Terms and Conditions

Operative Provisions:

1. LICENCE
   1.1 Grant of Licence
   (a) Subject to the terms and conditions of this Agreement and in consideration of payment of the Fees:
   (i) Mastergroup grants to the Customer and its Permitted Users a non-transferrable, non-exclusive and revocable licence to download, install and use a machine readable, object code version of the Services (including accompanying Documentation) purchased by Customer; and
   (ii) if the Customer purchases a Subscription License for the Services on a subscription basis, then the provisions of clause 4 shall also apply.
   1.2 Restrictions on Use
   The grant of the licence in clause 1.1 is subject to the following restrictions:
   (a) Only to the extent that is proportionate to, and reasonably necessary to support, the Customer’s licensed use of the Services in accordance with this Agreement, the Customer may (provided valid license keys or license entitlements have been obtained) install the Software on more than one computer, provided always that Customer’s or Permitted User’s concurrent use of different installations of the Software does not exceed the number of valid Licenses that Customer has paid for or licensed (as applicable).
   (b) The Customer will only allow the Services and the Documentation to be used by any Permitted User for the purpose of the Customer’s business and for no other purpose.
   (c) The Customer must take all reasonable precautions to ensure the security of access to the Services and must not, under any circumstances, allow any third party or any person other than as Permitted User to access or use the Services or Documentation for any purpose without the prior written consent of Mastergroup.
   (d) The Customer agrees to inform Mastergroup immediately if it becomes aware of any unauthorised use of the Services or Documentation by any person.
   1.3 Permitted Copies
   (a) The Customer may store one copy of the Software off-line and off-site in a secured location within premises that is owned or leased by the in order to provide a back-up in the event of destruction by fire, flood, acts of war, acts of nature, vandalism or other incident.
   (b) Where Documentation is provided to the Customer or Permitted User, the Customer may make such additional copies of the Documentation as the Customer reasonably requires for use by a Permitted User at the Customer’s usual place of business, provided that such copies will be owned by Mastergroup and bear notices of Mastergroup’s ownership of copyright.
   (c) In no event or circumstances may the Customer use the back-up copy of the Software or Documentation to circumvent the usage or other limitations set out in this Agreement.
   
   1.4 License Keys
   (a) To guard against unlicensed use of the Software, a license key is required to access and enable the Software. The Customer and any Permitted User is authorised to use the Software in machine readable, object code form only, and the Customer nor any Permitted User shall not:
   (i) assign, sublicense, sell, distribute, transfer, pledge, lease, rent, lend, share or export their username or password, the Software, Application the Documentation or of the Customer’s rights under this Agreement;
   (ii) alter or circumvent the license keys or other copy protection mechanisms in the Software, Application or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software or Application;
   (iii) implement or use any method or mechanism designed to enable product functionality not available in the Software or Application but available in
   (A) other Mastergroup products; or
   (B) other Mastergroup releases of the same product
   (iv) modify, adapt, translate or create derivative works based on the Software, Application or Documentation (including datasets, CSV files, tables, spreadsheets);
   (v) use, or allow the use of, the Software, Application or Documentation on any project or to provide a service (whether or not any charge is made) to any third party;
   (vi) allow or permit anyone to use or have access to the Software, Application or Documentation;
   (vii) copy or install the Software or Documentation other than as expressly provided for in this Agreement; or
   (viii) take any action, or fail to take action, that could adversely affect the trademarks, service marks, patents, trade secrets, copyrights or other Intellectual Property Rights of Mastergroup or any third party with Intellectual Property Rights in the Software (each, a “Third Party Licensor”).
   (b) For purposes of this clause 1.2, the term “Software” shall include any derivatives of the such (e.g. the Application).
   (c) Unless Customer has purchased an Subscription License, if the Software is moved from one computer to another (e.g. re-installed), the issuing of replacement or substituted license keys is subject to and strictly in accordance with Mastergroup’s License Transfer Policy, which is available on Mastergroup’s website and which requires a fee to be paid in certain circumstances.
   (d) Mastergroup may from time to time and at its sole discretion vary the terms and conditions of the License Transfer Policy.
   
2. AGREEMENT LENGTH
   2.1 Term
   This Agreement will commence on the Commencement Date and will continue:
   (a) for the Term; and
   (b) unless one party notifies the other in writing that it wishes to terminate this Agreement, at least thirty (30 days’ prior to the expiry of the Initial Period (or any Renewal Period), this Agreement will renew automatically for the next Renewal Period (if any).
   until the date of termination of this Agreement in accordance with clause 18.
   2.2 Retrospective Application
   If Mastergroup began providing the Services before this Agreement was accepted by the Customer, the Agreement will apply retrospectively from the date on which Mastergroup first provided the Services.
   
3. FEES AND PAYMENT
   3.1 Fees:
   The Customer shall pay to Mastergroup the Fees as set out in the Subscription or Project Scope and in accordance with this Agreement.
   3.2 Invoices and Direct Debit:
   (a) Mastergroup shall issue the Customer with an invoice in respect of each Fee payment due and payments will be required in advance for each period of required service. Payment shall be payable by the due date specified on the invoice.
   (b) Subject to clause 3.2(c), the payment of invoices can be made by credit card, direct debit, or EFT. Payments by credit card may attract a service fee equivalent to the effective merchant fee levied by the card issuer.
   (c) If so specified in the Subscription, the Customer must make all payments to Mastergroup owed by the Customer to Mastergroup
   (i) pursuant to this Agreement by means of direct debit into a bank account nominated by Mastergroup and must, prior to commencing operation of the Business:
   (ii) nominate in writing to Mastergroup a bank account from which Mastergroup will direct debit the payments; and
   (iii) sign all necessary forms and consents permitting the direct debit of funds from the bank account in the manner and on the dates specified in writing by Mastergroup.
   3.3 GST
   (a) Words defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.
   (b) All Fees are exclusive of GST, taxes, duties and charges imposed or levied in Australia or overseas in connection with the Services. Without limiting the foregoing, the
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   Customer shall be liable for any new taxes, duties or charges imposed subsequent to the date of this Agreement in respect of the Services.
   3.4 Review
   Mastergroup may review and advise the Customer in writing of any change in the Fees at any time prior to the expiry of then-current Term. Any increase in Fees shall take effect from and in the subsequent Term (e.g. the next Renewal Period or a held-over Term, as the case may be)
   3.5 Non-payment
   If Mastergroup has not received payment of the Fees by the due date as specified in an invoice, and without prejudice to Mastergroup’s other rights and remedies:
   (a) Mastergroup may disable the Customer’s Account and Permitted Users’ access to all or part of the Services and Mastergroup shall be under no obligation to reinstate a Customer’s access to the Services while the invoice(s) concerned remain unpaid;
   (b) Mastergroup may charge interest at the rate of 15% per annum calculated daily and payable monthly in arrears on any amount due and not paid by the Customer within the time required by this Agreement; and
   (c) The Customer indemnifies Mastergroup for all costs and expenses (including mercantile agents, legal costs and filing fees on a full-indemnity basis) incurred by Mastergroup in recovering any amounts which remain unpaid after the due date pursuant to this Agreement.
   
4. SUBSCRIPTION LICENCES AND AUTO-RENEWAL
   4.1 Subscription Period
   (a) If under their Subscription, the Customer has purchased a Subscription Plan, the License shall be limited to the Initial Subscription Period and any/all Auto-renewal Periods (each as defined below) (together the “Subscription Period”) after which it shall automatically expire.
   (b) The Subscription Plan shall begin as soon as Mastergroup accepts the Customer’s Subscription by issuing Customer with a relevant Software license key in accordance with clause 1.4 (the “Subscription Start Date”) and shall continue for an initial period of twelve (12) months (the “Initial Subscription Period”) unless earlier terminated in accordance the terms of this Agreement.
   4.2 Subscription Renewal Period
   (a) Unless the Customer opts out of auto-renewal in accordance with clause 8.6 then upon the first anniversary of the Subscription Start Date and each subsequent anniversary (each a “Subscription Renewal Date”), the Subscription Plan shall renew automatically for a further twelve (12) months (each an “Auto-renewal Period”).
   (b) The Subscription License will continue to auto-renew in this manner until the Customer opts out of auto-renewal or unless earlier terminated in accordance with the terms of this Agreement.
   (c) Prior to each Subscription Renewal Date:
   (i) Mastergroup shall send the Customer not less than one (1) reminder email to advise the Customer that their Subscription License is approaching auto- renewal to the contact email address as provided by the Customer in accordance with clause 22. (ii) The first reminder email will be sent not more than sixty (60) days prior to the relevant Subscription Renewal Date.
   (iii) The second reminder email will be sent not more than fifteen (15) days after the relevant Subscription Renewal Date.
   (d) Subject to the Customer’s timely payment of the applicable Fee, a Subscription Plan shall include access to certain maintenance and support services for the Subscription Plan in accordance with the terms of the SLA.
   4.3 Opting Out of Auto-renewal.
   (a) Subject to clause 4.3(b), if the Customer wishes to opt out of auto-renewal then they must either use the Subscription Plan-cancellation facility as published on the Agrimaster website (www.agrimaster.com.au) from time to time or email sales@mastergroup.net.au providing details of the Subscription Licenses which they wish to opt out of not less than thirty (30) days’ prior to the relevant Subscription Renewal Date.
   (b) Further, as a pre-condition to the cancellation of their Subscription License, the Customer consents and agrees to complete a brief, then-current ‘exit survey’ for Mastergroup.
   (c) Provided that the Customer notifies Mastergroup in accordance with the provisions of this clause 4.3, then the Customer’s Subscription License will not auto-renew and shall expire at the end of the then-current Subscription Period.
   (d) So long as a Customer’s Subscription License has not expired or been terminated, the Customer requires further Maintenance and Support then please refer to the Maintenance and Support Agreement as published on its website (www.agrimaster.com.au) from time to time.
   4.4 Increases to the Fee for Subscription Licenses.
   (a) Mastergroup reserves the right to increase the Fee for Subscription Licenses from time to time provided that it shall provide the Customer with not less than thirty (30) days’ notice of any increase by way of the relevant invoice sent in advance (and the Customer agrees that any relevant direct debit facility of theirs in accordance with clause 3.2 may be duly updated by Mastergroup) prior to the relevant Subscription Renewal Date.
   4.5 Payment in Instalments.
   (a) If the Customer is paying the Fee for the Subscription License instalments (as shall be noted in the applicable invoice), then the Fee shall be owing on the Subscription Start Date and any/all Subscription Renewal Dates and shall be payable in annual instalments thereafter, or on termination of this Agreement if earlier.
   (b) By placing an order for a Subscription License payable in instalments, the Customer requests and authorises Mastergroup (or its agents) to take the applicable annual Fee from the means of payment provided by the Customer during the relevant Subscription Period.
   (c) The Subscription License will terminate automatically if payment cannot be taken from the means of payment provided by the Customer in accordance with clause
   3.2. In the event of termination, the Customer shall remain liable for the balance of the Fee which shall become payable immediately and in full.
   
