Subscription User Licence Agreement

Design, build, launch, and scale your SaaS platform with simple, pay-as-you-grow pricing. The structure enables businesses of all sizes to access no-code SaaS platform tools with a low total cost of ownership throughout the product lifecycle.
This End-User Licence Agreement is a legal agreement between you (you or the Licensee) and GraniteStack Pty Ltd ACN 666 280 655 of 1st Floor / 49 Cherry Street, Werribee, VIC 3030 Australia (we/us or the Licensor). Please read this agreement carefully because it governs your use of the Software and Support and Maintenance for the Software. If you are agreeing to this agreement not as an individual but on behalf of a company, government or other entity for which you are acting, then you means the entity and you are binding the entity to this agreement. We may modify this agreement from time to time, subject to clause 20.

By clicking “I agree” (or similar button or checkbox) or by ordering, downloading, installing, accessing or using the Software, you indicate that you agree to be bound by this agreement. If you do not agree to this agreement, do not use or access the Software. This agreement does not grant you any other rights other than those expressly contained herein.

Contents

1. Definitions and interpretation
2. Licence
3. Restrictions on use
4. Privacy
5. Duration of the Licence and renewals
6. Trial Period
7. Payment of Fees
8. Revocation and termination
9. Consequences of termination
10. Support and Maintenance
11. Service availability
12. Warranties
13. Disclaimer of warranties and limitation of liability
14. Indemnities
15. Intellectual property rights
16. IP Ownership Claims
17. Confidentiality
18. GST and other taxes
19. Assignment and sub-licensing
20. Changes to this agreement
21. Notices
22. General

1. Definitions and interpretation

Interpretation

1.2 The following rules of interpretation apply in this agreement unless the context requires otherwise:
(a) headings in this agreement are for convenience only and do not affect its interpretation or construction;
(b) no rule of construction applies to the disadvantage of a party because this agreement is prepared by (or on behalf of) that party;
(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
(d) a reference to a document (including this agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this agreement;
(f) in each schedule to this agreement, a reference to a paragraph is a reference to a paragraph in that schedule;
(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
(h) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person's personal representatives, successors, permitted assigns, substitutes, executors and administrators;
(i) a reference to writing includes any communication sent by post, facsimile or email;
(j) a reference to time refers to the time in Melbourne, Victoria and time is of the essence;
(k) all monetary amounts are in Australian currency;
(l) the word “month” means calendar month and the word “year” means 12 calendar months;
(m) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, "including", "for example", "in particular", “such as” or similar expressions;
(n) a reference to a “party” is a reference to a party to this agreement and a reference to a “third party” is a reference to a person that is not a party to this agreement;
(o) a reference to the termination of this agreement includes a reference to the expiry or revocation of the Licence in accordance with the terms of this agreement;
(p) a reference to a liability includes a reference to a present, prospective, future or contingent liability;
(q) a reference to any thing is a reference to the whole and each part of it;
(r) a reference to a group of persons is a reference to all of them collectively and to each of them individually;
(s) words in the singular include the plural and vice versa; and
(t) a reference to one gender includes a reference to the other genders.

2. Licence

Hosted service

2.1 You acknowledge and agree that the Software will be provided to you as a hosted service, rather than as a standalone product installed on your computer equipment and that accordingly:
(a) you will have access to the Software only through a web browser interface or via APIs;
(b) to the extent that functionality of the Software is divided into designated modules, you will have access only to the modules that you are entitled to use;
(c) access to the Software depends on your having valid and current access permissions that are recognised by the Hosted Servers;
(d) access for your Tenants to Your Software depends on you having an active subscription under this agreement; and
(e) all User Data and Your Software will be stored on the Hosted Servers, rather than on your computer equipment.

Grant of Licence

2.2 Subject to the provisions of this agreement, with effect on and from the Commencement Date, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, licence to use the Software worldwide, as you see fit in your discretion in accordance with the terms of this agreement.

