Terms and Conditions

1. Terms and Conditions

   1. These terms and conditions apply to the Customer’s use of the wrAPP Service (“Agreement”). To agree to these terms the Customer must click “Agree”. If the Customer does not agree to these terms, do not click “Agree” and do not use the wrAPP Service.

   2. The Customer acknowledges that its electronic orders constitute its agreement and intent to be bound by this Agreement and pay for any wrAPP Services ordered by the Customer. This Agreement will apply to all wrAPP Packages ordered by the Customer via the wrAPP Portal now or in the future.

2. Commencement

   1. This Agreement shall be effective and binding when the Customer has clicked “Accept” via the wrAPP Portal.

3. Australia Only

   1. The wrAPP service is only available for download and use within Australia. If the Customer is not in Australia the Customer may not use the wrAPP service. The Customer warrants and represents to Gen-i that by clicking “Accept” the Customer will only use the wrAPP service in Australia.

4. Ordering

   1. By completing the online order form the Customer is placing an irrevocable order with Gen-i for the selected wrAPP Package. All orders placed with Gen-i are final. The selected wrAPP Package will be available for download immediately upon completion of the Customer’s order and the Customer will have no right to cancel the order once the wrAPP Package has been made available to the Customer.

5. Provision of Service

   1. Gen-i will provide the wrAPP Package with standard configuration scripts for auto deployment into the Customer’s Environment based on standard configurations contained in any documentation accompanying the wrAPP Service. Non standard configurations are not catered for as part of the standard wrAPP Service. The Customer may distribute the wrAPP Package to as many workstations or servers as it likes provided distribution remains within the Customer’s Environment. The wrAPP Service does not include any deployment, installation or configuration of anything (including the wrAPP Package) within the Customer’s Environment.

   2. Gen-i makes no representations or guarantees as to the suitability or legality of any Third Party Software provided as part of the wrAPP Service installed into the Customer’s Environment.

   3. The Customer is solely responsible for appropriate licensing and/or monitoring of licensing requirements of any Third Party Software.

6. Support

   1. The purchase of a wrAPP Package will entitle the Customer to obtain instances of minor updates to any Third Party Software up to a maximum of 4 updates per year per package subject to the availability of updates being made available to the public and deemed by Gen-i to have significant business value to the general wrAPP customer base. The availability of any update is solely at the discretion of the manufacturer of the Third Party Software. Gen-i accepts no liability for the availability of any update or any consequences of updating the Third Party Software within the Customer’s Environment.

   2. In addition, the Customer will be entitled to any emergency or security update released by the manufacturer of the Third Party Software to the public deemed by Gen-i to have significant security or business value to the general wrAPP customer base.

   3. The Support provided under this clause is limited to 365 days from the date of purchase of the applicable wrAPP Package.

7. System Requirements

   1. The use of any Third Party Software included in a wrAPP Package is subject to the Customer’s Environment meeting the minimum specifications stated by the manufacturer of the Third Party Software. The Customer is solely responsible for assessing the suitability or otherwise of all Third Party Software deployed into the Customer’s Environment.

8. Fees

   1. All prices displayed on the wrAPP Portal are the then current prices available to the Customer to purchase the specific wrAPP Package (“Fees”).

   2. The Customer agrees to pay for all wrAPP Packages at the time of placing an order through the wrAPP Portal. The Customer consents to Gen-i debiting the Customer’s credit card for any wrAPP Packages purchased. The Customer is responsible for the timely payment of all Fees and for providing Gen-i with a valid credit card for payment of all Fees. The Customer will not attempt to stop or reverse any Fees paid by the Customer for the wrAPP Package.

   3. Payment entitles the Customer to download one instance of the selected wrAPP Package only.

   4. In addition to the Fees, the Customer shall pay all applicable charges including GST, taxes and duties as stated in the invoice.

9. Delivery

   1. Delivery shall occur upon the Customer confirming their order. wrAPP Packages cannot be replaced if lost for any reason.

   2. Where for any reason Customer’s download is interrupted the Customer may resume download by accessing the link again.

   3. In order to download wrAPP Packages the Customer must ensure its browser settings allow pop ups and cookies by the wrAPP Portal. Failure to allow pop ups and cookies will prevent download of the wrAPP Package.

   4. Once delivered no refunds will be given.

10. Customer Obligations

    1. The Customer is responsible for:

       1. deployment of the wrAPP Package within the Customer’s Environment;

       2. the suitability of the wrAPP Package chosen, reading all associated documentation, undertaking all reasonable compatibility checks and fully understanding the limitations of the wrAPP service;

       3. complying with any licence terms and any end user non compliance with any End User Licence terms;

       4. complying with laws applicable to Customer’s use of the wrAPP Service;

       5. the security of the Customer’s Environment;

       6. backup of any existing data or applications before deployment of the wrAPP Package within the Customer’s Environment;

       7. removing any previous versions of the software / package if required before deployment of the wrAPP Package within the Customer’s Environment.

