomes Insolvent,
in which case this Agreement is terminated
immediately upon delivery of the written notice.
Effect of Termination
3.4 Upon termination of this Agreement:
(a) You must discontinue use of the SaaS Service;
(b) You must pay to LOGiT all charges and Fees
accrued and outstanding under this Agreement;
and
(c) accrued rights or remedies of either party are not
affected.
Survival
3.5 Termination or expiry of this Agreement will not
affect clauses 6, 7, 9 and 10 or any provision of this
Agreement which is expressly or by implication
intended to come into force or continue on or after
the termination or expiry.
4. Terms of Access
Restrictions on right to use the Service
4.1 You must use the SaaS Service strictly in
accordance with the terms of this Agreement, solely
for the purpose for which they were intended, and in
accordance with all Laws.
4.2 Except as expressly permitted under this Agreement
or to the extent permitted by Law, You and Your
employees, agents and contractors must not:
(a) decompile, disassemble, reverse compile or
otherwise reverse engineer all or any portion of
the SaaS Service, including any source code,
object code, algorithms, methods or techniques
used or embodied therein;
(b) modify, duplicate or create any derivative works
based upon any part of the SaaS Service;
(c) remove or alter any copyright, trademark, logo
or other proprietary notice or label appearing on
or in any part of the SaaS Service;
(d) sublicense, transfer, or otherwise provide
access to any part of the SaaS Service to any
third party other than as expressly permitted by
this Agreement;
(e) interfere in any manner with the SaaS Service or
any part of or services associated with the same;
(f) alter the any part of SaaS Service;
(g) upload or input (whether into the SaaS Service
or otherwise) any data or thing or take any steps
which might cause instability or damage to any
part of the SaaS Service or any of LOGiT’s
computer systems or network systems;
(h) use the access provided under this Agreement
to access or attempt to access any data that is
not part of the SaaS Service, Software or LOGiT
Materials; or
(i) remove, modify or obscure any data utilised by
the SaaS Service other than in the ordinary
operation of the SaaS Service or as expressly
permitted by this Agreement.
Passwords and Access
4.3 If, in order to be given access to all or any part of the
SaaS Service, You are asked by LOGiT to select a
user name and password which are needed for
access:
(a) You will be solely responsible for:
(i) maintaining the security of such user name
and password and access to the SaaS
Service using those details; and
(ii) all activities (by any person whatsoever) that
occur in accessing the SaaS Service using
those details;
(b) You agree:
(i) not to allow any unauthorised person to use
the user name and password to access the
SaaS Service;
(ii) immediately to notify LOGiT of any
unauthorized uses of the user name,
password or access to the SaaS Service or
any other breaches of security;
(iii) that any transactions or activities
undertaken under Your login credentials or
the login credentials of any of Your permitted
users will be deemed to have been
undertaken by You; and
(iv) to maintain, and give LOGiT access upon
request from time to time to, a current list of
all of Your permitted users authorized to
access the SaaS Service.
4.4 You acknowledge that LOGiT, its contractors,
suppliers and licensors, will not be liable for any acts
or omissions by You or Your personnel or any other
party You permit to access the SaaS Service,
including for any damages of any kind incurred as a
result of such acts or omissions.
5. Transition out of the SaaS Service
Data Retrieval Methods
5.1 You may retrieve or remove Your Data from the
SaaS Service at any time by using tools available
within the SaaS Services. LOGiT does not warrant
that the format of Your Data will be compatible with
any software.
5.2 If You wish to retrieve or remove Your Data in a
format other than what is available in the SaaS
Service, You may submit a written request to LOGiT
setting out Your preferences and requirements.
LOGiT will endeavour to provide You with a
“Transition Out Plan” or similar proposal together
with a fee proposal promptly after receipt of Your
request.
Retrieval Period after Termination
5.3 You have 30 days from the date of Termination (the
“Retrieval Period”) to:
(a) remove Your Data from the SaaS Service by
using the available tools within the SaaS
Service; or
(b) if You elect, appoint LOGiT to remove Your Data
in accordance with clause 5.2.
5.4 At the expiry of the Retrieval Period or completion of
the Transition Out Plan (as applicable) LOGiT may
delete Your Data from the SaaS Services.
(a) Access to Your Data during the Retrieval Period
is subject to the terms and conditions of this
Agreement, notwithstanding the fact that the
Agreement has been terminated.
6. Confidential Information
Obligations of confidence
6.1 Each party agrees to keep confidential, and not to
use or disclose, other than as permitted by this
Agreement, any Confidential Information of the other
party provided to or obtained by that party before or
after entry into this Agreement.
