Contact us if you have questions not answered here and we will do our best to answer.
a. Subscribers will at times enter into separate Service Orders for other services. Once executed by both parties, each Service Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Service Orders. If there is a conflict between the terms of this Agreement and the terms of a Service Order, the terms of this Agreement will control unless the Service Order states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order. ICSR will provide, and Subscriber will pay for, all ICSR Services set out in each Service Order, subject to the terms of the Service Order and this Agreement.
b. Service Order Type. Service Orders will be one of the following types:
i. New: A new Service Order sets forth the ICSR Services and applicable Scope Limitations.
ii. Amendment: An amendment to a Service Order modifies an existing Service Order (e.g., to change the scope, add Add-On Services, or add Professional Services). The amendment will apply for the remainder of the term of the Service Order(s). For the avoidance of doubt, Subscriber must pay all outstanding fees for usage prior to the Service Order amendment date in accordance with the terms set forth in the previous Service Order(s).
iii. Renewal: A renewal renews Subscriber’s existing ICSR Service subscription.
c. Service Orders must be executed by both parties to be valid.
i. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and any applicable Order Forms, (b) provide applicable ICSR standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Our employees), Internet service provider failure or delay, Non-ICSR Application, or denial of service attack.
ii. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Except with respect to a Free Trial, to the extent that ICSR processes any Personal Data (as defined in the DPA) contained in Customer Data, on Customer’s behalf, in the provision of the Services, the terms of the data processing addendum at http://ICSR.com.au/dataprocessingaddendum.pdf ("DPA"), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer and its applicable Affiliates are each the data exporter, and Customer's signing of this Agreement, and an applicable Affiliate's signing of an Order Form, shall be treated as signing of the Standard Contractual Clauses and their Appendices.
iii. Our Personnel. We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement, except as otherwise specified herein.
d. Beta Services. From time to time, we may make Beta Services available to you at no charge. You may choose to try such Beta Services or not in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-ICSR applications and content, shall apply equally to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
a. Defence and Indemnification. ICSR will, at its expense, either defend Subscriber from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Subscriber alleging that Subscriber’s use of the ICSR Services infringe or misappropriate any patent, copyright, trade secret, or trademark, right of any third party, and indemnify Subscriber from all damages, costs, and attorneys’ fees finally awarded in any such Claim or paid to any third party to settle any such Claim. ICSR’s obligation under this section is contingent on Subscriber giving ICSR prompt written notice of the Claim; Subscriber granting ICSR full and complete control over the defence and settlement of the Claim; and Subscriber providing assistance in connection with the defence and settlement of the Claim as ICSR may reasonably request, at ICSR’s cost. Subscriber will not defend or settle any Claim eligible for indemnification under this section without ICSR’s prior written consent.
b. Infringement Remedy. If Subscriber is enjoined or otherwise prohibited from using the ICSR Services or a portion thereof based on an allegation that the ICSR Services violate any third party intellectual property right (including a Claim), or if ICSR reasonably determines that such prohibition is likely, then ICSR will, at its sole expense and option: (a) obtain for Subscriber the right to use the allegedly infringing portions of the ICSR Services; (b) modify the allegedly infringing portions of the ICSR Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the ICSR Services with non-infringing items of substantially similar functionality. If ICSR determines that the foregoing remedies are not commercially reasonable, then ICSR may terminate the impacted Service Order, or portion thereof, and will promptly provide a prorated refund to Subscriber for any prepaid fees received by ICSR for any ICSR Services that have not yet been performed at the time of termination.
c. Exclusions from Obligations. ICSR will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon use of the ICSR Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; any aspects of the ICSR Services that are provided to comply with designs, requirements, or specifications required by or provided by Subscriber, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; use of the ICSR Services by Subscriber for purposes not intended or outside the scope of the license granted to Subscriber; Subscriber’s failure to use the ICSR Services in accordance with written instructions provided by ICSR, if the infringement or misappropriation would not have occurred but for such failure; or any modification of the ICSR Services not made or authorized in writing by ICSR where such infringement or misappropriation would not have occurred absent such modification.
1. Limited Remedy. This Section 8 states ICSR’s sole and exclusive liability, and Subscriber’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the ICSR Services.