11. Licence

    1. Gen-i grants to the customer a non-exclusive, non transferrable licence to use the wrAPP Software for the sole purpose of deploying the wrAPP Package within the Customer’s Environment.

    2. The Customer is not authorised to reverse engineer, decompile, disassemble any of the wrAPP Software and agrees not to remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any wrAPP Software.

    3. All Intellectual Property in the wrAPP Software and wrAPP Services are owned by Gen-i and the Customer obtains no rights in the wrAPP Software or wrAPP Service other than those granted under this limited licence.

12. Third Party Software

    1. All wrAPP Packages contain Third Party Software. In addition Gen-i may provide links to Third Party websites for licensing purposes. The Customer acknowledges that Gen-i is not responsible for the content or accuracy of any Third Party Software or web sites. Gen-i does not warrant or endorse and does not assume and will not have any liability or responsibility for any Third Party Software or web sites.

    2. By downloading the wrAPP Package the Customer agrees to all End User Licence terms and conditions required for use of any Third Party Software. All intellectual property rights in software remain with the licensor of the software at all times.

    3. Gen-i makes no representations or warranties regarding any Third Party Software and that software is provided “as is”.

    4. Customer may not reverse engineer, decompile, or disassemble any Third Party Software, except and only to the extent that such activity is expressly permitted by the terms of any licence that governs the use of the software.

13. Gen-i Warranties

    1. Gen-i warrants that it will provide the wrAPP Service with reasonable care and skill and substantially in accordance with this Agreement. Gen-i does not make any other promises or warranties about the service.

    2. Notwithstanding anything else in this Agreement Gen-i does not warrant or represent that the wrAPP Service will be uninterrupted or error-free or the availability and/or response and completion times for the delivery of the wrAPP Service.

    3. Gen-i does not represent or guarantee that the wrAPP Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion and Gen-i disclaims any liability in this regard.

    4. To the extent permitted by applicable law, Gen-i disclaims any and all warranties not expressly stated in the Agreement including any implied statutory warranties including those of merchantability or fitness for a particular purpose.

14. Customer Warranty

    1. The Customer warrants that its use of the wrAPP Service or any Third Party Software whether in isolation or in combination with any hardware or software within the Customer’s Environment will not infringe any Third Party intellectual property rights.

15. Unauthorised use of service

    1. Customer shall be responsible for any unauthorised use of the wrAPP Service by any person, and shall pay all fees incurred for its account by any such person using the Services.

    2. The Customer is not authorised to resell the wrAPP Service or any Third Party Software contained in a wrAPP Package. The Customer will not pass the wrAPP package or related files on to other companies or environments.

    3. The Customer will not use the wrAPP Service in an unlawful manner, in contravention of any legislation, laws, license or third party rights or in contravention of any reasonable instructions Gen-i may give from time to time.

16. Indemnity

    1. By using the wrAPP Service the Customer agrees to indemnify and hold Gen-i harmless with respect to any claims arising out of the Customer’s breach of this Agreement or your use of the wrAPP Service. This indemnity shall extend to any action or claim taken against Gen-i by any third party in connection with the Customer’s use of any Third Party Software or the wrAPP Service.

17. Liability

    1. Notwithstanding any other provision in this Agreement Gen-i’s liability to the Customer is limited to direct loss or damage which arise directly out of any breach of Gen-i’s obligations under this Agreement. The remedies available to the Customer for any breach by Gen-i of this Agreement shall be limited to the resupply of the affect services to the Customer except to the extent that any statute prohibits limitation of statutory remedies.

    2. To the maximum extent permitted by law Gen-i’s maximum liability under this Agreement shall not exceed the Fees paid by the Customer to Gen-i for the specific wrAPP Package.

    3. Direct loss or damage will not include:

       1. any loss of profit, loss of data, loss of revenue, loss of use, loss of contract, or loss of goodwill of any person;

       2. any indirect, consequential or special loss; or

       3. any loss resulting from liability to any third person.;

       4. any failure of, defects in, or damage caused by any Third Party Software.

    4. Except as provided in this clause, Gen-i’s liability to the Customer, whether in tort (including negligence), contract, breach of statutory duty, equity or otherwise arising from the relationship between the Customer and Gen-i is excluded to the fullest extent permitted by law.

18. Termination

    1. Gen-i reserves the right to modify, suspend or discontinue the wrAPP Service (or any part of it) at any time with or without notice to the Customer. The exercise of this right will not affect any order placed by the Customer through the wrAPP Portal prior to Gen-i taking action under this clause. Gen-i will not be liable to the Customer or to any third party should it exercise such rights.

    2. Gen-i may immediately terminate any order for a wrAPP Package or terminate the Customer’s access to the wrAPP Portal if the Customer fails to comply with any of its obligations under this Agreement.

