POS Solution Service Schedule
1. About this Service Schedule
1.1. This POS Solution Service Schedule (this Service Schedule) applies with respect to the following items of a Bepoz POS Solution that we agree to supply to you:
(a) Bepoz Hardware;
(b) Bepoz Software and the Documentation;
(c) Initial Training Services;
(d) Support and Maintenance Services.
1.2. The specific components of the Bepoz POS Solution that we agree to supply to you are specified in the Quotation.
1.3. This Service Schedule must be read in conjunction with the Quotation, our Terms of Service and the other documents that comprise the Agreement.
1.4. In this Service Schedule, any reference to a clause is to a clause of this Service Schedule unless otherwise specified.
2. Implementation Plan
2.1. We will provide you with a short Implementation Plan for the implementation of the Bepoz POS Solution at the Site(s) which includes:
(a) date(s) for pre-install inspection(s) of the Site(s) where we consider such inspection(s) to be necessary;
(b) Site preparation requirements that you must comply with;
(c) dates by which we will aim to deliver and install the Bepoz Hardware at the Site(s);
(d) dates by which we will aim to deliver, install and configure the Bepoz Software at the Site(s) (where the Bepoz POS Solution is an on-premise solution);
(e) dates by which we will aim to configure the Bepoz Software to be accessed from the Bepoz Hardware or Other Hardware at the Site(s) as specified in the Quotation (where applicable, including where the Bepoz POS Solution is a cloud-based solution);
(f) dates by which we will aim to integrate the Bepoz Hardware, Other Hardware, Bepoz Software and Customer Software, to the extent specified in the Quotation;
(g) a date by which we will aim for the Bepoz POS Solution to be Ready for Service; and
(h) any other particulars of the implementation that we wish to include in the Implementation Plan.
2.2. You must prepare the Site(s) in accordance with any requirements set out in the Implementation Plan or that we otherwise notify you of. You will also be responsible for ensuring that all Customer Software and Other Hardware is installed, set up, configured, fit for purpose, in working order and available to us, and that all internet connections and network connections are complete and operational, no later than the relevant date(s) specified in the Implementation Plan.
2.3. Each party must use reasonable endeavours to comply with the Implementation Plan.
2.4. There will be an extension of time for completion of any one or more of the stages in the Implementation Plan if one of more of the following events occur:
(a) we agree to a change to the Implementation Plan or any part of the Bepoz POS Solution;
(b) a shipping or Third Party Provider delay occurs, or another Force Majeure Event occurs, that prevents us from completing one or more stages of the Implementation Plan by any date specified in the Implementation Plan;
(c) one or more delays are caused in whole or in part by any of your acts or omissions, of those of Your Personnel;
(d) an extension is required because either party was unable to complete any part of the Implementation Plan despite using its reasonable endeavours to do so.
2.5. For any extension of time the subject of clause 2.4:
(a) we may amend the Implementation Plan; and
(b) we will provide you with a copy of the amended Implementation Plan.
2.6. You must:
(a) ensure that all Bepoz Hardware and Other Hardware is installed and kept at the Site(s), under suitable conditions, as specified in any applicable Operating Manuals, and permit only trained and competent personnel to use them (while ensuring that only Licensed Users can access the Bepoz Software) and follow any operating instructions as we may give from time to time;
(b) notify us promptly if Bepoz Hardware is discovered to be operating incorrectly;
(c) at all reasonable times permit full and free access to the Site(s) and to the Bepoz POS Solution to us and Our Personnel and provide us and them with an adequate and safe working space, and any telecommunications facilities as are reasonably required to enable us to perform Ordered Services while at the Site(s); and
(d) take any steps reasonably necessary to ensure the safety of Our Personnel when attending the Site(s).
3. Implementation management
3.1. You will notify us of the name and qualifications of the person appointed as your Project Coordinator and/or POS Champion upon request by us.
