Dotomize Limited Terms and Conditions of Business
Last updated: April 24, 2024
Dotomize Limited (Dotomize) operates internationally. These Trading Terms and Conditions are designed to be generic and should be read in conjunction with the relevant country version and jurisdictional laws and regulations. They form the reasonable trading arrangements that should outline the expectations of the parties upon entering into a services contract.
- Preliminary
These Dotomize Terms shall apply to the supply or potential supply of any product, service and/or maintenance service by any of the companies within the Dotomize Limited to any person, firm or company (“Client”). - Quotations
2.1. Quotations by Dotomize are based upon the statement of requirements given to Dotomize by the Client and are current for a period 30 days after which they are subject to confirmation or revision by Dotomize. Quotations may only be accepted by the Client’s submission of a written purchase order. Prior to Dotomize’s receipt of a written purchase order, a quotation is subject to change and/or withdrawal by Dotomize at any time. In the event a Purchase Order cannot be supplied, the Client is required to submit a signed copy of the quote by an authorized representative.
2.2. All verbal quotations are subject to written confirmation by Dotomize prior to acceptance of an order.
- Accepted Agreement
3.1. Dotomize will be under no liability to supply any product, service and/or maintenance service, until such time as there is an Accepted Agreement.
3.2. Any Accepted Agreement will detail the Dotomize Deliverable and be subject to these Dotomize Trading Terms which are the only basis upon which Dotomize does business. These Dotomize Trading Terms shall prevail notwithstanding any printed or other conditions contained or referred to in any purchase order or other document prepared by or on behalf of the Client.
3.3. No other agreement, representation, promise, undertaking or understanding of any kind, unless expressly confirmed in writing by Dotomize, shall add to, vary or waive any of these Dotomize Trading Terms.
- Variations
An Accepted Agreement may only be canceled or varied with Dotomize consent in writing and which shall not in any way prejudice Dotomize right to recover from the Client full compensation for any loss or expense arising from such cancellation or variations. - Prices
5.1. Unless otherwise and specifically stated, prices quoted are in the relevant local currency and include delivery but exclude:
(a) Sales Tax, Customs Duty and any other Government charges or imposts
(b) Insurance
(c) Installation and commissioning
(d) Any National, Provincial or State Taxes, any Value Added Tax (VAT) or Goods and Services Tax (GST).
5.2. The Client agrees to pay and is liable for any tax, levy, impost, deduction, withholding or duty payable by or assessed against Dotomize as a result of or in connection with the supply of a Dotomize Deliverable to the client. The Client further agrees that where any VAT/GST is imposed it shall pay that VAT/GST in accordance with clause 19.
5.3. Prices quoted are based upon the quantities referred to in the quotation. Should there be any variation in the quantities ordered from that quoted, Dotomize reserves the right to amend the prices quoted. In all other aspects, the Contract shall remain in full effect.
- Invoicing & Payment
6.1. Dotomize shall invoice the Client on the Invoice Date, and the Client shall pay the invoiced amounts by the Due Date, without set off, claim or deduction.
6.2. Service and Engineers Time for work completed shall be invoiced on the first business day of each month unless otherwise agreed by both parties in writing.
6.3. Dotomize reserves the right to close any open service ticket and consider it as work completed if we believe that we have fulfilled the Client requests and informed the Client, but received no response or confirmation from the Client for more than a week. The closed tickets are subject to be invoiced as normal.
6.4. Monthly Managed Services must be paid one month in advance. The invoice shall be issued and sent to the Client on the first business day of the month for the billing period of the following month.
6.5. Dotomize reserves the right to refuse to deliver the service under the monthly managed services agreement if the Client fails to make the payment on time.
6.6. Payment for Goods and Services must be made in full within 14 calendar days from the invoice date unless otherwise agreed upon by both parties in writing.
6.7. Payment must be made in cash unless specifically agreed otherwise by Dotomize in writing. Payment of any invoice, which relates to part of the total value of an Accepted Agreement, shall be deemed an installment and not a deposit. Minor defects or shortages in delivery shall not entitle the Client to delay the payment of any invoice.
6.8. If requested, the Client is required to pay a deposit of 30% of the invoice for any order valued more than US$10,000 before the commencement of the Goods and Services delivery.