Plan Terms

2.3 This agreement sets out our standard licence terms for the Software. The particular pricing and inclusions of your Licence are set out in your Plan Terms. If there is any inconsistency between the terms of this standard agreement and your Plan Terms, the Plan Terms will prevail to the extent of the inconsistency.
2.4 We operate on a usage basis, with pay-as-you-grow pricing. You acknowledge that you will be charged:
(a) per Tenant, when they have created an account on Your Software;
(b) per Environment; and
(c) per API Call,
with the costs set out on our website at https://www.granitestack.com/pricing.
2.5 Fees will be calculated at the end of each calendar month using the maximum number of Tenants and Environments plus the total API Calls.

3. Restrictions on use

3.1 You must:
(a) ensure that only Authorised Users can access and use the Software;
(b) only disclose your account access details to your Representatives on a need-to-know basis;
(c) ensure that your Representatives who have access to the Software:
(i) are made aware of the terms of this agreement; and
(ii) do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you,
and you acknowledge and agree that you will be responsible for, and liable to us in respect of, the actions and omissions of any and all of your Representatives in relation to the Software as if they were your own actions or omissions;
(d) contact us immediately if you have any reason to believe that any of your passwords have been compromised or used without your authority;
(e) keep your account access details secure and confidential and change your passwords whenever directed to do so by us;
(f) where directed, provide us with details of any other professional parties linked to your account;
(g) keep your account details and other personal information, including your email address and payment method details, updated and provide us with notice of any changes to that information so that we can complete your transactions and contact you as needed in connection with your account; and
(h) keep your internet privacy and virus detection software up-to-date.
3.2 You must not:
(a) provide access to the Software to a third party or otherwise Dispose of your access to the Software, whether in whole or in part, to any person without our prior written consent under clause 20. This does not prevent you from providing access to Your Software to your Tenants;
(b) use the Software:
(i) in any way other than pursuant to the Licence granted to you under clause 2;
(ii) in any way that could damage our reputation or the goodwill or IP Rights associated with the Software;
(iii) for competitive analysis or to build competitive products; or
(iv) to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity);
(c) use any software or services in conjunction with the Software that modifies or reroutes, or attempts to modify or reroute, the Software;
(d) authorise any third party to access and/or use the Software on your behalf using any automated process such as a bot or spider or periodic caching of information stored by the Software;
(e) reverse engineer, decompile, disassemble, decrypt, hack, emulate, exploit, adapt, modify, translate, frame or reformat any part of the Software or otherwise seek to obtain or derive any of the Source Code or any underlying ideas, algorithms or file formats of, or any components used in, the Software by any means whatsoever, or attempt to do any of the foregoing;
(f) modify or remove any copyright or proprietary notices pertaining to the Software;
(g) disclose your passwords to any third party;
(h) circumvent any restrictions on access to, or availability of, the Software;
(i) attempt to access or control the Software or the Hosted Servers except through the browser interfaces to which we have given you access;
(j) engage in activity that is harmful to you, the Software or others (eg, transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech or advocating violence against others);
(k) infringe upon the rights of others (eg, unauthorised sharing of copyrighted material); or
(l) engage in activity that violates the privacy of others.

4. Use of Software

You may use the Software to design, build, launch, and scale your own software solutions (Your Software) provided that:
(a) You acknowledge that, under the terms of this agreement, Your Software and the User Data exists on the Hosted Servers, and requires a subscription to run for you and/or your Tenants;
(b) You are liable for the actions of your Tenants, and must ensure that your Tenants do not do anything that would put you in breach of this agreement, particularly the prohibited actions in clause 3.2.

5. Privacy

5.1 You acknowledge that your use of the Software is subject to our Privacy Policy. We reserve the right to monitor, collect and store your communications with us (whether by email, facsimile or any other form of transmission) for the purposes of our business needs, including quality control and security.
5.2 In relation to any Personal Information that is included in any User Data, all parties must comply with the Privacy Act and any guidelines issued from time to time by the Commonwealth Privacy Commissioner.

6. Duration of the Licence and renewals

The Licence and Support and Maintenance will commence on the Commencement Date and will continue in force without limit of period unless terminated or revoked in accordance with clause 9.