5. CUSTOMER TRAINING, TRAINING SERVICES AND TECHNICAL INFORMATION
   (a) Mastergroup shall, if requested by the Customer or if otherwise considered reasonably necessary by Mastergroup, provide the Customer or the Permitted Users with such basic training in the use of the Services and Documentation as Mastergroup considers necessary and reasonable however the customer understands and agrees that such will not constitute the comprehensive range and type of specific Training Services.
   (b) Mastergroup shall provide the Training Services to the Customer or a Permitted Users, from time to time, current information regarding:
   (i) the use of the Services and Documentation;
   (ii) recommended modifications, new releases or updates of the Services; and
   (iii) other technical information concerning the performance of the Services.
   (c) Mastergroup does not warrant that training or information provided pursuant to clause 5(a)is sufficient to enable the Customer or Permitted User to adequately respond to all queries or concerns raised.
   (d) The Customer acknowledges its responsibility to refer to Mastergroup, as necessary, any queries or concerns raised or expressed by a Permitted User which the Customer is unable to answer.
   (e) A Fee may be payable by the Customer to Mastergroup, unless specified in the Subscription, at the sole discretion of Mastergroup in respect of the Training Services provided by the Mastergroup or the provision of modifications, new releases or updates of the Mastergroup Services by Mastergroup in accordance with this Agreement.
   
6. THE SERVICES
   6.1 Provision of Services
   (a) Mastergroup agrees to provide the Services:
   (i) pursuant to the Subscription and Documentation; and
   (ii) in accordance with this Agreement.
   6.2 Subscription License and Application Not Available Locally
   (a) The Customer agrees and accepts that for a Subscription License and the Application they may only be accessible using the Internet and those Services may not be either partially or fully available ‘locally’ from the Customer’s computer or server.
   (b) The Subscription License Customer agrees and accepts:
   (i) the speed of response from the Services is dependent on the Customer’s Internet connection, and the performance of the Services may be affected by such external factors as bandwidth, latency, speed of connection and connectivity – stability and from the customers compatible devices to the Server and the number of users on the connection (ii) it is solely responsible for ensuring they and its Permitted Users have, at all relevant times, sufficient Internet-connectivity (including bandwidth, latency and connectivity-stability) in order for them to use the Software and Application on the Compatible Devices.
   6.3 Parts of Mastergroup Controlled by Third Parties
   The Customer agrees and accepts that the Software or Application is or may be from time to time operated from servers owned and controlled by a third party. As such, the Customer acknowledges that certain functions are out of Mastergroup’s control, including:
   (a) databases; and
   (b) Cloud-based Version infrastructure,
   and that, unless contrary to the applicable law, Mastergroup is not responsible for any event or action caused by any third party contemplated in this clause 6.3.
   6.4 Services ‘in Beta’
   (a) The Customer acknowledges and agrees that parts or versions of the Software or Application may be released by Mastergroup in a ‘beta-testing version’ and that, in such case, the Customer should use the Software or Application with that standard of stability and usability in mind.
   (b) The Customer agrees to inform all Permitted Users of any beta-released Software or Application.
   6.5 Maintenance, Updates, Changes, Inaccessibility and Errors
   Subject also to clause 7:
   (i) Mastergroup reserves the right, with at least two (2) Business Days’ notice, to make some or all of the Software or Application inaccessible from time to time as is required for updates, maintenance and/or upgrades. Mastergroup will use reasonable endeavours to schedule planned updates, maintenance and/or upgrades outside of key business operations’ periods.
   (ii) From time to time, without notice, access to all or part of the Software or Application may be disrupted or limited. During such an interruption, Mastergroup will use its reasonable endeavours to restore access to the Software or Application as soon as practicable.
   (iii) Mastergroup reserve the right to correct any errors on the Software or Application, upgrade, maintain, tune, backup, amend, add to or remove features from, redesign, improve or otherwise alter the Software or Application at Mastergroup’s sole and absolute discretion.
   (iv) The Customer acknowledges and agrees that Mastergroup will not be liable for any loss or damage that the Customer or any other person incur by any changes made to the Software or Application and/or the Customer not being able to access the Software or Application or any part of it.
   6.6 Security Responsibilities
   Mastergroup will take reasonable steps to ensure that the Software and Application is secure from unauthorised access consistent with generally accepted industry standards.
   6.7 Third Party Content
   The inclusion of any third-party link does not imply any endorsement or recommendation of a linked website by Mastergroup. Mastergroup will not be responsible for any third-party advertising content displayed in the Software or Application. Any link on the Software or Application to a third-party website, or decision to accept any third-party offer, is entirely at the Customer’s own risk.
   6.8 Third Party Integrations
   Any integration, be it programmatic or by linking, or by any other method to another software or hardware system of any kind does not imply endorsement or recommendation of that system. Mastergroup will not be liable for any loss or damage that the Customer or any other person may incur by use of any other system. Mastergroup accepts no responsibility for any aspect of any third-party system that may be integrated.
   6.9 Suspension of Access
   Mastergroup also reserves the right to terminate or suspend access to the Services to the Customer and its Permitted Users indefinitely and without refund or compensation in the event that the Customer or its Permitted Users uses the Services, or appears to Mastergroup to be intending to use the Services, in a manner reasonably deemed inappropriate by Mastergroup or which breaches the terms of this Agreement.
   
7. MAINTENANCE, UPDATES, CHANGES TO THE APPLICATION AND SOFTWARE
   7.1 Maintenance and Support
   (a) If the Customer:
   (i) has separately purchased and paid for Maintenance and Support Services from Mastergroup for any Legacy License under this Agreement; or
   (ii) is entitled to receive maintenance and support services for a Subscription License, then Mastergroup shall provide those services subject to the terms of the SLA. Mastergroup may from time to time and at its sole discretion vary the terms and conditions of the SLA.
   7.2 Services Updates
   (a) Mastergroup may, in its sole discretion, make modification, enhancements, updates or new releases of the Services available through Server from time to time in order to, amongst other matters, enhance or improve the functionality or operation of the Services or comply with legislative requirements (“Services Updates”).
   (b) Mastergroup will use reasonable endeavours to ensure that any future version of the Services is backwards-compatible with at least the most recent previous version, but the parties’ acknowledge that this may not always be possible or practicable with any or all Services Updates.
   (c) Mastergroup may notify the Customer of Major Updates to the Software or Application prior to the updated Services being released, published or, in the case of an emergency update, as soon as practicable.
   (d) Minor updates may occur to the Software or Application at any time and Mastergroup is not required to notify the Customer though may do so at its own discretion.
   (e) Mastergroup will upload any Services Updates onto the Server for access and use by the Customer and Permitted Users as soon as reasonably practicable following the creation and general release of such Services Updates.
   (f) The Customer acknowledges there may be additional downtime for the Services over and above the levels specified in the SLA, which may apply in the event that Mastergroup is required to configure and upload the Services Updates.
   (g) The Services Updates will be provided to the Customer through the Services free of charge subject to:
   (i) whether the Customer is on a Standard License or a Subscription License; and
   (ii) all relevant Fees having been fully paid by the Customer for the Term or current Renewal Period (as the case may be).
   (h) Use of the Services Updates by the Customer and Permitted Users through the Services will be subject to the same terms and conditions as use of the Product under this Agreement.
   (i) The parties acknowledge that Mastergroup may be required to update the Application to remain in compliance with either Apple Inc. and the App Store, and/or Google Inc. and the Google Play Store’s standard (collectively “the Third-Party App Standards”).
   (i) The Customer agrees that Mastergroup will not be liable for incompatibility of any Services Updates to an Application should that modification or update be required to remain compliant the Third-Party App Standards.
   7.3 Support and Maintenance
   (a) If the Customer requires additional support and maintenance that is deemed in Mastergroup’s absolute discretion as out of Subscription, Mastergroup may charge the Customer an additional fee at Mastergroup’s then-current hourly rates.
   (b) If Mastergroup reasonably determines that the requirement for any work outside the Subscription is caused by the fault or error of Mastergroup, the Customer is not obligated to pay for that additional work.
   