2. INTELLECTUAL PROPERTY TERMS
a. The Licensor grants non-exclusive, transferable, non-revocable license to the Subscriber to use the Software on and from the date of this agreement for the permitted purpose.
b. The Subscriber may not assign the License.
c. The Subscriber is prohibited from making any copies, archival or otherwise, of the Software. Subscriber is further prohibited from using the Software in any manner other than its permitted purpose.
d. The Subscriber may not sublicense the license.
e. The Subscriber cannot in list a third party to breech any of this contracts terms and conditions.
f. The Subscriber is not permitted to reverse engineer, reverse assemble or reverse compile or otherwise endeavour to obtain the source code from the object code.
g. The Subscriber acknowledges and agrees the Licensor is the owner of all Intellectual Property Rights in the Software.
h. The Subscriber must not alter, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark on the Software.
i. Where the Subscriber request for modification or adapt new code to be written, the parties agree that the Licensor will own the Intellectual Property Rights in that modified and/or adapted code.
j. The Subscriber is not permitted to sell, charge, and mortgage or otherwise encumber the Software in any way.
k. The Subscriber is solely responsible for the use, supervision, management and control of the Software.
l. The Subscriber will ensure that the Software is at all times protected from access, use or misuse and damage and destruction by any person not authorized by either the Licensor or the Subscriber, and the Subscriber will notify the Licensor immediately if it becomes aware of any unauthorized use of the Software
Subscriber will defend ICSR from any actual or threatened third party Claim arising out of or based upon Subscriber’s breach of Section 3, and indemnify ICSR from all damages, costs, and attorneys’ fees finally awarded in any such Claim or all amounts that Subscriber agrees to pay to any third party to settle any such Claim.
Subscriber’s obligation under this section is contingent on:
(a) ICSR giving Subscriber prompt written notice of the Claim;
(b) ICSR granting Subscriber full and complete control over the defence and settlement of the Claim;
(c) ICSR providing assistance in connection with the defence and settlement of the Claim as Subscriber may reasonably request; and
(d) ICSR’s compliance with any settlement or court order made in connection with the Claim, provided that Subscriber may not agree to any settlement that imposes any obligation on ICSR without ICSR’s consent.
ICSR will not defend or settle any Claim eligible for indemnification under this section without Subscriber’s prior written consent. .
a. Disclaimer of Indirect Damages. Except for liability arising out of a breach of section 6, violation of the other party’s intellectual property rights, or either party’s gross negligence or wilful misconduct, neither party will, under any circumstances, be liable to the other party for consequential, incidental, special, or exemplary damages arising out of or related to this agreement, including but not limited to lost profits or loss of business, even if a party is apprised of the likelihood of such damages occurring.
b. Cap on Liability. Except for liability arising out of a breach of section 6, the parties’ indemnification obligations under sections 8 and 9, violation of the other party’s intellectual property rights, or either party’s gross negligence or wilful misconduct, under no circumstances will either party’s total liability of all kinds arising out of or related to this agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount paid by subscriber to ICSR under the applicable service order during the twelve months preceding the claim (determined as of the date of any final judgment in an action).
Independent allocations of risk. Each provision of this agreement that
provides for a limitation of liability, disclaimer of warranties, or exclusion
of damages is to allocate the risks of this agreement between the parties. This
allocation is reflected in the pricing offered by ICSR to subscriber and is an
essential element of the basis of the bargain between the parties. Each of
these provisions is severable and independent of all other provisions of this
agreement. The limitations in this section 10 will apply notwithstanding the
failure of essential purpose of any limited remedy.
a. Relationship. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party from collecting, licensing, or otherwise dealing in data or information from any third party.
b. Export Compliance and Anti-Corruption. The ICSR Services may be subject to export laws and regulations of Australian and other jurisdictions. Each party represents that it is not named on any. Government denied-party list. Subscriber shall not permit users to access or use the ICSR Services in an embargoed country or in violation of any export law or regulation. Subscriber further represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
c. Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfil all of the assigning party’s obligations under this Agreement.
d. Subcontractors. ICSR may utilize a subcontractor or other third party to perform its duties under this Agreement, for example writing of new code, so long as ICSR remains responsible for all of its obligations under this Agreement.
e. Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by fax, e-mail, mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the signature page of this Agreement (or the applicable Service Order). Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier or sending an email or fax.
f. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
g. Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of NSW, Australia. without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Sydney, New South Wales in connection with any action arising out of or in connection with this Agreement.
h. Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
i. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the ICSR Services under this Agreement is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the ICSR Services will immediately terminate.
j. Entire Agreement. This Agreement, including the applicable Service Orders, is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the ICSR Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed, nor does it affect the validity of any agreements between the parties relating to professional services relating to the ICSR Services that ICSR may provide. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. ICSR will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless ICSR specifically agrees to such provision in writing and signed by an authorized agent of ICSR. This Agreement may be executed in multiple counterparts, and may be acknowledged or submitted online, signed electronically, returned via email or via facsimile.
A. During the Term of this Agreement, the Subscriber will pay ICSR in advance for their use of the Software and any other chargeable service set out in the schedule.
B. Subscriber agrees to pay ICSR any Additional User Fees as set out in the schedule or the ICSR website per user per Term of this Agreement.
C. Subscriber agrees to pay ICSR a Fee as set out the schedule for data transferred into the software.
D. Subscriber agrees to pay ICSR a Fee as set out in the schedule for any additional code required to be written at the request of the Subscriber that is not already included in the Subscribers nominated package.
E. Subscriber agrees to pay ICSR the Fee as set out in D above plus all reasonable travel and accommodation costs when required on site outside Sydney or Melbourne metro.
F. Subscriber agrees to pay ICSR a Fee as set out in the schedule for any additional training required that is not already included in the Subscribers nominated package.
G. Subscriber agrees to pay ICSR a Fee as set out in the schedule for SMS services.
H. Subscriber agrees to pay ICSR a Fee as set out in the schedule for additional storage.
I. All fees set out in the schedule are in Australian dollars and include GST.
Please notes that, depending upon which package you select, some of the below may be included, please ask for specific help.
Training On site (Metro)
Training – Skype
Design & Customisation
Extra GoogleAPI Calls
Video Receipt App
Unique Domain Name*
Extra Storage Space
1gb per month
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
auto-billed and receipt
* not ending in logon.net.au (prices and availability will vary)
(Users can be replaced, therefore old staff can be replaced by new staff with no change to user list)
As per website pricing
a. The Subscriber wishes to ensure the system will suit their business prior to committing to a full price annual subscription or sale.
b. The Licensee will offer the subscriber a Trial limited by time and users on the proviso that the subscriber genuinely wishes and is ready to subscribe fully to the service.
c. The Trial will be valid for one year from the commencement of contract.
d. Upon the conclusion of the Trial, should there be no genuine written dispute or unresolved grievances, the Subscriber agrees to auto-renewal of the services for the full annual advertised price as per the ICSR website https://icsr.com.au/pricing.html
a. The trial database and website will not be backed up and operating on dual servers as is usual, unless a setup fee is paid.
b. The trial database will not be fully reflective of the subscriber’s image or look and feel as is usual, unless a setup fee is paid.
c. The trial will not include the usual data integration period, unless a setup fee is paid. The subscriber will be responsible for entering the Trial data into tables provided by the licensee.
The limited trial will be made available for maximum of 1 year at the monthly sole contractor rate of $2880 + GST paid upfront or $390 + GST paid monthly pro rata.
During this Trial term, once the subscriber signs up to a full service plan, the subscription amount paid pro-rata or upfront will be deducted from the annual subscription for those services.
The subscriber will make available a further holding deposit of $500 + GST to allow for some of the additional services required during set up, such as sms, data integration and customisation.
Once the subscriber signs up to a full service plan, this deposit will be refundable against the first month’s billing for those services.
If the licensee has failed to deliver expected services during the trial, ie a genuine written dispute or grievance remains unresolved, the unused portion of the deposit will be refunded.
Any items used against the deposit will be itemised on an invoice.
If the licensee fails to follow through with their order due primarily to a change of mind or circumstance, the deposit will be forfeited in compensation and the full cost of any additional services will be immediately payable on presentation of an invoice.