3.2. You must ensure that your Project Coordinator and/or POS Champion co-operate with our Implementation Coordinator and attends meetings scheduled by the Implementation Coordinator to advise and assist on all matters relating to the implementation of the Bepoz POS Solution at the Site(s) requested by the Implementation Coordinator.
3.3. You agree that your Project Coordinator and/or POS Champion will not be replaced before the Target Implementation Completion Date without notice to us, unless:
(a) the individual to be replaced is prevented by ill-health from carrying out his or her duties in connection with the Agreement for a significant period;
(b) the individual resigns from your employment;
(c) the contract of employment of the individual is terminated; or
(d) we make a reasonable, written request to you to replace the individual because he or she has in our opinion performed unsatisfactorily or has caused a breach of any of your obligations under the Agreement howsoever arising.
3.4. In the event that your Project Coordinator and/or POS Champion is replaced in accordance with clause 3.3, you hereby agree that you will consult with the Implementation Coordinator regarding the suitability of any replacement and ensure that the replacement person is suitably appraised of the progress of the implementation and where required by us, undergoes any “catch-up” training required by us at our hourly rates then in effect to ensure that the replacement does not result in any delay in the Implementation Work.
4. Site Preparation
4.1. You must provide all cabling, cabinet works (holes through benchtops, access holes for cables, installation of brackets etc.) and carry out all other works and provide all other equipment needed to prepare the Site(s) for the installation of the Bepoz Hardware, including any equipment needed to connect and interface the Bepoz Hardware with any other hardware at the Site(s).
4.2. If you do not comply with clause 4.1:
(a) we may, but are not obliged to, carry out the relevant works and supply the relevant cabling and other equipment for an additional fee specified by us;
(b) you must pay such additional fee at the time(s) specified by us;
(c) we are not liable for any loss or damage incurred as a result of our provision of such works or supply of such cabling or such other equipment;
(d) you warrant that we are authorised to carry out all such works (including, where applicable, by any landlord where you are a tenant of the Site(s)); and
(e) you must indemnify us from and hold us harmless from and against all and any loss and/or damage that we incur as a result of us carrying out such works.
5. Acceptance of Bepoz Hardware
5.1. The Bepoz Hardware may come with guarantees that cannot be excluded under the ACL.
5.2. In addition to any non-excludable guarantees that apply to Bepoz Hardware under the ACL and any other Applicable Law, we warrant that the Bepoz Hardware supplied by us under the Agreement will:
(a) upon delivery by us to the Site(s), conform to the Specifications and be free from material defects in design, material and workmanship; and
(b) upon us confirming that the Bepoz Solution is Ready for Service, be of merchantable quality and in Good Working Order.
5.3. Other than with respect to any non-excludable guarantees that apply to the Bepoz Hardware under the ACL and other Applicable Law and the warranties set out in clause 5.2, all implied rights, representations, guarantees, conditions, warranties, undertakings and other remedies that you may otherwise have in relation to the Bepoz Hardware are waived and excluded from the Agreement, to the maximum extent permitted by law.
5.4. You may reject as defective any Bepoz Hardware delivered to the Site(s) that does not comply with any of the warranties set out in clause 5.2, provided that:
(a) you gives us written notice of rejection:
(i) in the case of a defect that is apparent on normal visual inspection, within 5 Business Days of delivery of the Bepoz Hardware to the Site(s);
(ii) in the case of a latent defect that occurs within 20 Business Days of delivery to the Site(s), within 5 Business Days after the time when the latent defect become apparent; and
(b) none of the events listed in 25.6 apply.
5.5. You are deemed to have accepted the Bepoz Hardware if you fail to give notice of rejection in accordance with 25.4.
5.6. We are not liable for any loss, damage or malfunction of any Bepoz Hardware (or a failure of any Bepoz Hardware to comply with any warranty set out in 25.2) as a result of fair wear or tear, or as a result of any of the following events:
(a) You, Your Personnel or any third party make any further use of that Bepoz Hardware after giving notice in accordance with 25.4;
(b) a defect arises because you, Your Personnel or any third party has failed to follow our (or the manufacturer’s) oral or written instructions for the storage, commissioning, installation, use or maintenance of the Bepoz Hardware or best industry practice;
(c) a defect arises as a result of us following any drawing, design or Specification supplied by you or Your Personnel;
(d) you, Your Personnel or any third party alters or repairs the Bepoz Hardware without our prior written consent;
(e) you or Your Personnel losing the Bepoz Hardware;
(f) theft of Bepoz Hardware from any Site; or
(g) a defect arises as a result of your (or Your Personnel’s) or any third party’s wilful or accidental damage, negligence, or abnormal storage or working conditions.