7. Trial Period

7.1 If we grant you a right to use No-Charge Software, you may only use it for the period limited by the Plan Terms or specified by us in writing or, if there is no such period identified, such use is limited to 30 days after it is made available to you (including the Commencement Date).
7.2 If you provide us with written notice of cancellation in accordance with the requirements of clause 9.3, your subscription will be terminated and any Fee paid during your Trial Period will be refunded.
7.3 If you do not validly terminate your trial prior to the end of the Trial Period in accordance with clause 9.3, you will be obliged to proceed with your subscription and may be required to pay Fees in accordance with clause 8.
7.4 You acknowledge and agree that:
(a) except as expressly provided otherwise in this clause 7, the terms and conditions of this agreement governing the Software, including clause 3 (“Restrictions on use”), fully apply to No-Charge Software;
(b) we may terminate your right to use No-Charge Software at any time and for any reason at our sole discretion without liability to you, at which point you will no longer have access to any User Data or other related data, information or files and must immediately cease using the No-Charge Software;
(c) all User Data may be permanently deleted at the end of the Trial Period unless you pay the Fees to us before the Trial Period ends;
(d) any pre-release or beta versions of the Software, and any pre-release or beta features within the Software, that we make available are still under development and may contain bugs, errors or other issues;
(e) all information regarding the characteristics, features and performance of any No-Charge Software constitutes our Confidential Information; and
(f) to the maximum extent permitted by law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty and indemnity obligations.
7.5 We reserve the right to charge you for your access to the No-Charge Software (at the normal rate) if we determine in our reasonable discretion that you are abusing the terms of the offer.

8. Payment of Fees

8.1 You must pay the Fees to us in full and on time in the currency specified in the Plan Terms in accordance with this clause 8. Your use of, and access to, the Software is conditional upon your payment of the Fees.

Periodic payments

8.0 In consideration for granting the Licence, you must pay the applicable Fees to us periodically in accordance with the Plan Terms. Unless specified otherwise in the Plan Terms, such Fees are payable in arrears commencing on the Commencement Date for the duration of your Licence. The amount of the Fees may depend upon your actual usage of the Software in each billing period, as set out in clause 2.4.
8.1 You agree that you are authorising recurring payments and you authorise us to charge you for the Software at the recurring intervals you have agreed to until the Licence is validly terminated by you or by us pursuant to clause 9.
8.2 We may suspend or cancel the Licence if we do not receive an on time, full payment from you. This will prevent you from accessing and using the Software.
8.3 You acknowledge and agree that we are not liable to you for any Losses arising out of or in connection with the suspension or cancelation of the Licence by us as a result of failure by you to pay the applicable Fees.

Timing of payment

8.4 All payments must be made in full within 7 days after the date on which you receive a relevant tax invoice from us. Failure to pay in full by that due date is a fundamental breach of this agreement.

Method of payment

8.5 Payments to be made under this agreement must be made by automatic direct debit. We will deduct the amount due on your account at the due date of your direct debit from your nominated bank account or credit or debit card.

Direct debits

8.6 You must ensure that:
(a) the account information supplied to us is correct;
(b) the nominated account can accept direct debits; and
(c) sufficient funds are available in the nominated account to meet each payment on its due date.
8.7 You must advise us if:
(a) your nominated account is transferred or closed or the direct debit is cancelled. You must do so as soon as you become aware of this change; and/or
(b) you wish to change your direct debit account or personal details. For any changes to take effect for your next direct debit payment, we must receive your request at least 10 Business Days before that direct debit due date. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
8.8 If a direct debit is scheduled to be made on a day other than a Business Day, that direct debit will be made on the next Business Day.
8.9 If a payment is dishonoured because there are insufficient funds in your nominated account, we:
(a) will notify you and try to deduct the payment on another day;
(b) may make other attempts to take the payment;
(c) may cancel your direct debit agreement; and/or
(d) may terminate your access to the Software.

Third-party payment processing

8.10 Payment by credit or debit card or by direct debit from your bank account is additionally subject to the usage terms and policies of the relevant third-party payment processor.

Online statements and errors

8.11 We will provide you with an online billing statement through the Website, which you can view by signing into your account. If we make an error on your bill, you must tell us within 90-days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund, unless otherwise required by law. If we have identified a billing error, we will correct that error within 90-days. This policy does not affect any statutory rights that may apply.

Failed payment fees

8.12 If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such fee as an additional payment. If you initiate a chargeback or reversal with your bank for your payment of the Fees, we will deem you to have cancelled as of the date that the original payment was made and you authorise us to immediately terminate the Licence and revoke your access to the Software.