8. ACCOUNTS AND PERMITTED USERS
   8.1 Required Accounts
   The Customer acknowledges and agrees that to receive the benefits of the Services, the Customer may be required to create:
   (a) an Account; and
   (b) must pay any associated fees.
   8.2 Account Access
   The Customer agrees to provide Mastergroup access to its Account with admin and developer-level permissions.
   8.3 Security Responsibilities
   (a) The Customer is solely responsible for:
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   (i) keeping any usernames and passwords associated with its Account for the Services secure; and
   (ii) the use of its Account, irrespective of who is using it, even if it is used without the Customer’s permission.
   (b) Mastergroup agrees to keep any username and passwords associated with the Account secure.
   8.4 Permitted Users
   (a) Each Permitted User shall be assigned a unique log-in name and password for their use of the Services, which shall be kept confidential.
   (b) The Customer will ensure:
   (i) the number of individual users authorised to access and use the Services shall not exceed the number of Permitted Users; and
   (ii) each individual Permitted User does not share their access with any other person;
   (iii) if there is any dispute between a Customer and a Permitted User regarding access to any Services, the Customer shall be responsible for and decide what access or level of access to the relevant data or Services that Permitted User shall have, if any
   8.5 Additions
   During the Term, the Customer may request Mastergroup to add new Permitted Users, subject to Mastergroup’s approval of this request, it shall grant the Customer and/or the additional Permitted Users access, at the prevailing fees or such other fees agreed between the parties.
   8.6 Deemed Acceptance by Representative or Permitted User
   The Customer agrees that, if one of the Customer’s representatives or Permitted User’s accepts any part of this Agreement on their behalf (for example, by clicking “agree” when overseeing installation of the Software Application or Software), the Customer shall be deemed to have accepted as though they had directly agreed themselves.
   
9. CUSTOMER’S OBLIGATIONS
   9.1 General Obligations
   During the Term of the Agreement, the Customer must:
   (a) inform the Permitted User that the Software and Application is:
   (i) subject to terms and conditions as set out in this Agreement; and
   (ii) to Mastergroup’s Privacy Policy in addition to any Customer privacy policy;
   (b) ensure that its Terms of Use are no less favourable to Mastergroup than this Agreement.
   (c) not to do anything which will have an adverse effect on the Services or Mastergroup;
   (d) not to engage in or permit any form of deceptive, misleading, fraudulent or unlawful activity or conduct in relation to the use of the Services or in relation to Mastergroup;
   (e) not make any false, misleading or deceptive representations in connection with the Services.
   (f) not to publish or otherwise communicate any review of, or information about, the Services (which is not publicly available) to any third party without the prior written consent of Mastergroup, except as specifically provided for in an agreement with Mastergroup, including this Agreement;
   (g) The Customer will be responsible and liable for the breach of any obligation in this clause 9.1 except to the extent the breach is caused by the negligent act of Mastergroup.
   9.2 Services not for Reselling
   (a) The during the Term, Customer must not resell the Services to a third party.
   (b) If the Customer wishes to resell Services, the Customer must enter into the Mastergroup Reseller Agreement.
   9.3 Inspection and License Compliance
   (a) To ensure appropriate the compliance with this Agreement, the Customer shall advise Mastergroup on demand of all locations where the Software or Documentation is used or stored. The Customer permits Mastergroup or its authorised agents to audit all such locations during normal business hours and on reasonable advance notice.
   (b) The Software may include mechanisms to collect limited data and information from the Customer’s, any Permitted User or any user’s computer(s) or mobile device and transmit it to Mastergroup, including the ability to locally cache such data and information on the Customer’s computer.
   (i) Such data and information (“AM Info”) may include details of the Customer’s license(s) to Mastergroup products, computer and network equipment, details of the operating system(s) in use on such computer equipment, the location of the Customer’s computer(s) and the profile and extent of the Customer’s use of the different elements of the Software and other Mastergroup software.
   (ii) Mastergroup may use the AM Info to:
   (A) model the profiles of usage, hardware and operating systems in use collectively across its customer base in order to focus development and support;
   (B) provide targeted support to individual customers;
   (C) ensure that the usage of the Software by the Customer or Permitted User is in accordance with the Agreement and does not exceed any user number or other limits on its use; and
   (D) advise the Customer about service issues such as available upgrades and maintenance expiry dates.
   (iii) To the extent that any AM Info constitutes “personal information” for the purposes of the Privacy Act it shall be processed in accordance with the Privacy Act and with Mastergroup’s Privacy Policy, as may be updated by Mastergroup from time to time.
   (iv) The Customer undertakes to make all of users of the Software aware of the uses which Mastergroup will make of the AM Info and of the terms of Mastergroup’s Privacy Policy.
   
10. MASTERGROUP’S OBLIGATIONS
    10.1 Mastergroup’s Obligations
    Subject to the Customer complying with its obligations set out in the Agreement, for the duration of the Term, Mastergroup will:
    (a) develop, host and maintain the Software and the Application;
    (b) will support Mastergroup-supplied Compliant Devices; and
    (c) meet or exceed the SLA.
    10.2 Representations and Warranties of Mastergroup
    Mastergroup represents and warrants that:
    (a) the Software, Application and Documentation is developed using a standard of care and skill expected of an entity who regularly acts in the capacity of an “app developer or software developer”;
    (b) in providing access to the Services it will comply with the law and with industry standards in accordance with relevant Australian law;
    (c) in providing to the Services, it will not be infringing upon the Intellectual Property Rights of any third party; and
    (d) in the event that Mastergroup sells its business, Mastergroup will use its best endeavours to ensure the new owners continue to provide the Services under the terms of the Agreement.
    
11. CONFIDENTIALITY
    (a) A party shall treat all Confidential Information disclosed by the other party as confidential and shall not, without the prior written consent of the disclosing party:
    (i) disclose or permit the same to be disclosed to any third party (except to the extent required by law, a stock exchange or in connection with legal proceedings relating to this Agreement, but only after first notifying the other party to give it an opportunity to protect the Confidential Information) and agree to take all reasonable steps to maintain the confidentiality of the Confidential Information; or
    (ii) use the Confidential Information for any purpose other than that for which it is given.
    (b) It shall be the responsibility of each party to ensure that:
    (i) Confidential Information is only disclosed to those of its officers, employees or contractors in their capacities as such on a strictly need to know basis and have such officers, employees and contractors comply with the obligations of confidentiality imposed upon them by this clause 11 as if personally bound by such obligations as though parties to this Agreement; and
    (ii) the officers, employees or contractors referred to in clause
    11(b)(i) execute such documentation as required by the owner of the Confidential Information acknowledging their obligations of confidentiality, which shall provide that the obligations of confidentiality survive notwithstanding that any of the above mentioned officers, employees or contractors cease to be employed or engaged by the respective parties.
    (c) Notwithstanding any other provision of this clause, a party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.
    11.2 Breach notifications
    A party must notify the disclosing party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened:
    (a) breach by any person of any obligation in relation to the Confidential Information; or
    (b) theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information.
    11.3 Survival
    The obligations under this clause 11 survive termination of this Agreement.
    
12. PRIVACY
    12.1 Privacy Policy
    (a) The Customer agrees and consents to Mastergroup’s handling of Personal Information is in accordance with Mastergroup’s Privacy Policy.
    (b) Mastergroup may change the Privacy Policy at any time by giving notice to the Customer.
    (c) The Customer acknowledges and agrees that it must inform any Permitted User:
    (i) of Mastergroup’s Privacy Policy.
    (ii) that its Personal Information will be disclosed to Mastergroup.
    (d) Mastergroup reserves the right to immediately terminate this Agreement if the Customer is in breach of clause 12.1(c).
    12.2 Privacy Obligations
    If Personal Information is disclosed to a party of this Agreement in the course of this Agreement, that party agrees that it will not:
    (a) sell the Personal Information to any third party; or
    (b) distribute or disclose Personal Information to any third party other than:
    (i) to its personnel and/or related bodies corporate; or
    (ii) third party servers;
    who will only use the Personal Information for the purposes contemplated by this Agreement.
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    12.3 No Warranty
    (a) Mastergroup makes no warranties or guarantees that the manner in which Mastergroup manages Personal Information is compliant with any foreign privacy laws and it is the Customer’s sole and absolute responsibility to ensure it is compliant with any foreign privacy laws.
    (b) In the event that the Customer requests changes to the Services in order to achieve compliance, the Customer acknowledges and agrees that it will be liable for all work performed by Mastergroup.
    12.4 The Privacy Act
    For the purposes of clause 12.2 the term “disclose” is to have the same meaning as defined in the Privacy Act.
    
13. DATA
    13.1 Use of Data
    Customer data from the Software, Application may also be aggregated or anonymised by Mastergroup and used by Mastergroup to improve its Services, develop new Services, show trends about general use of the Services, and for other business and marketing uses by Mastergroup or by third parties.
    13.2 Accuracy of Data
    (a) The accuracy of the data entered into the Software or Application is the sole responsibility of the Customer.
    (b) The Customer accepts that reports, data sheets or any other output created programmatically from the Software or Application will be checked for accuracy by the Customer and before the Customer users those outputs. The Customer will notify Mastergroup of any error discovered and Mastergroup will endeavour to rectify within the SLA.
    