5.7. You must indemnify us from and hold us harmless from and against all and any loss and/or damage that we incur as a result of any of the events listed in 25.6, including, where applicable the cost of replacing or repairing any lost Bepoz Hardware or damage to the Bepoz Hardware.
5.8. If you reject Bepoz Hardware under 25.4 then we may, at our option:
(a) replace the rejected Bepoz Hardware or supply equivalent goods;
(b) repair the rejected Bepoz Hardware;
(c) reimburse you for the cost of replacing the rejected Bepoz Hardware or of acquiring equivalent goods;
(d) reimburse you for the cost of repairing the rejected Bepoz Hardware;
(e) if you have not paid the Price to us for the rejected Bepoz Hardware, release you from any obligation to pay the Price for the rejected Bepoz Hardware; or
(f) if you have already paid the Price for the rejected Bepoz Hardware, refund to you the Price for the rejected Bepoz Hardware, subject to you first restoring unencumbered title to the rejected Bepoz Hardware to us.
5.9. Once we have complied with 25.8, we are not liable to you, and you will have no further remedy arising out of or in connection with the rejected Bepoz Hardware’s failure to comply with 25.2.
5.10. If we breach any guarantee under the ACL that applies to the supply of the Bepoz Hardware to you, you may exercise your rights under the ACL instead of exercising your rights under 25.4, and in such circumstances you will not be entitled to exercise your rights under that clause. Where our liability for breach of any guarantees under the ACL or any other Applicable Law can be limited, our liability arising from any breach of those guarantees (if any) is limited, at our option: (i) with respect to the supply of goods, to the replacement or repair of the goods or the cost of resupply or replacement of the goods; and/or (ii) with respect to services, to the supply of services again or the cost of re-supplying the services again.
5.11. The terms of the Agreement apply to any repaired or replacement Bepoz Hardware supplied by us.
6. Your obligations in relation to the Bepoz Hardware
6.1. You must not make any representation or give any warranty in relation to the Bepoz Hardware not expressly authorised by us in writing.
6.2. You must not do anything which might affect the reputation of any of the Bepoz Hardware, us or our Related Bodies Corporate.
6.3. You must:
(a) promptly inform us of all material complaints or claims in relation to the Bepoz Hardware;
(b) not admit liability on our behalf in respect of any complaint or claim in relation to the Bepoz Hardware; and
(c) not resolve or settle any complaint or claim in relation to the Bepoz Hardware, including where doing so may result in us or our Related Bodies Corporate incurring any liability to any party.
7. Title to the Bepoz Hardware
7.1. Words and phrases used in the Agreement that have defined meanings in the PPSA have the same meaning as in the PPSA, unless the context indicates otherwise.
7.2. Clauses 7.4 – 7.9 and clauses 8, 9 and 10 do not apply to any Bepoz Hardware whose title has passed to you.
7.3. Unless otherwise expressly agreed in writing by us, title to any Bepoz Hardware will not pass to you at any time.
7.4. You must not sell or otherwise dispose of the Bepoz Hardware:
(a) during the Term; or
7.5. You must keep the Bepoz Hardware separately stored and marked as our property.
7.6. During the Term (and thereafter), you must not do any of the following in relation to any of the Bepoz Hardware without our express prior written consent:
(a) create or allow any interest (except a security interest in our favour) in, or dispose or part with possession of, the Bepoz Hardware;
(b) allow the Bepoz Hardware to be removed from any Site;
(c) allow the Bepoz Hardware to become an accession to or commingled with any other property; or
(d) grant any security interest in relation to the Bepoz Hardware, without our prior written consent.