6.9. If the Client defaults in paying any invoice or otherwise defaults under these conditions or if a Reconstruction Event occurs, Dotomize shall have the right to do any or all of the following:
(a) withhold/suspend further deliveries of any Dotomize Deliverable to the Client;
(b) Immediately terminate the Accepted Agreement;
(c) Retain any payments already made, sufficient to recover any and all costs incurred by Dotomize;
(d) Charge interest calculated daily from the Due Date to the actual date of payment on any amounts owing at the rate equal to 5.00% per annum higher than the rate from time to time fixed by the local jurisdiction. The Client agrees to pay any such interest within 14 days of the date of invoice or written demand.
6.10. The rights set out in clause 6.3 shall be in addition to any other Dotomize rights, including any rights under these Dotomize Trading Terms and any right of action or remedy on Dotomize’s part for the recovery of any sums of money due or for any breach by the Client.
6.11. Dotomize agreement to accept payment of invoices other than cash or to extend credit to the Client shall be at Dotomize absolute discretion.
6.12. Without limiting the generality of clause 6.5, letters of credit will only be accepted by prior arrangement with Dotomize and must be:
(a) in favor of Dotomize;
(b) consistent with the provisions of these conditions;
(c) in sufficient amounts and for the period necessary to meet payment obligations under these conditions; and
(d) Irrevocable or confirmed by a bank in the relevant operational country that is acceptable to Dotomize.
6.13. All costs including bank charges associated with any letter of credit shall be to the account of the Client.
6.14. If the Client solicits a Dotomize employee to work or contract for them within one year of the Dotomize employee providing any services to the Client, the Client agrees to pay Dotomize a fee equivalent to one year of the employee’s Dotomize base salary.
8.3 The undertaking given in this Clause shall not apply if the Product if:
a) It has been altered by any party other than the Company; or
b) it has been operated or run on any platform or in any environment inappropriate for
the Product; or
c) the Customer makes any further use of such Product after giving a notice in
accordance with clause 8.1; or
d) the defect arises because the Customer failed to follow the Supplier’s oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the
Product or (if there are none) good trade practice; or
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions.
- Warranty
7.1. In respect of Product which is directly produced by the Company or Services provided directly by the Company, the only warranty given by the Company to the Customer is that the Company shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects identified on any relevant Acceptance Certificate or which develops during a period of 10 days after delivery of the Product or performance of the Services.
7.2. The Company does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written agreement to the contrary. Dotomize’s obligations under this warranty in relation to a Dotomize Deliverable shall be limited, at Dotomize option, to:
(a) In the case of Product(s), any one of the following:
i. replacement of Product(s) or the supply of equivalent Product(s);
ii. repair of the Product(s);
iii. payment of the cost of replacing the Product(s) or of acquiring equivalent Product(s);
iv. Payment of the cost of having the Product(s) repaired.
(b) In the case of Service(s), any of the following:
i. supplying of the Service(s) again; or
ii. Payment of the cost of having the Service(s) supplied again.
7.3. Freight on warranty claims is at the clients cost.
7.4. Where Dotomize responds to a complaint that is not covered by the above warranty, it reserves the right to charge the Client at its normal rates for travel, subsistence, labor, and materials in carrying out any inspection and rectification.
- Limitation of Liability
8.1. Subject only to its liability under warranties or conditions implied by the relevant Federal Trade Practices Acts or by applicable State Fair/Deceptive Trading Acts and Territorial Ordinances, Dotomize shall have no liability for any indirect or consequential loss or damage howsoever arising.
8.2. Dotomize cumulative liability for all claims (whether direct or Indirect) shall not exceed the price paid to Dotomize by the Client for the supply of the relevant Dotomize Deliverable in the twelve months preceding the event.
- Indemnity
9.1. The Client indemnifies Dotomize for any loss, claim, liability or damage caused by or arising from, whether directly or indirectly: the supply by Dotomize of the Dotomize Deliverable except where such loss, claim, liability or damage is caused directly from a negligent act or omission of Dotomize or an employee of Dotomize; and the termination of an Accepted Agreement.
9.2. This indemnification shall survive termination of an Accepted Agreement.
- Intellectual Property Rights
Unless otherwise provided, any supply of a Dotomize Deliverable shall not transfer any intellectual property rights. All design details, specifications, software, technical handbooks, drawings or other data, and all intellectual property contained therein, supplied to the Client whether with or without charge is not transferred to the Client and Dotomize retains the right to have all such data promptly returned upon request. All information contained in such data is copyright and shall be kept confidential by the Client except to the extent that the information is in the public domain. - Site Preparation
11.1. Where Dotomize is to supply any Dotomize Deliverable to a Client site, the Client shall be responsible for ensuring that the proposed site is suitable and in accordance with any requirements which Dotomize has notified to the Client before the installation and/or supply is due to commence.