14. INTELLECTUAL PROPERTY
    (a) All title, ownership rights and Intellectual Property Rights, including copyright in relation to Services is owned or used under licence by Mastergroup.
    (b) Without Mastergroup’s express prior written consent, the Customer undertakes that it will not and will not permit any person to:
    (i) directly or indirectly alter, replicate, copy, recreate, create derivative work from, decompile, reverse engineer, reserve assemble, reserve compile, enhance, interfered with or with part of the Application and/or the Software or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Services or any documentation associated with the Services;
    (ii) interact with any Mastergroup trademark (whether registered or not) that could cause any adverse effect to Mastergroup’s ownership and/or rights to the intellectual property; or
    (iii) copy or reproduce, or create an adaptation or translation of, all or part of the Services in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Application and/or Software in accordance with this Agreement; (iv) incorporate all or part of the Application and/or Software in any other webpage, site, application or other digital or non-digital format for purposes other than marketing and/or training;
    (v) (subject to other rights explicitly granted under this Agreement) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Application and/or Software on any medium;
    (vi) do anything that will infringe the Intellectual Property Rights of any third party; or
    (vii) attempt to do any of the above.
    (c) Without limiting the foregoing, the Customer also acknowledges in any modifications, improvements or enhancements suggested by or contributed to or provided by the Customer or Permitted User in regard to the Services shall immediately vest in Mastergroup.
    14.2 The Customer’s Intellectual Property
    (a) Nothing in this Agreement will transfer ownership of the Submitted Material to Mastergroup.
    (b) The Customer grants Mastergroup a non-exclusive, royalty free, irrevocable license to use of any material and data supplied by the Customer in connection with this Agreement.
    14.3 Threats and action
    If the Customer becomes aware of any infringement or threatened infringement of any Intellectual Property Rights, the Customer must give notice pursuant to clause 20.1 to Mastergroup including full particulars of the infringement. Mastergroup may, in its absolute discretion, institute and prosecute an action against the infringer.
    14.4 Provide all assistance
    The Customer must each execute all documents and do all things reasonably necessary to aid and co-operate in the prosecution of any actions brought by Mastergroup under this clause.
    14.5 Survival of Obligation
    The operation of this clause 14 survives the termination of this Agreement.
    
15. WARRANTY
    15.1 Exclusion of express warranties
    Subject to the obligations of Mastergroup in respect of the provision of the Services under this Agreement, Mastergroup makes no warranties or guarantees:
    (a) that the Services will be accessible at all times, uninterrupted or error free;
    (b) that any of the Application and/or Software is without bugs or viruses;
    (c) that any of the technical information is without error or inaccuracy;
    (d) that the Services are immune to unauthorised access or security breach; and
    (e) in respect of the retention of, or continued accessibility of, any data.
    15.2 Warranties as to capacity
    Each party (including the Customer in its own capacity and on behalf of the Customer) represents and warrants to the other that:
    (a) it has full power and authority to execute an agreement and observe and perform all of its obligations;
    (b) it is not aware of any thing, matter or circumstance which may prevent it from fulfilling its obligations under the agreement; and
    (c) it is not insolvent and no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to all or any of its affairs or material assets.
    
16. LIMITATION OF LIABILITY
    16.1 Customer Acknowledgements
    (a) The Customer acknowledges and agrees that:
    (i) Mastergroup is not responsible for the conduct or activities of any other user of the Services;
    (ii) Mastergroup is not an accounting or legal firm and the use of the Services does not constitute the provision of accounting, tax or legal advice;
    (iii) they are solely responsible for complying with all applicable accounting, tax and other laws; and
    (iv) they are entering into, and acquiring goods and/or services under, this Agreement for commercial purposes and not for domestic, personal or household use.
    (b) If the Customer is a consumer within the meaning of the Consumer Law, there are certain rights (such as the consumer guarantees implied by the Consumer Law, which cannot by law be excluded (‘Non-Excludable Conditions’). This clause is subject to those Non-Excludable Conditions.
    (c) Subject to the application of any applicable Non-Excludable Conditions and to the maximum extent permitted by law, Mastergroup:
    (i) excludes from this Agreement all guarantees, conditions and warranties that might but for this clause be implied into this Agreement;
    (ii) excludes all liability to the Customer for any Costs, expenses, losses and damages suffered or incurred directly or indirectly by the Customer in connection with this Agreement, including using the Services, whether that liability arises in contract, tort or under statute; and
    (iii) will not, under any circumstances, be liable to the Customer for any Consequential Loss.
    (d) If Mastergroup’s liability under this Agreement cannot be lawfully excluded, to the maximum extent permitted by law, Mastergroup’s liability for breach of any Non-Excludable Condition is limited:
    Page | 17
    (i) in the case of goods, to (at Mastergroup’s option) the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired;
    (ii) in the case of services, to (at Mastergroup’s option) the supplying of the services again; or the payment of the cost of having the services supplied again. Costs will be comparable to those outlined in the Subscription.
    16.2 Costs
    Mastergroup excludes all other liability to the Customer for any Costs, including Consequential Loss, suffered or incurred directly or indirectly by the Customer in connection with the Agreement, or the Services, in connection with:
    (a) the occurrence of an Unforeseen Event as described in accordance with clause 20.2;
    (b) if the Customer or its Permitted Users use equipment other than Compatible Devices;
    (c) reliance on technical advice, modelling or calculations provided by Mastergroup;
    (d) the infringement or claimed infringement by any person other than Mastergroup or its Representatives of the Intellectual Property Rights including moral rights of any person in connection with the Agreement;
    (e) any unauthorised activity in relation to the Application and/or Software by the Customer or its Permitted Users;
    (f) the Customer’s use of or reliance on the Services for a purpose other than the business purposes of the Customer or the reasonably expected purpose of the Services; or
    (g) the Customer’s failure to fulfil its obligations under the Agreement. The foregoing limitation applies however the Costs are caused whether they arise in contract, tort (including by Mastergroup ‘s negligence), or under statute.
    16.3 Mastergroup not liable for Consequential Loss
    Mastergroup is not liable under this Agreement for any Consequential Loss arising out of a breach by it of this Agreement, including (without limitation) any liability under the indemnity in clause 17.
    
17. INDEMNITY
    17.1 Indemnity
    The Customer indemnifies and will keep Mastergroup and its representatives indemnified against all liability arising from claims for:
    (a) libel, slander, defamation, product disparagement or indecent, false, misleading or deceptive conduct;
    (b) any breach of clause 9 (Customer’s Obligations);
    (c) any breach of clause 12 (Privacy);
    (d) any breach of the provisions of this clause 17.1;
    (e) infringement of Intellectual Property Rights;
    (f) piracy, counterfeiting, plagiarism, or unfair competition;
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    (g) invasion of the right of Privacy; and
    (h) any incorrect, fraudulent or false information provided by the Customer.
    
18. TERMINATION
    18.1 Immediate Termination by Mastergroup for Default
    Mastergroup may terminate this Agreement immediately by notice to the Customer if:
    (a) an Insolvency Event occurs in relation to the Customer; or
    (b) the Customer commits any breach of any of its obligations under this Agreement and:
    (i) the breach is incapable of being remedied; or
    (ii) if the breach is capable of being remedied, the Customer has failed to remedy the breach within ten (10) Business Days after the receipt of the notice; or
    (iii) the Customer has been issued a notice of default more than two (2) times during a twelve (12) month period.
    18.2 Immediate Termination by Customer for Default
    Customer may terminate this Agreement immediately by notice to Mastergroup if:
    (a) an Insolvency Event occurs in relation to Mastergroup;
    (b) Mastergroup commits any breach of any of its obligations under this Agreement and:
    (i) the breach is incapable of being remedied; or
    (ii) if the breach is capable of being remedied, Mastergroup has failed to remedy the breach within thirty (30) Business Days after the receipt of the notice; or
    (iii) Mastergroup has been issued a notice of default more than three times during a twelve (12) month period.
    18.3 Effects of Termination
    On termination of this Agreement, the licence will terminate and:
    (a) the Customer must immediately:
    (i) cease all activities related to the use of the Services;
    (ii) destroy all Documentation and other materials (including all electronic or physical copies) in its possession relating to the Services;
    (iii) return all Mastergroup-provided Compatible Devices or pay any reasonable termination fees associated with such within a reasonable time
    (iv) do any further things as may be reasonably required by Mastergroup to protect its right, title and interest in the Services.
    (b) Mastergroup may, in addition to terminating the Agreement:
    (i) deactivate the Customer and any Permitted User’s access and use of the Services (without being liable in trespass or detinue) and repossess any of its property in the possession, custody or control of the Customer;
    (ii) retain any moneys paid;
    (iii) terminate or suspend access to Services and refuse to disclose any passwords;
    (iv) charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
    (v) be regarded as discharged from any further obligations under this Agreement; and
    (vi) pursue any additional or alternative remedies provided by law.
    (c) All payments must be finalised by the end of then-current Term.
    
19. DISPUTE RESOLUTION
    (a) Subject to clause 19(f) any dispute which arises between the parties in connection with this Agreement (dispute) must be dealt with in accordance with the requirements of this clause 19, before either party will be entitled to commence proceedings against the other party in respect of the dispute.
    (b) The party claiming that a dispute has arisen (complainant) must give the other party a written notice setting out:
    (i) a detailed explanation of the nature of the dispute; and
    (ii) what action the complainant thinks will resolve the dispute (dispute notice).
    (c) Within ten (10) Business Days of the dispute notice being received by the other party, a nominated senior executive of each party must meet, act in good faith and use best endeavours to resolve the dispute at that meeting, or such subsequent meetings as may be reasonably required.
    (d) If the dispute is not resolved pursuant to clause 19(c) within thirty (30) days of the dispute notice being received by the other party, the parties agree to attend a privately held mediation with a mediator appointed by the nominated senior executive or both parties and in the absence of agreement within seven (7) days of disagreement by such mediator as appointed by the President, or person in like office of the Australian Disputes Centre.
    (e) If the dispute is not resolved within a further thirty (30) days pursuant to clause 19(d) then either party may commence proceedings against the other party in respect of the dispute.
    (f) Nothing in this clause 19 prevents a party from seeking urgent injunctive or similar relief from a court.
    