7.7. If you deal with the Bepoz Hardware in contravention of clause 7.6, without limiting any other rights or remedies available to us, you will hold the proceeds of any sale or disposal of the Bepoz Hardware, and in all other circumstances an amount equalling the replacement cost of the Bepoz Hardware, on trust for us.
7.8. Where we supply any Bepoz Hardware to you, you:
(a) are a bailee of the Bepoz Hardware;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure the retention of our title to the Bepoz Hardware including the registration of any security interest in our favour with respect to the Bepoz Hardware under Applicable Law;
(c) must separate the Bepoz Hardware from other goods which are held by you;
(d) must affix labels to the Bepoz Hardware that state that the Bepoz Hardware is owned by us;
(e) must not register any security interest in your favour with respect to the Bepoz Hardware or allow any third party to have or acquire any security interest in the Bepoz Hardware; and
(f) agree that we may retake possession of (and deal with, in our discretion) the Bepoz Hardware if payment of any Fees is not made in accordance with the Payment Terms (or such longer time as we may, in our complete discretion, approve in writing).
7.9. You grant us and our representatives an irrevocable licence to enter any land or premises for the purpose of inspecting, retaking possession of or otherwise enforcing our rights in respect of, Bepoz Hardware (including by breaking any locks, doors and windows as required to access any Bepoz Hardware and dismantling anything to which the Bepoz Hardware has been fixed) and hereby indemnify and hold us harmless from and against any claims for damage to property or personal injury that may result from us or our representatives exercising any rights under the licence referred to in this clause 7.9. If we retake possession of any Bepoz Hardware, we may deal with it as we think fit.
8. Registration on the PPSR
8.1. Each Agreement is a security agreement for the purposes of the PPSA. You hereby acknowledge that you have granted us a security interest in the Bepoz Hardware and their proceeds.
8.2. You consent to us perfecting any security interest arising in connection with an Agreement by registering a financing statement on the PPSR and any other applicable security registers in any manner we consider appropriate. You agree to do anything we reasonably ask to ensure that the security interest:
(a) is enforceable, perfected and otherwise effective; and
(b) has priority over all other security interests.
8.3. You agree to pay or reimburse us for any fees or charges for the PPSR or other registrations contemplated by an Agreement.
9. Contracting out of enforcement and notice provisions
9.1. You waive your right to receive any notice (including notice of a verification statement) that is required by the PPSA unless the notice is required by the PPSA and cannot be excluded.
9.2. You agree not to exercise your rights to make any request of us under section 275 of the PPSA. This does not limit your rights to request information other than under section 275 of the PPSA. Neither you nor we will disclose any information of the kind mentioned in section 275(1) of the PPSA unless section 275(7) of the PPSA applies.
9.3. To the extent permitted by law, you and us contract out of and you waive your rights under the following provisions of Chapter 4 of the PPSA:
(a) section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;
(b) section 96 (when a person with an interest in the whole may retain an accession);
(c) section 121(4) (enforcement of liquid assets – notice to grantor);
(d) section 125 (obligation to dispose of or retain collateral);
(e) section 130 (notice of disposal), to the extent that it requires us to give a notice to you;
(f) section 132(3)(d) (contents of statement of account after disposal);
(g) section 132(4) (statement of account if no disposal);
(h) section 142 (redemption of collateral); and
(i) section 143 (reinstatement of security agreement).
10. Changes in your details
10.1. You must notify us at least 14 days before you:
(a) change your name;
(b) change your place of registration or incorporation; or
(c) change or apply for an Australian Company Number, Australian Business Number, Australian Registered Body Number or Australian Registered Scheme Number.
10.2. You must notify us if anything mentioned in 10.1 occurs immediately on becoming aware of it.
11. Software and documentation
11.1. We will use reasonable endeavours to install the Bepoz Software on applicable Bepoz Hardware or Other Hardware by the Target Implementation Completion Date, in accordance with the Implementation Plan.