11.2. If Dotomize agrees to delay installation at the request of the Client, the Client shall be liable to pay to Dotomize a daily fee of 10% of the value of the Dotomize Deliverable to be supplied.
11.3. The Client agrees to indemnify Dotomize for any additional expenses it may incur as a result of the site not being prepared in accordance with Dotomize requirements.
11.4. Unless otherwise agreed, if the Client requests that installation and/or supply takes place outside of normal business hours, then Dotomize shall be entitled to charge the Client for any additional labor expenses it incurs as a result.
- Installation
12.1. Where Dotomize is undertaking an installation, Dotomize shall upon completion notify the Client that the installation is complete by submitting to the Client a Dotomize Client Acceptance Certificate. Within three (3) business days after such notification, the Client shall either accept that the installation is complete by signing and returning the Client Acceptance Certificate or notify Dotomize in writing of those particulars in which the Installation is not complete. Use of any installed Product or failure to either accept or provide notice as set out above shall constitute acceptance of the installation.
12.2. Dotomize shall, at its sole and absolute discretion, take whatever action it deems appropriate after receiving notice of non-conformance to ensure conformance with the Accepted Agreement.
- Confidentiality
Except as required by law or pursuant to prior written consent, each party agrees to keep confidential and not disclose any information or document of the other party that a reasonable person would consider to be confidential information or which the other party designates as confidential information. Each party will take all reasonable steps to ensure its employees, contractors, agents and advisers comply with this clause. This clause shall survive termination of an Accepted Agreement. - Assignment
The Client may not assign any benefit of or obligation or liability under an Accepted Agreement without the prior written consent of Dotomize. - Force Majeure
15.1. The Client acknowledges that Dotomize shall not be liable in any way whatsoever for any delay or failure to perform in the event that the manufacture, supply or delivery of any Dotomize Deliverable is prevented by any act or circumstance beyond Dotomize’s reasonable control including but not limited to an Act of God, legislation, war, riot, fire, drought, flood, explosion, earthquake, other natural disaster, accident, sabotage, failure to obtain power supply or disturbances in supply, raw materials, labor, containers, transportation, lockout, strike, labor trouble or other action taken by employees in contemplation of furtherance of a trade dispute.
15.2. The obligations of Dotomize so far as they are affected by such occurrence, shall be suspended during the continuance of any inability so caused, and such inability shall not be a breach of an Accepted Agreement.
- Waiver and Severance
16.1. Any indulgence granted by Dotomize to the Client and any failure by Dotomize to insist upon strict performance of these Dotomize Trading Terms shall not be deemed a waiver of any of Dotomize rights or remedies nor be deemed a waiver of any subsequent default by the Client.
16.2. The invalidity, in whole or in part, of any clause in these Dotomize Trading Terms shall not affect the validity of the remainder of such clauses of these Dotomize Trading Terms.
- Sub-Contracting
Dotomize may, at its discretion and without notification to the Client, sub-contract the manufacture and/or supply of the whole or any part of the Dotomize Deliverable. - Resolution of Disputes
18.1. Notification
A party claiming that a Dispute has arisen out of the Agreement must notify the other party in writing (Dispute Notice).
18.2. Dispute resolution
The parties must ensure that their Representatives each use their best efforts to resolve the Dispute.
18.3. Dispute escalation
Either party may escalate the Dispute as follows:
(a) If the Representatives have not been able to resolve the Dispute within 7 days after the issue of the Dispute Notice, either party may escalate the Dispute to the Chief Executive Officer of the parties (or their nominees); and
(b) If the parties cannot resolve the Dispute in accordance with clause 18.2 (Dispute Resolution) within a further 14 days, either party may refer the dispute to mediation by the relevant Commercial Disputes Centre (CDC) for resolution in accordance with the relevant Guidelines for Commercial Mediation of that jurisdiction.
18.4. Costs
Each party must bear its own costs of resolving a Dispute under this clause 18 and the parties to the Dispute must bear equally the costs of any appointed person and independent premises used for resolving or attempting to resolve the Dispute.
18.5. No arbitration or court proceedings
A party must not start arbitration or court proceedings (except interlocutory relief) in respect of a Dispute unless it has complied with this clause 18.
- Claims by related companies
(a) Client: Dotomize performs all of its obligations under the Master Service Agreement for the benefit of the Client;
(i) May make any claim or commence any action or proceedings against Dotomize in relation to the Master Service Agreement,
(ii) May enforce rights, recover damages and pursue other remedies on behalf of the Client, and,
(iii) Must ensure that none of its Related Bodies Corporate or entities makes a claim of that nature or commences any action or proceedings of that nature.