20. GENERAL
    20.1 Notices
    Any communication under or in connection with this Agreement:
    (a) must be to the addressee from time to time;
    (b) must be in writing;
    (c) must be delivered or posted by prepaid post to the address, or sent by email to the addressee, in accordance with clause 20.1(d) ; and
    (d) If a notice is sent or delivered in the manner provided in 20.1(c) it must be treated as given to or received by the addressee in the case of:
    (i) delivery in person, when delivered;
    (ii) delivery by post, on the third (3rd) Business Day after posting;
    (iii) delivery by email, at the earlier of the time stated in a read receipt sent by the recipient’s computer or when the message has been delivered to the email address of the addressee, but if delivery is made after 5.00pm on a Business Day it must be treated as received on the next Business Day in that place.
    20.2 Unforeseen Event
    A party is not responsible for any loss arising out of any occurrences or condition beyond its control, including acts of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility, internet infrastructure or common carrier or computer disruption due to the effects of a computer virus, trojan, worm, malware or other malicious code.
    20.3 Sub-contractors
    (a) The Customer acknowledges and agrees that Mastergroup may subcontract any of its obligations of this Agreement to a third party (or multiple third parties) without notification to or consent from the Customer.
    (b) The use of a subcontractor will not release Mastergroup from any of its obligations pursuant to this Agreement.
    20.4 Assignment
    (a) The Customer may only assign, novate encumber, declare a trust over or otherwise create an interest in its rights under this document with the prior written consent of Mastergroup, which may withheld in Mastergroup’s absolute discretion.
    (b) Mastergroup may assign, novate, encumber, declare a trust over or otherwise create an interest in its rights under this Agreement without the consent of the Customer, and may disclose to any potential holder of the right or interest any information relating to this Agreement or any party to it.
    20.5 Amendment
    (a) The Customer acknowledges and agrees that Mastergroup may amend or vary this Agreement at any time by either posting the changes on its website (wwww.agrimaster.com.au) or by electronic notification to the customer, at Mastergroup’s sole election.
    (b) The Customer is responsible for regularly reviewing the website to obtain timely notice of such amendments or variations.
    (c) The Costumer and/or Permitted User’s (as the case may be) continued use of the Services after amendments or variations are made by Mastergroup constitutes the Customer’s acceptance of this Agreement being as modified by the amendments or variations.
    20.6 Liability for expenses
    Each party must pay its own expenses incurred in negotiating, executing, stamping (if any) and registering this Agreement.
    20.7 Giving effect to this Agreement
    Each party must do anything (including execute any document) and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this Agreement.
    20.8 Waiver of rights
    A right may only be waived in writing, signed by the party giving the waiver, and:
    (a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
    (b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
    (c) the exercise of a right does not prevent any further exercise of that right or of any other right.
    20.9 Relationship
    Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties. Unless expressly stated in this Agreement, no party may act as agent of or in any way bind another party to any obligation.
    20.10 Operation of this Agreement
    (a) This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect. Any condition, warranty, representation or other term concerning the supply of the Services and Documentation which might otherwise be implied into, or incorporated in, the Agreement, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
    (b) Any right that a person may have under this Agreement is in addition to, and does not replace or limit, any other right that the person may have.
    (c) Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.
    20.11 Inconsistency with other documents
    If this Agreement is inconsistent with any other document or agreement between the parties, this Agreement prevails to the extent of the inconsistency.
    20.12 Reliance
    Neither party has entered into any contract under this Agreement in reliance on or as a result of any representation, promise, statement, conduct or inducement by the other otherwise than as set out in this Agreement.
    20.13 Counterparts
    This Agreement may be agreed to in any number of counterparts including where they are exchanged by email or agreed electronic or digital means containing this Agreement as an unalterable attachment. All counterparts together will be taken to constitute one instrument.
    20.14 Consents
    Where this Agreement states that the consent or approval of Mastergroup is required, Mastergroup may:
    (a) give or withhold that consent or approval in its absolute discretion; and
    (b) give that consent or approval subject to conditions, unless this Agreement expressly states otherwise.
    20.15 Liability of Parties
    If a party consists of more than one person:
    (a) an obligation of that party is a joint obligation of all of those persons and a several obligation of each of them; a right given to that party is a right given jointly and severally to each of those persons, and if exercised by one of them, is deemed to be exercised jointly; and
    (b) a representation, warranty or undertaking made by that party is made by each of those persons.
    20.16 Governing law
    The laws of Western Australia, Australia govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.
    
21. INTERPRETATION
    21.1 Definitions

Unless this Agreement explicitly states otherwise, expressions used in the Agreement have the following meanings:

Account means the Customer’s account to access the Service.

Agreement means this these terms and conditions, any annexures, any schedule and any approved Subscriptions or Project Scopes.

Application means the application created by Mastergroup utilising the Software for use by the Customer on Apple Inc’s iOS or Google Inc’s Android- compatible mobile devices.

Barcode means a machine-readable optical label that contains information about the item to which it is attached.

Business Day means any day which is not a Saturday, Sunday or public holiday in Perth, Western Australia.

Change Request Form means the document which sets out a proposal by the Customer for a modification to the Application or Software.

Cloud-based Version means the Services made available by Mastergroup to the Customer and Permitted Users on demand via the Internet from an external, secure cloud computing provider’s server. This type of computing relies on the Customer having Internet-connectivity using shared computing resources rather than having a local computer server to host the Services.

Commencement Date means the date specified in the Subscription or Project Scope.

Compatible Devices means the following equipment as may be variously applicable to use the Services:

• any Mastergroup-approved computing hardware and mobile device equipment meeting the minimum requirements specified by Mastergroup on its website (www.mastergroup.net.au) or as otherwise notified to the Customer in writing from time to time
• Mastergroup-approved, intrinsically-safe (mobile device) tablet, regular tablet, or other portable devices;

(c)           the Mastergroup-approved Customer’s BYODs; and

(d)          Mastergroup-approved RFID tags, NFC tags, QR codes, barcode or any other technology that may be applicable.

Confidential Information means information that is by its nature confidential, including information relating to the:

• personnel, policies, practices, customer or business strategies of the parties;
• Intellectual Property Rights of either party;
• the terms of this Agreement;

but does not include information:

• already rightfully known to the receiving party at the time of disclosure by the other party; or
• in the public domain (including information made publicly available via a mechanism in the Software by the Customer) other than as a result of disclosure by a party in breach of its obligations of confidentiality under the Agreement.

Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, loss of goodwill, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.

Cost means any costs, expenses, losses, damages, claims, demands, proceedings, and other liability.

Customer means the authorised licensee of the Services pursuant to their Subscription for purposes connected with the conduct of their business (pursuant to their Australian Business Number(“ABN”) or other activity for which then Services are provided, subject to this Agreement.

Customer BYODs means any computing device of the Customer or its Permitted User which includes a mobile telephone, tablet or portable computer that may access the Server.

Fee means any agreed amounts payable by the Customer to Mastergroup in connection with this Agreement and as specified in the Subscription or Project Scope.

GST means tax as defined in the A New Tax System (Goods and Services Tax) Act 1999, as applicable;

Documentation means the instructional guide, documentation or manual published by Mastergroup from time to time which provides information and instructions in relation to the Application and Software.

Initial Period means the initial Term of this Agreement as set out in the Project Scope.

Insolvency Event means in respect of a party:

• the appointment of an administrator, a receiver or receiver and manager in respect of that party;
• an application to a court or an order for the winding up of the party; or
• the occurrence of anything analogous or having a substantially similar effect to any of the preceding events.

Intellectual Property Right means all present and future rights conferred by statute, common law or equity in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Maintenance and Support Services means Mastergroup’s various additional customer service, support and maintenance services and subject to Mastergroup’s relevant additional fees, and terms and conditions for same as specified on Mastergroup’s website www.agrimaster.com.au from time to time.

Mastergroup means Master Group (Aust.) Pty Ltd (ACN 131 609 008).

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Privacy Law means:

(a) the Privacy Act 1988 (Cth); and

(b) any code registered under the Privacy Act or Australian Privacy Principles.

Privacy Policy means Mastergroup’s privacy policy which is available on Mastergroup’s Website or as amended by Mastergroup from time to time.

Permitted Users means the employees, contractors or associates of the Customer authorised to access the Services for purposes connected with the conduct of the Customer’s business (or other activity for which then Services are provided) and who are also subject to this Agreement.

Personal Property Securities Act means the Personal Property Securities Act (Cth) 2009;

Renewal Period means the renewal period for the Agreement’s Term, as may be set out in the Subscription or Project Scope

Representative includes an employee, agent, officer, director, auditor, advisor, researcher, partner, consultant, contractor, sub-contractor or related entity of that person or of a related body corporate of that person.

RFID means radio-frequency identification, being a form of wireless communication incorporating the use of electromagnetic or electrostatic coupling in the radio-frequency portion of the electromagnetic spectrum to uniquely identify an object.

NFC means near field communication, being a form of wireless communication incorporating the use of electromagnetic or electrostatic coupling in the radio-frequency portion of the electromagnetic spectrum to uniquely identify an object.

QR Code means Quick Response Code and is the trademark for a type of matrix barcode (or two-dimensional barcode).

Schedule means a schedule to this Agreement.

Security Agreement, Commingled Goods, Financing Statement, Financing Change Statement, “Personal Property, All Present and After Acquired Property, Purchase Money Security Interest, Registration and Security Interest have the meanings given to them in the Personal Property Securities Act;

Services mean any service provided by Mastergroup in connection with the installing, configuring, deployment, installation, development (if any) and licensing of the Software, the Application and the Training (as the case may be).