Exclusions
6.2 The obligations of confidence in clause 6.1 do not
apply to Confidential Information:
(a) that is required to be disclosed by applicable
law, or under compulsion of law by a court or
government agency or by the rules of any
relevant stock exchange or regulator, as long as
the disclosing party:
(i) discloses the minimum amount of
Confidential Information required to satisfy
the law or rules; and
(ii) before disclosing any information, gives a
reasonable amount of written notice to the
other party and takes all reasonable steps
(whether required by the other party or not)
to maintain that Confidential Information in
confidence;
(b) that is or becomes a part of the public domain
except as a result of a breach of this Agreement
or other obligation of confidence; or that is
already known by, or rightfully received, or
independently developed, by the recipient of that
Confidential Information free of any obligation of
confidence.
Restriction on disclosure
6.3 Each party agrees to disclose Confidential
Information only to those employees or agents who
are required to protect it against unauthorised
disclosure in a manner no less protective than under
this Agreement.
6.4 Each party may use and disclose Confidential
Information of the other party only:
(a) with the prior written consent of the other party;
or
(b) to that party’s directors, agents, employees,
contractors and permitted sub-contractors solely
for the exercise of rights or the performance of
obligations under this Agreement; or
(c) to professional legal, accounting or tax advisors
solely for the purposes of obtaining legal,
accounting or tax advice.
6.5 If either party discloses Confidential Information
under clauses 6.3 or 6.4, that party must ensure that
the information is kept confidential by the person to
whom it is disclosed and is only used for the
purposes of performing the SaaS Services under
this Agreement.
7. Intellectual Property
No assignment
7.1 LOGiT retains any Intellectual Property Rights
(including future Intellectual Property Rights) in or
arising out of:
(a) the SaaS Services;
(b) LOGiT Material; and
(c) any developments or enhancement to anything
set out above resulting from this Agreement or
otherwise created by LOGiT in the performance
of the SaaS Services.
7.2 You retain all ownership and Intellectual Property
Rights in Your Data.
7.3 You grant LOGiT a licence to use, copy, transmit,
store, and backup Your Data for the purposes of
enabling You to access and use the SaaS Service
and for any other purpose related to provision of
services to You.
7.4 If You enable third party applications for use in
conjunction with the SaaS Service, you
acknowledge that:
(a) LOGiT may allow the providers of those third
party applications to access Your Data as
required for the interoperation of such third party
applications with the SaaS Service;
(b) LOGiT shall not be responsible for any
disclosure, modification or deletion of Your Data
resulting from any such access by third party
application providers; and
(c) Your right to use such third party applications is
governed by the terms of the third party
applications license agreement (if any) and not
under this Agreement.
Derived Data
7.5 LOGiT has the right to collect and analyse data and
other information relating to the provision, use and
performance of the SaaS Service (System Derived
Data). LOGiT may use System Derived Data to
improve and enhance the SaaS Service and for
other development, diagnostic and corrective
purposes in relation to the SaaS Service.
Personal Information
7.6 The parties acknowledge and agree that Your Data
may contain Personal Information. In collecting,
holding and processing Personal Information
through the SaaS Service, each party must comply
with the Privacy Act 1988 (Cth) and any other
applicable legislation or privacy guidelines as
amended from time to time.
7.7 You must obtain all necessary consents from the
relevant individual to enable LOGiT to collect, use,
hold and process Personal Information in
accordance with the Agreement.
8. Warranties
Disclaimers
8.1 Except as otherwise set out in this Agreement,
LOGiT:
(a) provides the SaaS Services to You on an “as is”
basis;
(b) does not warrant that the SaaS Services will be
error free or will operate without interruption or
will perform in the manner intended by You or
will meet Your requirements.
8.2 Without limiting the generality of clause 8.1, You
acknowledge and agree that:
(a) while LOGiT will use its best endeavours to
ensure the SaaS Service, LOGiT Materials or
Software remains accessible and error free,
LOGiT does not warrant that any of those things
will at all times be free from error, virus or other
defect, nor that access will remain uninterrupted;
(b) LOGiT does not warrant that Your or Your
permitted users’ use of the SaaS Service, LOGiT
Materials or any Software will not cause
infringement of any third party rights;
(c) LOGiT does not guarantee the privacy, security,
authenticity or non-corruption of any information
transmitted through, or stored in any system
connected to, the internet;
(d) access to or any reliance by You upon any
Software outputs is at Your own risk;
(e) internet and internet browser access is required
in order to access the SaaS Service and You are
solely responsible to obtain such internet and
browser access;
(f) LOGiT does not provide You with internet or
browser access;
(g) although LOGiT will make regular backups of all
data utilised by the SaaS Service and Software,
You are solely responsible for creating backups
and copies of all Your Data and any outputs from
or inputs into the SaaS Service or any Software;
(h) LOGiT shall bear no responsibility or liability
whatsoever arising out of any damage or loss of
any data or content or for any other
consequences arising out of Your failure to back
up all or any such content or data.