19. Confidentiality

    1. This Agreement and any information of a confidential or proprietary nature made available by a party to the other party pursuant to this Agreement, or which has come to a party’s knowledge, is confidential information and each party agrees to keep the confidential information provided to it strictly confidential at all times, except to the extent that the confidential information is generally known to the public (other than due to a breach of this clause).

    2. Each party must ensure that the people it is responsible for keep the confidential information strictly confidential on the same terms.

    3. Both parties acknowledge that their obligations of confidentiality under this Agreement are in addition to the duties of confidentiality, which the law imposes.

20. Dispute Resolution

    1. Neither party will commence any court or arbitration proceedings relating to a question, difference or dispute relating to this Agreement (Dispute) unless the party has first complied with this clause.

    2. Where any Dispute arises, the representatives of the parties will meet and negotiate in good faith in an attempt to resolve the Dispute amicably by good faith discussion.

    3. Where the representatives of the parties do not resolve the Dispute within 3 Working Days of initiating negotiations, the senior executives of each party will meet to try to settle the Dispute. If they are unable to settle the Dispute within 3 Working Days of first meeting, the parties agree to mediate any Dispute in terms of that State’s standard Mediation Agreement. The mediation will be conducted by a mediator and at a fee agreed by the parties.

    4. If the parties fail to settle the Dispute by mediation within 5 Working Days of the matter being referred to mediation, then either party may initiate arbitration (but not litigation) in accordance with the relevant arbitration statute to resolve the Dispute.

    5. Nothing in this clause will preclude either party from taking immediate steps to seek urgent injunctive or equitable relief before an appropriate court.

21. Publicity

    1. Neither party will make public any matter relating to or arising from this Agreement without the prior written consent of the other party. The parties agree that the Customer will act as a reference site to reasonably assist Gen-i to promote its ability to provide the wrAPP or related services.

22. Change to Terms and Conditions

    1. Gen-i reserves the right to change the terms and conditions of the wrAPP Service at any time. Revised terms and conditions will be made available via the Gen-i wrAPP Portal. Changes will take effect from the time the changes are updated online. Other than making the revised terms and conditions available online Gen-i shall be under no obligation to notify the Customer of any changes. The Customer is responsible for regularly checking the terms and conditions of the wrAPP Service before placing orders for wrAPP Packages.

    2. Any change to terms and conditions under this clause will not affect any order for a wrAPP Package made prior to any changes being made.

23. General

    1. Gen-i’s relationship to the Customer is that of an independent contractor. Nothing in this Agreement constitutes a partnership, joint venture or relationship of employer and employee between the parties. Neither party has the power or authority to incur any obligation of any nature of behalf of the other party.

    2. Notwithstanding any other provision of this Agreement, non-performance by either party of any of its obligations (other than to pay money) under this Agreement will be excused, without liability, by an event or circumstance beyond the reasonable control of that party (Force Majeure). The party claiming the benefit of this clause must promptly give written notice to the other party. If a Force Majeure event continues for more than 30 days, either party may terminate this Agreement.

    3. Any failure or delay by either party in exercising any right or remedy will not constitute a waiver of such right or remedy.

    4. This Agreement will constitute the entire agreement between the parties for the provision of the wrAPP Services and supersedes all prior written and oral proposals, agreements and communications between the parties.

    5. The Customer shall not be entitled to vary this Agreement.

    6. If any provision of this Agreement is declared invalid, the remaining provisions of this Agreement will continue to apply

    7. Neither party may assign any or all of its rights under this Agreement without the other party’s prior written consent, other than as set out herein. A change of control in a party is deemed an assignment for the purposes of this clause.

    8. Gen-i may subcontract the performance of any of its obligations under this Agreement, and will be responsible to the Customer for their performance.

    9. The Customer confirms that the wrAPP Services it acquires from Gen-i are for the purposes of a business and, accordingly, consumer guarantees law does not apply.

    10. Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and delivered by hand, by prepaid mail, by email or by facsimile to the addresses set out in this Agreement and will be deemed to have been received at the time when actually delivered if delivered by hand, or upon receipt of confirmation of delivery if sent by email, or upon confirmation of successful transmission if sent by facsimile, or 3 days after posting if sent by mail.

    11. This Agreement is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

24. Definitions

    1. “Customer Environment” means the Customer’s hardware infrastructure and network and all software running on that infrastructure including operating systems and applications but excludes any third party infrastructure.

       “End User Licence Terms” means the licence terms accompanying all Third Party Software provided as part of the wrAPP Package.

       “Third Party Software” means all software created or owned by parties other than Gen-i.

       “wrAPP Package” means the auto loading zip file package provided to the Customer for deployment within the Customer Environment and includes the wrAPP Software and Third Party Software contained in that package.

       “wrAPP Portal” means the website accessed by the Customer to place an order.

       “wrAPP Service” means the deployment service to be provided by Gen-i and includes the wrAPP Package.

       “wrAPP Software” means the software developed by Gen-i that allows auto-deployment of Third Party Software within the Customer’s Environment and includes the installation binaries, configuration and documented installation instructions on how to install the wrAPP Package.