Refunds

8.13 Except as expressly provided otherwise in this agreement and where required by the Consumer Law, all amounts paid on account of Fees are non-refundable.

No set-off or deduction

8.14 The parties acknowledge and agree that – unless otherwise required by law, but subject to clause 8.15 – all amounts payable under this agreement are to be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever (whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement).
8.15 If a party is required by law to make a deduction or withholding in respect of any sum payable under this agreement, that party must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the recipient of such additional amount as is required to ensure that the net amount received by the recipient will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.

9. Revocation and termination

10. Consequences of termination

10.1 Following termination you will no longer have access to the Software, which may affect your business and any products used by you or your clients using any part of the Software. You agree that we are not liable for any Loss resulting out of the Termination of this agreement.
10.2 You acknowledge and agree that, following termination of this agreement in any circumstances, you will only have further access to your User Data or Your Software if you renew your licence within 6 months after the termination of this agreement. After this date, the User Data and Your Software may be deleted by us.
10.3 If this agreement is terminated or expires for any reason, then, in addition, and without prejudice, to any other rights or remedies:
(a) the parties are immediately released from their obligations under this agreement, other than under clauses 4 (Privacy), 7 (Trial Period), 8 (Payment of Fees), 9 (Revocation and termination), 13 (Warranties), 14 (Disclaimer of warranties and limitation of liability), 15 (Indemnities), 16 (Intellectual property rights), 17 (IP Ownership Claims), 18 (Confidentiality), 19 (GST), 23 (General) and this clause 10, which shall survive any termination of this agreement;
(b) your right to use the Software and the Trademarks immediately ceases, the licence granted to you under clause 2.2 immediately terminates and you must immediately remove all Software and Trademarks from your computer systems and records;
(c) Your Tenants will no longer have access to Your Software; and
(d) we reserve the right to delete your account, including your User Data and Your Software, subject to clause 10.2.

Accrued rights

10.4 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

11. Support and Maintenance

During the term of your licence, we will exercise commercially reasonable efforts to:
(a) promptly correct any failure of the Software to perform according to its specifications; and
(b) keep the Software current via updates, upgrades, new releases or other enhancements as they become available from time to time.

12. Service availability

12.1 We will use commercially reasonable efforts to meet an Uptime Percentage of at least 99.90% in any given calendar month. All availability calculations will be based on our system records.
12.2 As the Licensee’s sole and exclusive remedy for any failure to meet availability or support commitments, in the event there are two (2) or more consecutive calendar months during which the Uptime Percentage falls below 99.90%, the Licensee will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the Downtime within those calendar months, provided that the Licensee requests such credit within twenty (20) days of the end of the relevant calendar month. That credit will be applied against the Licensee’s next invoices or charges.
12.3 For the avoidance of doubt, clauses 12.1 and 12.2 do not apply to any No-Charge Software.

13. Warranties

You represent and warrant that:
(a) you are authorised to use the payment method you provided and that any payment information you provide is true and accurate;
(b) you have the legal power and authority to execute, deliver and perform your obligations under this agreement and the transactions contemplated by this agreement, and no limit on your powers will be exceeded as a result of the transactions contemplated by this agreement;
(c) you have taken all necessary actions, and obtained all required consents, to enable you to execute, deliver and perform your obligations under this agreement, and any such authorisations are in full force and effect;
(d) your obligations under this agreement are legal, valid, binding and enforceable; and
(e) the execution, delivery and performance of this agreement by you does not and will not violate, breach, or result in the contravention of:
(i) any law, resolution or authorisation;
(ii) any document that is binding upon you or any of your assets; or
(iii) if applicable, your constitution or other constituent documents.

14. Disclaimer of warranties and limitation of liability

Disclaimer of warranties

14.1 To the maximum extent permitted by law, we expressly disclaim all representations, warranties and guarantees (whether implied, statutory or otherwise) in relation to the Software, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
14.2 The Software and Support and Maintenance are provided strictly on an ‘as is’ basis and, to the maximum extent permitted by law, we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Software and in particular we do not represent, warrant or guarantee that:
(a) your use of the Software will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
(b) the Software will meet your requirements or expectations;
(c) errors or defects will be corrected; or
(d) the Software and the servers that make them available will be free of viruses or other harmful components.