11.2. Where any of Our Software or other software installed on any applicable Bepoz Hardware or Other Hardware includes Third-Party Software, the Third-Party Software will be subject to Third Party Licences, copies of which will be provided to you, and you agree to be bound to the relevant third parties by such Third Party Licences.
11.3. We will provide to you from time to time copies of the Documentation containing sufficient up-to-date information for the proper use of the Bepoz POS Solution. Such Documentation may be supplied in electronic form.
11.4. Any Open-Source Software provided by us may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided “as is”.
12.1. You will make payment of all fees and charges in accordance with the Payment Terms (as specified in the applicable Quotation).
12.2. Reasonable out-of-pocket expenses may also be charged by us on production of reasonable evidence of expenditure to you.
13. Change control
13.1. You may, by giving written notice to us at any time during the Term, request a change to the Bepoz POS Solution.
13.2. We may (but are not obliged to):
(a) prepare a fee estimate for the implementation of the change at our standard rates then in force (if we offer to implement the changes on a time and materials basis); or
(b) prepare a written quote for the implementation of the change (if we offer to implement the change at a fixed price);
(c) prepare a quote for any increase or decrease in the Price; and
(d) notify you of any effect that the requested change may have on the Implementation Plan.
13.3. You must inform us in writing of whether or not you wish the requested change to be made. No change will be implemented or deemed to have been agreed unless it is agreed by you and us in writing.
13.4. We specifically deny any implied or express representation that the Bepoz POS Solution will be fit to operate in conjunction with any hardware items or software products other than with those hardware items and software products that are identified in the Documentation as being compatible with the Bepoz POS Solution.
14.1. As between you and us, all of the Intellectual Property Rights and other right, title and interest in the Bepoz Software are, and will remain, our sole property (irrespective of whether the Bepoz Software is installed on any Bepoz Hardware or Other Hardware and whether or not you own the hardware on which it is installed), and we reserve the right to commercialise the Bepoz Software (in whole or in part) in any way we deem fit, including by granting licences to use the Bepoz Software to any other party or parties.
14.2. As between you and us, all of the Intellectual Property Rights in the configuration of the Bepoz POS Solution are, and will remain, our property and we reserve the right to commercialise the Bepoz POS Solution (in whole or in part) in any way we deem fit, including by replicating the configuration thereof for any other party or parties.
14.3. The Bepoz POS Solution, Documentation and Implementation Plan are proprietary to us or our licensors and you acquire no rights in or to the Bepoz POS Solution (including the Bepoz Software), Documentation or Implementation Plan other than those expressly granted by an Agreement.
14.4. You will do and execute, or arrange for the doing and executing of, each necessary act, document and thing that we may consider necessary or desirable to perfect our right, title and interest (including Intellectual Property Rights) in and to the Bepoz POS Solution, Documentation and Implementation Plan.
14.5. You must prevent any infringement of our Intellectual Property Rights in the Bepoz POS Solution, Documentation and Implementation Plan in your possession or control and will promptly report to us any such infringement that comes to your attention. In particular, you will:
(a) ensure that each Licensed User, before commencing use of the Bepoz Software, is made aware that the Bepoz Software is proprietary to us and that it may only be used and copied in accordance with the Agreement;
(b) implement suitable disciplinary procedures for, and immediately notify us of, any employees who make unauthorised use or copies of the Bepoz Software, except as provided for in clause 16.1;
(c) ensure that your network is secured so as to prevent unauthorised access and use of the Bepoz Software; and
(d) not permit third parties to have access to the Bepoz Software without our prior written consent, which may require that such third parties executes a written confidentiality agreement in our favour on terms approved by us, before being given access to the Bepoz Software.
15. Bepoz Software Licence (for on-premises solution)
15.1. Clauses 15 and 16 only apply where a Quotation specifies that we will provide Bepoz Software for installation on Bepoz Hardware or Other Hardware at one or more Site(s).