(b) Dotomize: The Service Provider:
(i) Is only the person that may make any claim or commence any action or proceedings against the Client under or in relation to the Master Service Agreement;
(ii) May enforce rights, recover damages and pursue other remedies on behalf of its Related Bodies Corporate; and
(iii) Must ensure that none of its Related Bodies Corporate makes a claim of that nature or commences an action or proceedings of that nature.
(c) Reciprocal Indemnity: Each of the Client and Dotomize (first party) indemnifies the other party against any liability incurred by the other party arising from any claim, action or proceedings in connection with a Master Service Agreement made or brought against the other party by a Related Body Corporate of the first party in contravention of clause 19(b) and (c) to the extent that the liability would not have been incurred if the claim, action or proceedings had been made or brought in accordance with clause 19(b) and (c).
- Termination
In addition to any other rights contained in these terms, Dotomize shall be entitled to terminate an Accepted Agreement immediately by written notice to the Client, without incurring liability to the Client and without prejudice to Dotomize rights which may have accrued up to the date of termination, if:
(a) The Client materially breaches an Accepted Agreement and fails to rectify such breach within 7 days of written notice;
(b) A Reconstruction Event occurs;
(c) The Client ceases, or indicates that it is about to cease, to carry on business;
(d) Anything happens that reasonably indicates that there is a significant risk that the Client is or will become unable to pay its debts as and when they fall due;
(e) Beneficial ownership of the assets or shares of the Client changes;
(f) The Dotomize Deliverable ceases to be manufactured, distributed, supplied or supported by the manufacturer, distributor, reseller or other person that Dotomize received such Dotomize Deliverable from (including replacement parts and technical assistance) or that Dotomize relies upon or requires so as to supply the Dotomize Deliverable to the Client; and
(g) Dotomize ceasing to carrying on the business of supplying the Dotomize Deliverable including selling, distributing or supporting the Dotomize Deliverable.
(h) If an Accepted Agreement is terminated for any reason, Dotomize may enter the Client’s premises and repossess any tools, materials, spare parts or equipment or any other property belonging to Dotomize in the possession of the Client.
- VAT/GST
21.1. A party must pay VAT/GST on a Taxable Supply made to it under these Dotomize Trading Terms, in addition to any consideration (excluding VAT/GST) that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply.
21.2. A party making a Taxable Supply to another party under an Accepted Agreement must issue a tax invoice to the other party, setting out the amount of the VAT/GST payable by that other party. The party must do so at the time the other party is required to pay the consideration for the Taxable Supply.
21.3. If a party is required under these Dotomize Trading Terms to indemnify another party, or to make a reimbursement or contribution to another party, and that other party can obtain a Tax Credit on an acquisition associated with that indemnity, reimbursement or contribution, the amount the party is required to pay is:
(a) reduced by the amount of that Tax Credit; but
(b) Increased by any VAT/GST payable by that other party in respect of the indemnity, reimbursement or contribution.
(c) However, the amount of an indemnity, reimbursement or contribution is not reduced by the amount of Tax Credit if that credit has already been taken into account in calculating the amount of the indemnity, reimbursement or contribution.
21.4. The supplier of a Taxable Supply warrants that it is registered or will be registered for the relevant National and/or State Business Registry and for VAT/GST purposes at each time a taxable supply is made. The supplier must continually indemnify the other party for any loss it suffers as a result of the supplier not being registered for the relevant National or State Business Registry for VAT/GST purposes. On request by the other party, the supplier must produce evidence that it is registered.
21.5. If an Adjustment Event results in the VAT/GST on a taxable supply being different from the VAT/GST recovered by the supplier, the supplier:
(a) must refund to the other party any excess; and
(b) May recover from the other party any shortfall.21.6. The recovery of any money from the other party is conditional on an Adjustment Note being given first.
21.7. For the purposes of this clause, the words Adjustment Event, Adjustment Note, Input Tax Credit, Taxable Supply means what it means under each of the relevant jurisdictional taxation systems, Acts and regulations.
- Publicity
The Client agrees that Dotomize may use or refer to the Client as a client of Dotomize, and that Dotomize may use or refer to the Client’s name as a client of Dotomize in Dotomize advertising or publication materials. Dotomize will not disclose any of the commercial terms of this Accepted Agreement or any Confidential Information of the Client in its material. - Notices
23.1. Notices under these Dotomize Trading Terms may be delivered by hand, by registered mail, or by facsimile to the registered address of the party.