Mutual Warranties
8.3 Each party warrants that:
(a) it has the right, power, authority and entitlement
to execute this Agreement and perform its
obligations under this Agreement;
(b) this Agreement constitutes a legal, valid and
binding obligation and is enforceable in
accordance with its terms;
(c) in entering into and performing its obligations
under this Agreement it has not been, and will
not be, in breach of any relevant law or any
obligation owed to another person;
(d) there is no current, pending or threatened
litigation, arbitration, investigation, inquiry or
proceeding in which it is involved and that will or
may have an adverse effect on its ability to
comply with this Agreement; and
(e) it has all necessary licences, approvals, permits
and consents to enter into and perform its
obligations under this Agreement.
9. Limitation of Liability and Indemnity
Limitation of Liability
9.1 To the maximum extent permitted by law and subject
to clause 9.3 but notwithstanding anything else to
the contrary in this Agreement, in no event will
LOGiT be liable to You or to any third party for:
(a) loss of bargain, loss of revenues, loss of
reputation, indirect loss, loss of profits,
consequential loss, loss of actual or anticipated
savings, lost opportunities, including
opportunities to enter into arrangements with
third parties, loss or damage in connection with
claims against You by third parties and loss or
corruption of data.
9.2 Subject to clauses 9.1 and 9.3, LOGiT’s liability to
You for loss or damage in connection with this
agreement is limited to, at the election of both
parties:
(a) Fees paid by You under this Agreement in the
12 months before the cause of action arose; or
(b) re-performance of the particular Professional
Service or SaaS Service.
9.3 To the extent that the Competition and Consumer
Act 2010 (Cth) implies any warranties under this
Agreement, then LOGiT’s liability in respect of those
implied warranties is limited:
(a) in the case of goods, to any one or more of the
following (as LOGiT may in its discretion
determine):
(i) the replacement of the goods or the supply
of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the
goods or acquiring equivalent goods; or
(iv) the payment of the cost of having the goods
repaired; or
(b) in the case of services, to any one of the
following (as LOGiT may in its discretion
determine):
(i) the supplying of the services again; or
(ii) the payment of the cost of having the
services supplied again, except as expressly
provided elsewhere in this Agreement.
Mutual Indemnity
9.4 If use by LOGiT of Intellectual Property Rights
received from You or Your agents results in LOGiT
being subject to a claim for infringement of any
Intellectual Property Right of a third party You agree
to indemnify LOGiT against any claims, demands,
damages, costs and expenses made against or
suffered by LOGiT as a result of any such claim or
action.
9.5 If use by You of the SaaS Services, results in You
being subject to a claim for infringement of any
Intellectual Property Right of a third party LOGiT
agrees to indemnify You against any claims,
demands, damages, costs and expenses made
against or suffered by You as a result of any such
claim or action.
10. General
Assignment
10.1 No party may assign its interest in this Agreement
without the consent of the other party, except that a
party may assign or novate its interest in this
Agreement to any company within its group of
companies without the other party’s consent.
Dispute Resolution
10.2 If any dispute, controversy or claim arises out of or
in respect of this Agreement, the parties shall
endeavour to resolve the matter by negotiation, and
failing negotiation, the parties shall refer same to
mediation administered by such person or
organisation as the parties may determine by
agreement or, failing agreement, by the Australian
Commercial Disputes Centre.
10.3 The mediation of any dispute, controversy or claim
shall be conducted at Brisbane, Australia or at such
other place as the parties may agree.
10.4 The mediation shall be held in accordance with the
rules laid down by the mediator whose fees will be
paid equally by the parties to this Agreement.
Entire agreement
10.5 These Terms along with any relevant documents
referenced or any other notices or instructions
provided to You, are the entire agreement between
us and You regarding the Software/Professional
Services and supersede and extinguish all prior
agreements, discussions, and representations.
Exclusion of Vienna Convention
10.6 The United Nations Convention on Contracts for the
International Sale of Goods (Vienna Sales
Convention) is expressly excluded in all respects
from and does not apply to this Agreement or the
transactions contemplated by it.
Force Majeure
10.7 Neither party will be in breach of this Agreement as
a result of, or liable for, any failure or delay in the
performance of its obligations under this Agreement
to the extent that the failure or delay is wholly or
partially caused, directly or indirectly, by a Force
Majeure Event or any act or omission of the other
party.
Governing Law and Jurisdiction
10.8 The rights and obligations of the parties to and under
these Terms shall be governed by and construed
under the laws of the State of Queensland, Australia.
The parties submit to the exclusive jurisdiction of the
state and federal courts located in Queensland,
Australia.
Notices
10.9 Notices and any relevant documentation must be
made in writing. Notices are to be sent to the parties’
nominated details as set out in the Key Details.