Third-party products

14.3 You may choose to use or procure other third-party products or services in connection with the Software, including third-party applications or implementation, customisation, training or other services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider.
14.4 If you enable or use third-party products or services with the Software, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying or deleting your data or storing your data on systems belonging to third-party providers or other third parties. Any third-party provider’s use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to, or use of, your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data.
14.5 We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.

Exclusion of liability

14.6 To the maximum extent permitted by law, we exclude all liability to you or any other person for any Losses arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Software by you or any other person (provided that nothing in this clause 14.6 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 14.8).

Waiver and release

14.7 You hereby irrevocably release us from, waive the right to bring, and covenant not to bring, any Claim that you have, or would otherwise have had, against us arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Software by you or any other person and acknowledge and agree that this waiver and release may be pleaded as a bar and complete defence to any such Claims (provided that nothing in this clause 14.7 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 14.8).

Liability cap

14.8 Our total aggregate liability for all Claims under or in respect of this agreement is limited to the aggregate amount of the Fees paid by you under this agreement for the 1 month prior to the bringing of a Claim or the termination of this agreement.

Remedies limited

14.9 Without limiting or derogating from the liability cap under clause 14.8, to the maximum extent permitted by law, we expressly limit our liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion):
(a) the supply of the services again; and/or
(b) the payment of the cost of having the services supplied again.

Force Majeure Event

14.10 To the maximum extent permitted by law, and without limiting any other provision of this agreement, we exclude liability for any delay in performing any of our obligations under this agreement where such delay is caused by a Force Majeure Event, and we shall be entitled to a reasonable extension of time for the performance of such obligations.

15. Indemnities

You will indemnify and hold us harmless against all Losses that may be suffered or incurred by us arising directly or indirectly out of, or in connection with:
(a) any breach of this agreement by you or your Tenants;
(b) your negligent acts or omissions, or the negligent acts or omissions of your Tenants; and/or
(c) any Claim brought, or threatened to be brought, by a third party against us alleging that your use of the Software constitutes an infringement of any IP Rights of the third party.

16. Intellectual property rights

Licensor retains ownership

16.1 You acknowledge and agree that:
(a) this agreement does not transfer or assign any IP Rights to you;
(b) we own and retain all IP Rights in the Software and Documentation including any and all Improvements that may be created or developed by you; and
(c) you have no IP Rights in any part of the Software or Documentation, including any Improvements thereof, other than the rights granted to you pursuant to clause 2.2 and you must not take any step to invalidate or prejudice our title thereto;
(d) You have IP Rights in Your Software, however your access to and use of Your Software is dependent upon your ability to access and use the Software under this agreement.

Ownership of User Data

16.2 We acknowledge and agree that you own and retain all IP Rights in the User Data submitted, uploaded, transmitted, generated or otherwise made available to or through Your Software. Solely to the extent necessary to provide the Software to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display your User Data.

Trademarks

16.3 The Trademarks are unregistered trademarks owned by us and/or our licensors or affiliates. You may not use any of the Trademarks without our prior written consent. You must comply with our reasonable usage guidelines and directions with respect to the Trademarks as notified to you from time to time.

Feedback

16.4 We welcome your comments, feedback, suggestions, information and other communications regarding the Software and Support and Maintenance – however, please note that:
(a) any such feedback will be and remain our exclusive property and you will relinquish any right, title or interest in such feedback immediately upon it being sent to us;
(b) we will be entitled to use, exploit, improve, make, copy, disclose, display or perform publicly, distribute, improve and modify any such feedback for any purpose whatsoever without restriction; and
(c) we will not compensate you for any such feedback.

17. IP Ownership Claims

17.1 You must promptly notify us of any actual or suspected infringement of, or attack or challenge to the ownership or registration of, any of our IP Rights in the Software that comes to your attention (each an IP Ownership Claim).
17.2 We will have absolute discretion to decide what action to take in respect of any IP Ownership Claim and sole conduct of any related legal proceedings (including any legal proceedings conducted in our name or in the joint names of you and us). Accordingly, you must:
(a) not bring any legal proceedings in respect of any IP Ownership Claim without our prior written consent; and
(b) cooperate fully with us, and take all steps requested by us in our discretion, in defending any IP Ownership Claim, provided that we will be responsible for the cost of any related legal proceedings and entitled to any damages, account of profits and/or awards of costs recovered in respect thereof,
and you must ensure that any and all of your assignees or sub-licensees do the same.