Server means the server or servers located at Mastergroup’s premises, ‘Cloud-based’ servers and/or servers that are situated at such other location as may be nominated by Mastergroup from time to time and includes the serving computers, hardware, third-party software Internet and operating systems necessary to operate and support the Services.

SLA means the agreed service levels for support Services as set out in Agrimaster Service Level Agreement and as may be particularised in the Subscription.

Software means the Agrimaster® Agricultural Financial & Accounting Software system and related services’ platform (including any Cloud-based Version) for Mastergroup customers (and includes all material (including tangible and intangible information), software (in source and object code forms), web applications, images, files, manuals, documents, devices, data, databases, supplied, created, written, developed or otherwise brought into existence (whether before, on or after the date of this Agreement) by Mastergroup or on its behalf, and all their subsequent versions, updates and enhancements.

Legacy Plan means the previous (for then ‘members’) legacy licence version of the Software, locally-installed to the Customer’s computer and which will also be subject to any appropriate updates and patches by Mastergroup but not necessarily, and for the avoidance of doubt nor is Mastergroup in any way obliged to provide, any of the new and/or additional features or enhancements that the Subscription Plan-version may contain.

Submitted Materials means any material including documents, information or data provided by the Customer to Mastergroup in connection with licensing, configuring and customising (if any) the Software or Application.

Subscription means the written or electronic online application by the Customer, in accordance with this Agreement, to Mastergroup to acquire the following services and/or products for the relevant fee:

• the Software (including the Application and the Documentation) and whether it is for a:
• Standard Plan; or
• Legacy Plan;
• The Term period;
• the Training Services; and/or
• the SLA.

Subscription Plan means subject to, in particular, clause 4 and then any law applicable terms and conditions of this Agreement, the Customer’s optimised, Cloud-based Version of the Software, that, together with being provided with all appropriate updates and patches by Mastergroup, it will have the new and/or additional features or enhancements to the Software and Application;

Term means the agreed period of time specified in the Subscription or Project Scope for the development and licensing of the Application, Software and the leasing of any Compatible Devices (as a service).

Terms of Use means any agreement between the Permitter User and the Customer in relation to the Permitted User’s access and use of the Services and Documentation.

Training Services means Mastergroup’s various online (e.g. webinar) and in-person (e.g. on-on-one consultancy or group workshop) training, Documentation and related tutorial services in relation to the Software and Application pursuant to its Training Terms & Conditions (as specified on Agrimaster’s website www.agrimaster.com.au from time to time).

21.2 Interpretation
In this Agreement:
(a) headings are for convenience only and do not affect interpretation; and unless the context indicates a contrary intention:
(b) an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits all of them jointly and each of them severally;
(c) the expression “person” includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
(d) a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(e) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
(f) words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender;
(g) references to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Agreement, and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement;
(h) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(i) references to payments to any party to this Agreement include payments to another person upon the direction of such party;
(j) all payments to be made under this Agreement will be made by unendorsed bank cheque or other immediately available funds;
(k) the words “includes” or “including”, in any form, is not a word of limitation
(l) When the date or last day for doing an act is not a Business Day, the day or last day for doing the act will be the next following Business Day; and

In the interpretation of this Agreement, no rule of contract interpretation applies to the disadvantage of a party on the basis that it put forward this Agreement or any part of it.

‍

BETWEEN:

The party so registering for or booking training services with Mastergroup

(“the Customer”)

AND

MASTER GROUP (AUST.) PTY LTD (ACN 131 609 008) (“Mastergroup”)

RECITALS

1. Master Group (Aust.) Pty Ltd (referred to as Mastergroup, our and us) offers to provide Training to the Customer subject to these Terms and Conditions.
2. The Customer (referred to as the Customer or attendee) accepts the offer on these Terms and Conditions.

OPERATIVE PART

1. ACCEPTANCE OF OFFER
   By registering for or booking Training with us, the Customer are agreeing to these Terms and Conditions.
   
2. OUR OBLIGATIONS
   Mastergroup will provide the Customer with Training with professional care and skill.
   
3. THE CUSTOMER OBLIGATIONS AND RESPONSIBILITIES
   The Customer agrees:
   (a) it is the Customer’s sole responsibility to ensure that the Training as outlined is suitable and appropriate for the Customer attendee’s requirements, needs and circumstances;
   (b) if a Training course extends over more than one session, each session is a prerequisite for the subsequent session; and
   (c) it may be necessary to cancel participation if The Customer or attendee is unable to understand or follow instruction due to lack of pre-required knowledge.
   
4. BOOKINGS
   4.1 The Customer is encouraged to book early for Training to avoid disappointment.
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   4.2 Training bookings will be confirmed in writing via email and a tax invoice will be issued.
   
5. PAYMENT
   5.1 Training fees are specified out on our Website (www.agrimaster.com.au/training)
   5.2 Payment for Training is due and payable at the time of booking and in order to secure the Customer’s training placement.
   5.3 Payment for Training must be made by Mastercard or Visa card.
   5.4 No accounts or payment terms are available for Training.
   
6. TRAINING
   6.1 Mastergroup may provide Training to the Customer as follows:
   (a) via webinar, where the following applies:
   (i) webinar Training is offered online;
   (ii) all Webinar delegates need a computer with internet access and a telephone;
   (iii) all internet costs associated with Webinar training are at the Customers expense.
   (iv) Webinar training content and materials will be supplied by us to the Customer electronically; and
   (v) first-time users of webinar technology are encouraged to link in early to allow sufficient time to test system access;
   (b) via Workshops, where Mastergroup will provide the Customer with training manuals, user guides and training files at the Workshop Training; and/or
   (c) via a 1:1 Consultancy, where the following applies:
   (i) 1:1 Consultancy Training will be provided via remote access, face to face, specialist webinar or workshop training.
   (ii) Training manuals and or content, user guides and training files (for 1:1 consultancy, webinar or workshop) will reflect the Training supplied.
   6.2 Mastergroup will ensure all facilities and equipment available at the Training centre conforms to appropriate Work, Health and Safety requirements.
   6.3 If Mastergroup is contracted to provide training for an organisation at an alternative site, appropriate Work, Health and Safety standards must be adhered to. If the venue is not suitable for our purposes or is not in our sole opinion a Work, Health and Safety-compliant venue, Mastergroup or its trainer has the right to refuse to conduct Training at that venue.
   
