BPAY Customer Reference Number Creation Tool

End user licence agreement (EULA)

 

 

This Agreement, between you and BPAY Pty Ltd (ABN 69 079 137 518) ("BPAY") as licensor, governs your use of the Customer Reference Number Creation Tool software which this Agreement accompanied and the accompanying user documentation ("Software").

 

READ THE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT ("EULA") CAREFULLY BEFORE LOADING OR USING THE SOFTWARE.  THE SOFTWARE, INCLUDING ALL INTEGRATED FEATURES, MODULES AND APPLICATIONS, IS COPYRIGHTED, AND IS LICENCED (NOT SOLD).  BY CLICKING "ACCEPT" WHEN INSTALLING THIS PROGRAM, OPENING THE PACKAGE CONTAINING THE LICENCED MATERIALS, OR OTHERWISE INSTALLING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENCE AGREEMENT.  IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THE LICENCE AGREEMENT, YOU SHOULD NOT OPEN OR INSTALL THE SOFTWARE. IF YOU HAVE ACQUIRED THIS PROGRAM FROM A THIRD PARTY, PROMPTLY RETURN THE PACKAGE IN UNOPENED FORM TO BPAY. YOU MUST ALSO REMOVE THE PROGRAM FROM YOUR COMPUTER.  THIS LICENCE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND BPAY AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. YOU AGREE THAT THIS LICENCE AGREENMENT SHALL ALSO APPLY TO ANY UPDATES OR UPGRADES OF THE SOFTWARE YOU ACQUIRE.

 

 

 


1               DEFINITIONS

"BPAY" means BPAY Pty Ltd ABN 69 079 137 518.

"BPAY Scheme", "Biller" and "CIP" have the same meaning as given to those terms in the Biller Agreement to which you are a party.

"Commencement Date" means the date on which you first load the Software to any computer and agree to be bound by the terms of this agreement.

"Intellectual Property Rights" means copyright, trademark, design, patent, semi-conductor or circuit lay-out rights, software, trade, business or company names, trade secrets, know-how, confidential information and all intellectual property defined by Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, and any right to register those rights whether created before or after the Commencement Date, and whether existing in Australia or otherwise and in all cases for the duration of those rights.

"Software" means the Customer Reference Number Creation Tool provided by BPAY to you including all updates, patches and new versions of that software and all materials (including technical documents, instruction manuals and user guides) provided to you in connection with that software.

2                ACKNOWLEDGEMENT

2.1            You acknowledge that:

(a)             you are a party to a Biller Agreement to allow your participation in the BPAY Scheme as a Biller (Biller Agreement)

(b)            to participate as a Biller you must comply with certain technical standards, including the use of a customer reference number that contains a "check digit";

(c)             the Software made available under this EULA may be used to automatically create customer reference numbers that include a check digit for use when acting as a Biller in BPAY; and

(d)            there are a wide variety of valid check digit generation routines that may be used in BPAY Payments, and a variety of commercial operators who may make available other software similar to the Software, and that may be used instead of the Software if you choose.

3                LICENCE

3.1            BPAY grants to you a non-exclusive non-transferable sub-licence to use the Software in its capacity as a Biller in the BPAY Scheme to create Customer Reference Numbers that include a check digit on the terms of this agreement.

3.2            BPAY permits consultants or sub-contractors, who have contracted with you to provide services to you, to use the Software but only for your benefit in accordance with this agreement.

3.3            You may make no more than two copies of the Software for back-up purposes provided that all back-up copies of the Software are kept in safekeeping and are otherwise subject to the provisions of this agreement and that any proprietary notice is reproduced in or on the copies.

3.4            You may use the Software in association with other software products but nothing in this clause 2.4 will derogate from the interest held by BPAY in the Software, or operate as an assignment of Intellectual Property Rights in the Software to you, and provided that you indemnify BPAY against any damage suffered by Member arising from such use.

4                COPYRIGHT

4.1            You acknowledge that all Intellectual Property Rights in the Software are owned and remain the property of BPAY.

5                TERM AND TERMINATION

5.1            This agreement takes effect on the Commencement Date and continues until you cease to be a Biller in the BPAY Scheme or BPAY terminates this agreement.

6                WARRANTY, LIMITATIONS AND INDEMNITY

6.1            BPAY warrants that it has the right and authority to enter into and to grant the sub-licence under this agreement.

6.2            You acknowledge that BPAY does not warrant that the Software is error free, correct, up to date or of suitable quality and accuracy for the purposes required by you.

6.3            YOU USE THE SOFTWARE AT YOUR OWN RISK.  BPAY ACCEPTS NO LIABILITY HOWEVER IT ARISES (INCLUDING WITHOUT LIMITATION FOR PROCESSING UNAUTHORISED OR ERRONEOUS TRANSACTIONS) FOR ANY LOSS, DAMAGE OR INJURY IN CONNECTION WITH THE SUPPLY OR USE OF THE SOFTWARE.

6.4            Nothing in this Agreement is intended to modify or exclude BPAY’s  liability for a breach of non‑excludable conditions or warranties implied into this Agreement by reason of any statutory enactment, including any state or territory law.  However, if BPAY breaches a condition or warranty implied under any law which cannot lawfully be modified or excluded by this agreement then, to the maximum extent permitted by law, BPAY liability is limited, at BPAY option, to (a) resupply of the Software, or (b) payment of the cost of having the Software supplied again.

7                SECURITY

7.1            You must maintain adequate security measures for the Software and any technical and user documentation and agree not to make copies in either digital or hard copy form other than for use by you as a Biller in the BPAY Scheme or for back-up purposes under clause 2.3.

7.2            You must promptly notify BPAY if you becomes aware of any disclosure or distribution of the Software in violation of the provisions of this agreement by any person, and must give BPAY all necessary assistance in connection with any proceedings instituted relating to that disclosure or distribution.

7.3            You must permit BPAY to verify the use of the Software by the Biller and inspect all applicable record or media at all reasonable times in the company of you or a nominated responsible officer.

8                CONFIDENTIALITY

8.1            You must keep confidential all information relating to the coding, operation and workings of the Software and may not disclose this information to any person except:

(a)             to employees, legal advisers, auditors and other consultants of the party or its related bodies corporate requiring the information for the purposes of this agreement; or

(b)            with the consent of BPAY; or

(c)             if the information is, at the date of this agreement, lawfully in the possession of the recipient and not as a result of a breach of confidence; or

(d)            if required by law.

8.2            If you disclose information under clause 7.1(a) or (b) you must use all reasonable endeavours to ensure that persons who receive confidential information from it do not disclose it except in the circumstances permitted by clause 7.1.

8.3            If you have received confidential information from BPAY under this agreement you must, on the request of BPAY, immediately deliver to BPAY all documents or other materials (including software) containing or referring to that information which are in your possession, power or control or in the possession, power or control of persons who have received such information from you under clause 7.1(a) or (b).

9                GENERAL TERMS

9.1            Governing Law

This Agreement is governed and construed in accordance with the law in force in the State of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of that state.

9.2            No waiver

The failure of any party to exercise or its delay in exercising any right, power or privilege available to it does not operate as a waiver of that right, power or privilege or preclude any other or further exercise that right, power or privilege or the exercise by that party of any other right, power or privilege in this agreement.

9.3            Assignment

No rights or obligations of you may be dealt with in any way by you (whether by assignment, sub-licence or otherwise) without BPAY’s prior written consent.  BPAY may freely deal with its rights and obligations under this agreement.

9.4            Survival

Clauses 5, 7 and indemnities given by you under this agreement survive termination of this agreement.