18. Confidentiality

19. GST and other taxes

GST

19.1 In this clause 19, terms used have the meanings given to them by the GST Law.
19.2 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause 19.
19.3 If any GST is payable on any taxable supply made under this agreement to the recipient by any other party, the recipient must pay the GST to us on the earlier of:
(a) the time of making payment of any monetary consideration on which the GST is calculated; and
(b) the issue of an invoice relating to the taxable supply.
19.4 The recipient must pay the GST in the same manner as making payment of any monetary consideration on which the GST is calculated. We must provide, as a precondition to payment by the recipient of the GST, a tax invoice or a document that the Commissioner will treat as a tax invoice.
19.5 The amount recoverable on account of GST under this clause 19 by us will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the recipient under this clause 19.
19.6 If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party (or Representative if this is not the other party) can claim an input tax credit, partial input tax credit or other similar offset.

Other taxes

19.7 The Fees under this agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is made. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any amounts owed under this agreement. If you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide to us any such exemption information and we will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
19.8 You will pay all Fees net of any applicable withholding taxes. We will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us with reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

20. Assignment and sub-licensing

20.1 Your Tenants can access Your Software, via our Hosted Server. You must not Dispose of your access to the Software, the Licence, the benefit of this agreement or any rights or obligations hereunder, whether in whole or in part, to any person without our prior written consent, which we may withhold or delay at our absolute discretion. We may provide any such consent subject to such conditions as we choose at our absolute discretion to impose.

Responsibility for actions of your Tenants

20.2 You must ensure that any and all of your Tenants:
(a) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of you; and
(b) do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you,
and you will be responsible for, and liable to us in respect of, the actions and/or omissions of any and all of your Tenants in relation to the Software as if they were your actions and/or omissions.

21. Changes to this agreement

We may modify the terms and conditions of this agreement from time to time, with notice given to you by email, through the Software or through our Website. Such modifications will become effective 7 days after the notice is given. Your continued use of the Software following notice of such modifications shall be deemed to be your acceptance of any such modifications to this agreement. If you do not agree to any such modifications, you must immediately stop using the Software and destroy all copies of the Software in your possession or control.

22. Notices

22.1 We will send you notices via email or regular mail. We may also display notices in the Software and/or the Website.
22.2 A notice is deemed to have been received:
(a) if delivered personally, at the time of delivery;
(b) if delivered by commercial courier, at the time of signature of the courier’s receipt;
(c) if sent by pre-paid post, 48 hours from the date of posting;
(d) if sent by airmail, five days after the date of posting;
(e) if sent by email, 4 hours after the sent time (as recorded on the sender’s email server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the; or
(f) if displayed in the Software and/or the Website, at the time the notice is posted in the Software and/or the Website,
except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.
22.3 To prove service, it is sufficient to prove that:
(a) in the case of post – that the envelope containing the notice was properly addressed and posted;
(b) in the case of fax – the notice was transmitted to the fax number of the party;
(c) in the case of email – the email was transmitted to the party’s email server or internet service provider; and
(d) in the case of the Software and/or the Website – the notice was posted on the Software and/or the Website.

23. General

Further assurances

23.1 Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.

Relationship of the parties

23.2 This agreement does not create any partnership, joint venture or agency relationship between the parties. No party has the authority to bind any other party.

Agents and third-party purchasers

23.3 If you are acquiring the Software on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Software to the terms and conditions of this agreement.

Entire agreement

23.4 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.

Severability

23.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction:
(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

No waiver

23.6 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.

Ipso facto legislation

23.7 If any provision of this agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment, upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of this agreement, to the maximum extent permitted by law:
(a) time is of the essence in respect of all obligations of that party under this agreement (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and
(b) any breach of this agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of this agreement,
and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.

Governing law and jurisdiction

23.8 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia.
23.9 The parties irrevocably agree that the courts of Victoria, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).

Your concerns

23.10 Should you have any questions concerning the Software, Support and Maintenance and/or this agreement, please contact us at support@granitestack.com.