7. COPYRIGHT
   7.1 Unless otherwise stated, Mastergroup has and retains copyright in and ownership of all our documents, text, images, audio, video, computer code and software, Training materials and the names and logos associated with Mastergroup®, Agrimaster® and Wagemaster® (our Copyright).
   7.2 Unauthorised use of our Copyright is an infringement of Australian Intellectual Property laws and the Customer must not use or reproduce any part of our Copyright in connection with any other matter or provide any part of our Copyright to a third party without our express prior written consent.‍
8. LIABILITY
   8.1 Subject to clause 8.3, if the Customer seeks to claim compensation, damages or contribution from Mastergroup for loss or damage arising from any purported acts or defaults (including negligence) on our part and some or all of that loss or damage was due to or contributed to by:
   (a) the Customer own acts or defaults or by the acts or defaults of other persons for whose actions or defaults the Customer is responsible; or
   (b) the acts or defaults of one or more other persons, not being partners, employees or agents for whose conduct Mastergroup are responsible,
   then the Customer agrees that Mastergroup will be liable only for that proportion of the loss or damage which our acts or defaults bear relative to the totality of the conduct of all persons causing or contributing to the loss or damage.
   8.2 Where any law relating to proportionate liability applies to a claim against Mastergroup, this clause does not seek to exclude the operation of that law yet will continue to operate to the extent that its operation is consistent with that law.
   8.3 The Customer agrees that Mastergroup’s maximum aggregate liability to the Customer under or in connection with these Terms and Conditions, or the Training we provide or agree to provide to the Customer, is limited to an amount equivalent to the fees the Customer has paid us for the Training.‍
9. TERMINATION BY US
   9.1 Mastergroup may terminate the Training with the Customer:
   (a) If the Customer has not paid for the Training within the timeframes specified in these Terms and Conditions or on our Website;
   (b) for any other reason outside our control which has the effect of compromising our ability to provide the Customer with the Training within the required timeframe; or
   (c) for just cause.
   9.2 Mastergroup will give the Customer reasonable written notice of termination of our Training. The Customer will be liable for all costs incurred up to the date of termination.‍
10. CANCELLATION OF TRAINING SERVICES BY US
    10.1 Mastergroup may cancel the provision of Training by notice to the Customer if the Training session is undersubscribed, the Training venue or trainer is unavailable or for any other reasonable reason.
    10.2 Where it is necessary for us to cancel Training for any reason, Mastergroup will give the Customer as much notice as possible and will contact the Customer to arrange alternative or substitute Training.
    10.3 If Mastergroup cancels the Training for any reason:
    (a) The Customer is entitled, at the Customer’s election, to a refund of the fees the Customer has paid or a credit for Training services provided by us to the value of the fees the Customer paid; and
    (b) Mastergroup assume no responsibility for non-refundable airline-tickets, accommodation, deposits, or any other expenses the Customer incurs.‍
11. TERMINATION OR CANCELLATION BY THE CUSTOMER
    11.1 Subject to clauses 11 and 12, the Customer must only cancel their attendance at any Training session by prior written notice emailed to support@agrimaster.com.au or by telephoning 08 6380 8800 and speaking to an authorised representative of Mastergroup.
    11.2 Subject to clause 11.4(a), the balance of the Customer’s Training fees will be returned to the Customer, if the Customer cancels more than seven (7) Days before the Training is due to commence.
    11.3 The Customer’s Training fees will be 100%-forfeited if the Customer cancel seven (7) Days or less before Training is due to commence.
    11.4 If the Customer cancels any Training:
    (a) The Customer agrees that all reasonable Costs incurred by Mastergroup must be paid for in full or from the Training fees already paid by the Customer; and
    (b) Mastergroup assumes no responsibility for non-refundable airline-tickets, accommodation, deposits, or any other expenses the Customer may incur.‍
12. REFUNDS
    12.1 Refunds due to Customer’s cancellation will be for the Training fee less any costs incurred by Mastergroup.
    12.2 Any expenses the Customer incurs are not considered part of the Training course fees.
    12.3 If a refund is due, it will be issued within 20 Business days and the Customer must provide Master Group with their bank or credit card details in order to receive a refund.‍
13. PRIVACY
    13.1 Mastergroup will collect Personal Information from the Customer in the course of providing our services. Mastergroup may also obtain personal information from third parties.
    13.2 The Customer’s personal information will only be used for the purposes for which it is collected or in accordance with the Privacy Law. For example, Mastergroup may use the Customer’s personal information to provide advice and recommendations which takes into account the Customer’s personal circumstances.
    13.3 Mastergroup manages and protects the Customer’s Personal Information in accordance with our Privacy Policy, a copy of which can be found on our website www.mastergroup.net.au/privacy-policy
    13.4 Our Privacy Policy contains information about how a Customer can access and correct any Personal Information Mastergroup holds about a Customer and how a Customer can raise any concerns about Mastergroup’s personal information handling practices. For more information, please contact Mastergroup by emailing: enquiry.privacy@mastergroup.net.au.‍
14. TRAINING PROGRAM CHANGES
    14.1 Mastergroup reserves the right to make changes to the advertised Training at its discretion. For example, Mastergroup may change Training dates, content, speakers or method of Training presentation.
    14.2 If Mastergroup changes the Training dates (for example, because a Training course is undersubscribed), Mastergroup will offer the Customer a place on the next available Training course or on another date Mastergroup mutually agree on.
    14.3 The Customer may substitute participant trainees to Training courses up to the time of the relevant Training course’s commencement.‍
15. ELECTRONICALLY SENDING MATERIAL
    15.1 Mastergroup may electronically send and receive documents. However, as such transmission is not guaranteed to be secure, there is a risk such documents may be copied, recorded, read or interfered with by third parties while in transit.
    15.2 If the Customer asks Mastergroup to electronically transmit any document, the Customer release us from any claim the Customer may have as a result of any unauthorised copying, recording, reading or interference with that document, for any delay or non-delivery of any document and for any damage caused to the Customer’s system or any files.‍
16. GST
    Where applicable, GST is payable on our professional fees and expenses and will be clearly shown on our tax invoices. By accepting these terms, the Customer agree to pay Mastergroup an amount equivalent to the GST imposed on these charges.‍
17. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
    17.1 All Intellectual Property Rights in all materials (whether in hard copy or electronic form) which Mastergroup creates or supplies to the Customer in the course of performing the Training under this Agreement will, as between the Parties, be owned by Mastergroup.
    17.2 The Customer acknowledges the confidential nature of, and the technology and proprietary design of Mastergroup’s Training associated its various services; including, but not limited to, documentation, materials, videos, audio files, blogs, vlogs, white papers, processes, procedures, forms, trademarks, instructions, operating manuals and other information.
    17.3 Except the limited conditional purposes of this Agreement, the Customer shall not, without Mastergroup’s prior consent in writing, copy or cause to be reverse-engineer, modify, copy or disclose any details of documentation, materials, videos, audio files, blogs, vlogs, white papers, processes, procedures, forms, trademarks, instructions, operating manuals and other information technology, design, procedure, items or any Confidential Information.
    17.4 The Customer may only disclose such details to those of its employees, contractors or agents by whom it is required to facilitate the Training to be used in a manner reasonably contemplated by Mastergroup.
    17.5 The Customer acknowledges that any improvements, enhancements, modifications discoveries, inventions, patents, designs or other rights arising directly or indirectly out of or in the performance of this Agreement are the property of Mastergroup.
    17.6 The Customer’s obligations under this clause 17 shall survive the termination of this Agreement.
    17.7 The Customer is responsible for the security of its proprietary and other classified information. The Customer undertakes to indemnify Mastergroup against all claims brought by any party for loss or damage to such information howsoever caused.
    17.8 Other than as specifically provided for in this Agreement, nothing in this Agreement assigns, transfers or grants a licence to a Party over or in relation to pre-existing Intellectual Property Rights owned by the other Party, Mastergroup’s supplier or a third party.
    17.9 Each Party agrees not to, and shall ensure that its employees, agents and advisors do not, disclose to third parties, any Confidential Information or proprietary information arising or disclosed pursuant to this Agreement (including information not generally known to the public, such as without limitation technical, development, marketing, sales, operating, performance, cost, know-how, business and process information or computer programming techniques), except:
    (a) with the prior written permission of the Party to whom such information belongs;
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    (b) as required by applicable law or regulation or pursuant to a court order or direction of any government authority or regulatory body or stock exchange; or
    (c) where the information is already known to, or obtained by independent means, or independently developed, by the recipient, or is already in the public domain through no fault of the recipient.‍
18. LIMITATION OF LIABILITY
    18.1 Customer Acknowledgements
    (a) The Customer acknowledges and agrees that:
    (i) Mastergroup is not responsible for the conduct or activities of any other user of the Training;
    (ii) Mastergroup is not an accounting or legal firm and any Training does not constitute the provision of accounting, tax or legal advice;
    (iii) they are solely responsible for complying with all applicable accounting, tax and other laws; and
    (iv) they are entering into, and acquiring goods and/or services under, this Agreement for commercial purposes and not for domestic, personal or household use.
    (b) If the Customer is a consumer within the meaning of the Consumer Law, there are certain rights (such as the consumer guarantees implied by the Consumer Law, which cannot by law be excluded (Non-Excludable Conditions). This clause is subject to those Non-Excludable Conditions.
    (c) Subject to the application of any applicable Non-Excludable Conditions and to the maximum extent permitted by law, Mastergroup:
    (i) excludes from this Agreement all guarantees, conditions and warranties that might but for this clause be implied into this Agreement;
    (ii) excludes all liability to the Customer for any Costs, expenses, losses and damages suffered or incurred directly or indirectly by the Customer in connection with this Agreement, including using the Services, whether that liability arises in contract, tort or under statute; and
    (iii) will not, under any circumstances, be liable to the Customer for any Consequential Loss.
    (d) If Mastergroup’s liability under this Agreement cannot be lawfully excluded, to the maximum extent permitted by law, Mastergroup’s liability for breach of any Non-Excludable Condition is limited:
    (i) in the case of goods, to (at Mastergroup’s option) the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment
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    of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
    (ii) in the case of services, to (at Mastergroup’s option) the supplying of the services again; or the payment of the cost of having the services supplied again.
    18.2 Costs
    Mastergroup excludes all other liability to the Customer for any Costs, including Consequential Loss, suffered or incurred directly or indirectly by the Customer in connection with the Agreement, or the Services, in connection with:
    (a) reliance on technical advice, modelling or calculations provided by Mastergroup;
    (b) the infringement or claimed infringement by any person other than Mastergroup or its representatives of the Intellectual Property Rights including moral rights of any person in connection with the Agreement;
    (c) any unauthorised activity in relation to the Training by the Customer;
    (d) the Customer’s use of or reliance on the Training for a purpose other than the business purposes of the Customer or the reasonably expected purpose of the Training; or
    (e) the Customer’s failure to fulfil its obligations under the Agreement. The foregoing limitation applies however the Costs are caused whether they arise in contract, tort (including by Mastergroup‘s negligence), or under statute.
    18.3 Mastergroup not liable for Consequential Loss
    Mastergroup is not liable under this Agreement for any Consequential Loss arising out of a breach by it of this Agreement.‍
19. WARRANTY
    19.1 Exclusion of express warranties
    Subject to the obligations of Mastergroup in respect of the provision of the Training under this Agreement, Mastergroup makes no warranties or guarantees:
    (a) the Training will be accessible at all times, uninterrupted or error free;
    (b) that any of the Training without bugs or viruses; and
    (c) that any of the technical information is without error or inaccuracy;
    19.2 Warranties as to capacity
    Each party (including the Customer in its own capacity and on behalf of the Customer) represents and warrants to the other that:
    (a) it has full power and authority to execute an agreement and observe and perform all of its obligations;
    (b) it is not aware of anything, matter or circumstance which may prevent it from fulfilling its obligations under this Agreement; and
    (c) it is not insolvent and no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to all or any of its affairs or material assets.‍
20. RESPECTFUL CONDUCT POLICY
    20.1 Mastergroup is committed to maintaining a safe work environment free of all forms of violence, including verbal and physical threats. Mastergroup has a zero-tolerance policy with respect to all forms of violence in the workplace. Mastergroup believes that a safe and secure work environment free from violence is fundamental to all Customers, employees, contractors, guests, or members of the public.
    20.2 Mastergroup will not tolerate or condone any forms of threats or violence committed by or against its employees, contractors, customers, Customers, suppliers, or visitors on its premises or otherwise communicated (including in written form, via audio-visual facilities, SMS or telephone, or via other forms of electronic media such as email or social media), nor does Mastergroup tolerate or condone any forms of threats or violence by or against its employees while engaged in business on its behalf.
    20.3 The following list of behaviours, while not inclusive, provides examples of conduct which is prohibited:
    (a) threatening, intimidating, bullying, or physically/verbally abusing another person;
    (b) aggressive or hostile behaviour that creates a reasonable fear of injury to another person;
    (c) causing physical injury to another person;
    (d) possession of a weapon while on Mastergroup property or while on Mastergroup business;
    (e) fighting, hitting, biting, kicking, pushing, shoving or spitting at another person;
    (f) intentionally damaging Mastergroup property, property of its employees or property of its Customers;
    (g) committing acts motivated by, or related to, domestic violence on Mastergroup premises;
    (h) bothering someone by following or with an excessive number of unwelcome visits, calls, SMS messages, emails, social media posts or messages, letters, or gifts;
    (i) lewd behaviour or obscene phone calls, SMS messages, emails, letters, gifts, or graffiti; or
    (j) offensive language, rudeness or derogatory remarks.
    20.4 Where Mastergroup employees or personnel are on a call and exposed to a breach of this policy, or where they feel their rights under this policy are in breach, they are asked to:
    (a) transfer the call or dealings with the other party to a supervisor or manager; or
    (b) discontinue the call or dealings and report the event to a supervisor to follow up on.
    20.5 Anyone who has experienced, witnessed or has knowledge of any prohibited conduct under this policy must report the incident at once to one of Mastergroup’s senior managers or HR managers where the matter will be documented and investigated.‍
21. GENERAL
    21.1 Notices
    Any communication under or in connection with this Agreement:
    (a) must be to the addressee from time to time;
    (b) must be in writing;
    (c) must be delivered or posted by prepaid post to the address, or sent by email to the addressee, in accordance with clause 21.1(d) ; and
    (d) If a notice is sent or delivered in the manner provided in 21.1(c) it must be treated as given to or received by the addressee in the case of:
    (i) delivery in person, when delivered;
    (ii) delivery by post, on the third (3rd) Business Day after posting;
    (iii) delivery by email, at the earlier of the time stated in a read receipt sent by the recipient’s computer or when the message has been delivered to the email address of the addressee, but if delivery is made after 5.00pm on a Business Day it must be treated as received on the next Business Day in that place.
    