Severability
10.10 If any part or provision of these Terms is deemed
invalid, unenforceable or in conflict with the law, that
provision shall be is replaced with a provision which,
as far as possible, accomplishes the original
purpose of that provision. This shall not affect the
validity or enforceability of any other provision.
Waiver
10.11 The failure of either party to enforce any right or
provision in these Terms shall not constitute a waiver
of such right or provision unless acknowledged and
agreed to by such party in writing.
11. Definitions and Interpretation
Definitions
11.1 In this Agreement:
Agreement means collectively the Key Details, these Terms
and Conditions, and all Annexures.
Commencement Date means the date specified in the Key
Details.
Confidential Information of a party means the terms and
existence of this Agreement and any information:
(a) relating to, but not limited to, the party’s
commercial activities, technologies, business
processes, strategic information, and pricing
information;
(b) relating to the business and affairs of that party;
(c) relating to the customers, clients, employees,
sub contractors or other persons doing business
with that party;
(d) which is by its nature confidential;
(e) which is designated as confidential by that party;
or
(f) which the other party knows or ought to know, is
confidential,
(g) and includes all trade secrets, knowhow,
financial information and other commercially
valuable information of that party, and in the
case of LOGiT, includes the Software, LOGiT
Material and the Fees.
Corporations Act means Corporations Act 2001 (Cth).
Derived Data means data LOGiT collects relating to Your
use of the SaaS Services.
Fees means the fees specified in the Key Details.
Initial Period means the initial period specified in the Key
Details.

Insolvent means, with respect to an entity or individual, that
they are or state that they are insolvent, are unable to pay
their debts as they come due, are in liquidation or bankrupt,
are under administration or have a controller appointed to
their property, cease conducting business in the normal
course, are subject to any arrangement to protect them from
creditors or they dissolve.
Intellectual Property Rights means all industrial and
intellectual property rights, both in Australia and throughout
the world, and includes any copyright, moral right, knowhow, inventions, processes, registered or unregistered trade
mark, registered or unregistered design, patent (whether
registered, unregistered or applied for), registered or
unregistered plant breeder’s right, trade secret, right in
relation to semiconductors and circuit layouts, trade or
business or company name, indication or source or
appellation of origin or other proprietary right, or right of
registration of such rights.
Law means common law, principles of equity, and laws
made by parliament (laws made by parliament include State,
Territory and Commonwealth laws and regulations and other
instruments under them, and consolidations, amendments,
re-enactments or replacements of any of them).
LOGiT Material means all documents, materials and works
of whatsoever nature which form part of or are accessible via
the SaaS Service or to which LOGiT otherwise provides You
with access and in which LOGiT professes to hold
Intellectual Property Rights.
Personal Information has the meaning given to that term
by the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth) and any
ancillary rules, guidelines, orders, directions, directives,
codes of conduct or other instruments made or issued under
it, as amended from time to time.
Privacy Laws means:
a) the Privacy Act;
b) the Australian Privacy Principles (or APPs)
contained in schedule 1 Privacy Act; and
c) all other applicable laws, regulations, registered
privacy codes, privacy policies and contractual
terms in respect of the processing of Personal
Information.
SaaS Service means the software services set out in the
Key Details.
Software means all and any software that forms part of the
SaaS Service, including any software You access via the
SaaS Service, and any other software to which LOGiT from
time to time provides You with access.
System Derived Data means data LOGiT collects relating
to the Your use of the SaaS Service.
Term means the term contemplated by clause 3.
Your Data means electronic data and information submitted
by or for You to the SaaS Service.
Interpretation
11.2 In this Agreement:
(a) headings are for convenience only and do not
affect the interpretation of this Agreement;
(b) words denoting the singular include the plural
and vice versa;
(c) words denoting individuals includes
corporations, associations, trustees, and
partnerships;
(d) words denoting any gender include all genders; 
(e) all references to dates and times are to
Australian Eastern Standard Time (AEST
GMT+10);
(f) the meaning of any general language is not
restricted by any accompanying example, and
the words ‘includes’, ‘including’, ‘such as’ or ‘for
example’ (or similar phrases) do not limit what
else might be included;
(g) a reference to this Agreement includes the
agreement recorded by this Agreement;
(h) no rule of construction applies in the
interpretation of this Agreement to the
disadvantage of the party preparing the
document on the basis that it put forward this
Agreement or any part of it;
(i) a reference to a party is a reference to LOGiT or
You, and a reference to the parties is a reference
to both LOGiT and You; and
(j) a reference to applicable law is to any relevant
law (including any subordinate or delegated
legislation or statutory instrument of any kind) of
a jurisdiction in or out of Australia, and also to
any relevant judgment, order, policy, guideline,
official directive, code of conduct, authorisation
or request (even if it does not have the force of
law) of any government agency or regulatory
body, such as a stock exchange, within or
outside Australia.