15.2. We hereby grant you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable licence for Licensed Users to use the Bepoz Software on the applicable Bepoz Hardware or Other Hardware, specified in the Quotation, in accordance with the Implementation Plan and the Documentation, to manage your point of sale transactions at the Site(s) (your Business) and for the other purposes set out in the Documentation (collectively, the Licensed Purposes).
15.3. The Bepoz Licence may, with our prior written consent, be extended to additional Licensed Users, provided that any additional applicable fee that we specify is paid to us before such use.
15.4. If you transfer the whole of the Business permanently from any Site to another Site, the Bepoz Software may be used at the other Site by Licensed Users, provided that we are informed in writing of the change of Site before use of the Bepoz Software commences at the new Site.
15.5. If the Bepoz Hardware or Other Hardware that the Bepoz Software is installed on becomes inoperable for any reason, the Bepoz Software may be temporarily used (for up to 30 days) on backup equipment at the Site that we approve until the applicable Bepoz Hardware or Other Hardware is repaired.
15.6. You must comply with the Third Party Licences and must indemnify and hold us harmless from and against any loss or damage which we may suffer or incur as a result of your breach of the Third Party Licences howsoever arising.
15.7. We may treat your breach of any Third Party Licence as a breach of the Agreement.
16. Transfer or reproduction of Bepoz Software
16.1. You may make one copy of the Bepoz Software for the purposes of backup and security. You have no right to make, or authorise the making of, any other copies of the Bepoz Software without our prior written consent.
16.2. We will at all times own all copies of all or any part of the Bepoz Software. For copies recorded on a tangible medium, you will place on each copy of all or any part of the Bepoz Software a clearly visible label indicating that the copy is our property and reproducing our proprietary rights notice. For electronic copies, you will ensure that all proprietary notices contained in the Bepoz Software will be maintained in such copies and will display when the software is run, in the same way as in the case of the Bepoz Software as supplied by us. You will keep all copies of the Bepoz Software in a secure place when not in use and will, at all times, keep all such copies in your possession or control.
16.3. Nothing in the Agreement gives you any rights to access any Source Code in the Bepoz Software.
17. Software Limits and Restrictions
17.1. You will not:
(a) license, sub-license, rent, lend, assign or transfer in any other way your rights under an Agreement with respect to the Bepoz Software to any person without our prior written consent; and/or
(b) give any person access to the Bepoz Software (whether through any network of computers or otherwise) who is not your Licensed User.
18. Bepoz SaaS Software (for cloud-based solutions)
18.1. This clause 18 will only apply where a Quotation specifies that we will make Bepoz Software available to you on a “cloud basis” or that is hosted by or on our behalf on a server not at the Site(s).
18.2. We grant to you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable right for your Licensed Users to access the Bepoz Software from the applicable Bepoz Hardware or Other Hardware at the Site(s), specified in the Quotation, in accordance with the Specifications and the Documentation, to manage your point of sale transactions at the Site(s) (your Business) and for the other purposes set out in the Documentation (collectively, the Licensed Purposes).
18.3. We undertake to use reasonable endeavours to host or procure the hosting of the Bepoz Software the subject of the Bepoz Licence.
18.4. The Bepoz Licence may, with our prior written consent, be extended to additional Licensed Users, provided that any additional applicable fee that we specify is paid to us before such use.
18.5. If you transfer the whole of the Business permanently from any Site to another Site, the Bepoz Software may be used from the applicable Bepoz Hardware or Other Hardware, specified in the Quotation, from the other Site by the Licensed Users, provided that we are informed in writing of the change of Site before use of the Bepoz Software commences at the other Site.
18.6. If the Bepoz Hardware or Other Hardware that the Bepoz Software is operated from at a Site becomes inoperable for any reason, the Bepoz Software may be temporarily used (for up to 30 days) from backup equipment at the Site that we approve until the applicable Bepoz Hardware or Other Hardware is repaired.
18.7. You must comply with the Third Party Licences and will indemnify and hold us harmless from and against any loss of damage which we may suffer or incur as a result of your breach of the Third Party Licences howsoever arising.