    21.2 Unforeseen Event
    A party is not responsible for any loss arising out of any occurrences or condition beyond its control, including acts of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility, internet infrastructure or common carrier or computer disruption due to the effects of a computer virus, trojan, worm, malware or other malicious code.
    
    21.3 Sub-contractors
    (a) The Customer acknowledges and agrees that Mastergroup may subcontract any of its obligations of this Agreement to a third party (or multiple third parties) without notification to or consent from the Customer.
    (b) The use of a subcontractor will not release Mastergroup from any of its obligations pursuant to this Agreement.
    
    21.4 Assignment
    (a) The Customer may only assign, novate or otherwise create an interest in its rights under this document with the prior written consent of Mastergroup, which may withheld in Mastergroup’s absolute discretion.
    (b) Mastergroup may assign, novate, encumber, declare a trust over or otherwise create an interest in its rights under this Agreement without the consent of the Customer, and may disclose to any potential holder of the right or interest any information relating to this Agreement or any party to it.
    
    21.5 Amendment
    (a) The Customer acknowledges and agrees that Mastergroup may amend or vary this Agreement at any time by either posting the changes on its Website or by electronic notification to the Customer, at Mastergroup’s sole election.
    (b) The Customer is responsible for regularly reviewing the website to obtain timely notice of such amendments or variations.
    (c) The Customer’s continued use of the Training after notified amendments or variations are made by Mastergroup to these Terms and Conditions constitutes the Customer’s acceptance of this Agreement being as modified by those amendments or variations.
    
    21.6 Giving effect to this Agreement
    Each party must do anything (including execute any document) and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this Agreement.
    
    21.7 Waiver of rights
    A right may only be waived in writing, signed by the party giving the waiver, and:
    (a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
    (b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
    (c) the exercise of a right does not prevent any further exercise of that right or of any other right.
    
    21.8 Relationship
    Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties. Unless expressly stated in this Agreement, no party may act as agent of or in any way bind another party to any obligation.
    
    21.9 Operation of this Agreement
    (a) This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect. Any condition, warranty, representation or other term concerning the supply of the Services and Documentation which might otherwise be implied into, or incorporated in, the Agreement, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
    (b) Any right that a person may have under this Agreement is in addition to, and does not replace or limit, any other right that the person may have.
    (c) Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.
    
    21.10 Inconsistency with other documents
    If this Agreement is inconsistent with any other document or agreement between the parties, the following order of priority shall apply:
    (a) any written agreement between the parties where the parties agree that any of the provisions in these Terms and Conditions should be superseded with an express reference to this clause 21.10;
    (b) the SaaS and EULA; and
    (c) this Agreement and its Schedules, but excluding these Terms and Conditions.
    
    21.11 Reliance
    Neither party has entered into any contract under this Agreement in reliance on or as a result of any representation, promise, statement, conduct or inducement by the other otherwise than as set out in this Agreement.
    
    21.12 Counterparts
    This Agreement may be agreed to in any number of counterparts including where they are exchanged by email or agreed electronic or digital means containing this Agreement as an unalterable attachment. All counterparts together will be taken to constitute one instrument.
    
    21.13 Consents
    Where this Agreement states that the consent or approval of Mastergroup is required, Mastergroup may:
    (a) give or withhold that consent or approval in its absolute discretion; and
    (b) give that consent or approval subject to conditions, unless this Agreement expressly states otherwise.
    
    21.14 Liability of Parties
    If a party consists of more than one person:
    (a) an obligation of that party is a joint obligation of all of those persons and a several obligation of each of them; a right given to that party is a right given jointly and severally to each of those persons, and if exercised by one of them, is deemed to be exercised jointly; and
    (b) a representation, warranty or undertaking made by that party is made by each of those persons.
    
    21.15 Governing law
    The laws of Western Australia, Australia govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.
    

22. DEFINITIONS USED IN THESE TERMS AND CONDITIONS

Unless the context otherwise requires, the following terms and expressions used in these Terms and Conditions have the following meanings:

Agreement means this these Terms and Conditions including any annexures or schedules and any as Training booking information or details and Customer specifications specified through the Website.

Application means the application created by Mastergroup utilising the Software for use by the Customer on Apple Inc’s iOS or Google Inc’s Android- compatible mobile devices.

Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, loss of goodwill, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.

Consumer Law means the Competition and Consumer Act 2010 (Cth) as applied to Australia’s States and Territories under the following legislative provisions: Fair Trading (Australian Consumer Law) Act 1992 (ACT); Fair Trading Act 1987 (NSW); Consumer Affairs and Fair Trading Act (NT); Fair Trading Act 1989 (Qld); Fair Trading Act 1987 (SA); Australian Consumer Law (Tasmania) Act 2010; Australian Consumer Law and Fair Trading Act 2012 (Vic); and Fair Trading Act 2010 (WA).

Cost means any costs, expenses, losses, damages, claims, demands, proceedings, and other liability.

Documentation means the instructional guide, documentation or manual published by Mastergroup from time to time which provides information and instructions in relation to the Mastergroup Application and Software

GST has the meaning given in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Right means all present and future rights conferred by statute, common law or equity in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Personal Information has the meaning given to that term in the Privacy Law

Privacy Law means:

(a) the Privacy Act 1988 (Cth); and

(b) any code registered under the Privacy Act or Australian Privacy Principles.

Privacy Policy means Mastergroup’s privacy policy which is available on Mastergroup’s Website or as amended by Mastergroup from time to time.

SaaS and EULA means Mastergroup’s related software-as-a-service and end-user license agreement for its Software and Application.

Software means the Agrimaster® Agricultural Financial & Accounting Software system and related services’ platform (including any cloud-based Version) for Mastergroup customers (and includes all material (including tangible and intangible information), software (in source and object code forms), web applications, images, files, manuals, documents, devices, data, databases, supplied, created, written, developed or otherwise brought into existence (whether before, on or after the date of this Agreement) by Mastergroup or on its behalf, and all their subsequent versions, updates and enhancements.

Tax invoice has the meaning given in the GST Act.

Terms and Conditions means these terms and conditions.

Training means the training courses offered by us to the Customer as set out on our Website and in these Terms and Conditions.

Websites mean our websites: www.mastergroup.net.au and www.agrimaster.com.au

1. Promotional offers are available for a limited time.
2. Only one promotional offer applies at a time.
3. Offers cannot be transferred to other parties or exchanged for cash or other benefits.
4. Pricing, terms, features, and Customer Support are subject to change by Mastergroup at any time.
5. Promotional offers apply to purchasing new Agrimaster subscriptions.
6. Where a customer is looking to licence an existing, pre 6.5 version Agrimaster file, this may not be possible and additional costs will apply.

Refer A Friend

1. Where a new customer is referred by an existing customer, they are entitled to receive a discount of $110 (Inc. GST) off the total price of a first year paid subscription only.
2. The current customer will receive a discount of $110 (Inc. GST) off the total price of their subscription at the next renewal period for 1 year only.
3. The new customer must have paid their new subscription in full before the discount will be applied to the referring customer.
4. The Refer a Friend Discount offer applies to new Agrimaster Standard and Agrimaster-Plus Subscriptions only.
5. There is no limit to the number of Referring a Friend Discounts a current referring customer can receive.
6. This offer is only available to a customer who has never purchased before.
7. If a new subscription customer receives a discount from a current referring Professional Partner, they cannot receive the ‘Refer a Friend Discount’.

30 Day Free Trial

1. A 30-Day Free Trial subscription is only available to customers who have never purchased Agrimaster previously.
2. The 30-Day Free Trial will expire after 30 days.
3. Upon completion of the 30-Day Free Trial, to retain access to Agrimaster customers are required to purchase a subscription.
4. The 30-Day Free Trial is available for an Agrimaster Standard subscription only.
5. Refer a Friend and Professional Partner discounts do not apply for 30-Day Trials.