18.8. We may treat your breach of any Third Party Licence as a breach of the Agreement.
18.9. Notwithstanding any other provisions of the Agreement, you have no right or licence to download or install the Bepoz Software on any computer or device.
19. No adaptations, modifications, variations etc. of Bepoz Software
19.1. You may not make adaptations, modifications or variations of the Bepoz Software without our prior written consent.
19.2. You may not disassemble, decompile, reverse translate or in any other manner decode, the Bepoz Software, except as expressly permitted by Applicable Law.
20. Initial Training
20.1. We will make Initial Training Services in the Bepoz Software available to you either remotely or on Site (as determined by us) on a date specified by us, for no additional charge.
20.2. Any additional training in the Bepoz Software required by you that we agree to provide will be provided by us at our standard rates then in force.
21.1. In this Service Schedule, words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service. In addition, the following words have the following meanings:
Bepoz Hardware means any hardware that we agree to supply to you under an Agreement, as set out in a Quotation.
Bepoz Licence means the licence granted under clause 15.2 or the right granted under clause 18.2, as the context dictates.
Bepoz POS Solution means the point of sale solution described in the Quotation comprising the Bepoz Software, Customer Software, Bepoz Hardware and the Other Hardware, integrated together.
Bepoz Software means any software that we describe in a Quotation as “Bepoz Software”, our software or any Bepoz software module that is included by us in a software subscription or a hardware and software subscription, including New Releases and New Versions, but excluding Open-Source Software and Third Party Software.
Customer Software means any software identified in the Implementation Plan that is not Bepoz Software or Third-Party Software that we supply to you.
Direct Competitor means any third party engaged in the business of providing point of sale software, systems, services or solutions.
Good Working Order means the Bepoz Hardware operates in accordance with the applicable Operating Manuals with all known vulnerabilities and errors.
Implementation Coordinator means a person who we nominate to be our project manager for the purposes of the implementation of the Bepoz POS Solution at the Site(s).
Implementation Plan means an implementation plan that we prepare for the implementation of the Bepoz POS Solution which includes the elements set out in clause 2.1.
Implementation Work means the work and services listed in the Implementation Plan.
Initial Training Services means training in the use of the Bepoz Software as set out in the Implementation Plan.
Licensed User means any of your officers or employees who are employed by you to conduct the Business at the Site(s) who are not employed, engaged by or affiliated with any of our Direct Competitors and who are not restricted from using the Bepoz Software because of any restrictions specified in the Quotation.
New Release means an update, upgrade or new release of the Bepoz Software that is designed to correct bugs, errors or defects and is not a New Version.
New Version means a new version of the Bepoz Software that is marketed or described by us as a new version.
Open-Source Software means any software licensed under any form of open source licence meeting the Open Source Initiative’s Open Source Definition (http://www.opensource.org/docs/definition.php)
Operating Manual means all operating manuals and specifications relating to the Supported Hardware that we provide to you or notify you of.
Other Hardware means any hardware and equipment set out in the Quotation and/or Implementation Plan that is not Bepoz Hardware.
PPSA means the Personal Property Securities Act 2009 (Cth).
Price means the price for the provision of the Bepoz Hardware and/or Implementation Work, set out in the Quotation.
Project Coordinator and/or POS Champion means the person who you nominate as your project coordinator and/or POS champion for the purposes of the implementation of the Bepoz POS Solution at the Site(s).
Ready for Service means that we determine that the Bepoz POS Solution is ready for use in a live environment.
Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).
Site(s) means Your Premises identified in a Quotation for the installation of the Bepoz POS Solution.
Target Implementation Completion Date means the target date(s) for completion of all of the Implementation Work at the Site(s), as set out in the Implementation Plan.
Third Party Licences means the standard licence terms and conditions provided by the relevant owners, licensors or distributors of the Third Party Software.
Third-Party Software means any software comprised in the Bepoz POS Solution that we notify you is owned by any third party.