23.2. Any notice or communication is to be treated as given at the following time:
If it is delivered, when it is left at the relevant address;
If it is sent by registered mail, 2 (or, in the case of a notice or communication posted to another country, 9) business days after it is posted;
If it is sent by fax, as soon as the sender receives from the sender’s fax machine a report of an error-free transmission to the correct fax number.
However, if any notice or communication is given on a day that is not a business day or after 5 pm on a business day in the place of the party to whom it is sent, it is to be treated as having been given at the beginning of the next business day.
- Survival
Any provisions of these Dotomize Trading Terms which are by nature capable of surviving termination shall do so. - Construction of Contract
An Accepted Agreement (which includes these Dotomize Trading Terms), constitutes the entire agreement between Dotomize and the Client regarding Dotomize’s supply of the Dotomize Deliverable and supersedes and takes precedent over all prior agreements, understandings, and negotiations. - Governing Law
An Accepted Agreement (which includes these Dotomize Trading Terms) is governed by and must be interpreted in accordance with the laws of the jurisdictional entity of Dotomize. The Client unconditionally submits to the non-exclusive jurisdiction of the courts in that regional jurisdiction. For the avoidance of doubt in Australia it will be Victoria, in the USA it will be Texas, in the UK it will be HM Commercial Court of England. - Severability
If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from the Accepted Agreement, but the rest of this document is not affected. - Non-Solicitation
During the term of any Accepted Agreement and for the following six months, the Client will not, directly or indirectly, hire, engage or solicit to hire or engage any person who was a Dotomize employee during any part of that period, or otherwise induce or attempt to induce any Dotomize employee to terminate their employment. If the Client breaches this condition, the Client agrees to immediately pay Dotomize a recruitment fee equal to the Dotomize employee’s annual salary.
Product (Additional)
P1. Packaging
All Products will be supplied in packaging to Dotomize standard specifications. Any other packaging requested by the Client will be charged in addition to the price quoted.
P2. Delivery
P2.1. Dates of delivery quoted are approximate only, are not of the essence of the contract and a failure to comply with such dates shall not constitute a breach of contract. If any delivery date is specified, Dotomize shall not be liable for failure to meet such date resulting from any cause referred to in clause 15.
P2.2. If delivery of the whole or part of any order is delayed through the fault of the Client or at the Clients request, Dotomize may invoice the Client for the total order or part thereof at such time as Dotomize has either effected or is prepared to effect delivery of the order or part thereof.
P2.3. If by reason of the Clients default or instructions or lack of instruction, Dotomize is unable to dispatch the Products within fourteen (14) days after they are ready for dispatch, the same will be held by Dotomize at the Clients risk and the Client will be liable for Dotomize standard storage charges.
P2.4. Where the Products are to be delivered by installments and the Client either fails to accept any delivery when due or defaults in making any payment due, then Dotomize may cancel any or all subsequent deliveries and the Client shall compensate Dotomize in full for any loss or expense arising from such cancellation.
P3. Passing of Risk
The risk in the Product passes to the Client upon delivery to the Client’s nominated delivery address.
P4. Passing of Title
P4.1. Title to and property in the Products (excluding Software which is subject to clause P7) shall only pass to the Client upon Dotomize receipt of all monies payable by the Client.
P4.2. The Client shall be entitled to sell the Products and pass the property in the same to third parties in the normal course of business until either the Client fails to pay for any Product by the Due Date or the occurrence of a Reconstruction Event, but the proceeds of resale and/or the claim to such proceeds will be held in trust for Dotomize until such time as all sums owing to Dotomize in respect of the sale of such Products have been paid. Until such sums have been paid, the Client shall, subject to the terms of this clause, retain the Products in a fiduciary capacity only.
P4.3. Dotomize shall be entitled at any time, whilst any monies in respect of the Products are outstanding, to notify the Client of its intention to take possession of them.
P4.4. On receipt of notice from Dotomize in accordance with clause P4.3 above or if the Client fails to pay for any Product by the Due Date or the occurrence of a Reconstruction Event, the Client’s authority to sell the Products shall be withdrawn and all proceeds of sale received by the Client from sales made prior to the withdrawal of authority shall be paid by the Client into a Bank account separate from all other of its monies and held in such account for Dotomize. Further, all Products shall be immediately re-delivered to Dotomize and by its servants or agents Dotomize shall have the right during normal business hours to enter upon any land, vessels or buildings to take re-possession of the Products.
P5. Second Hand Sales
Any warranty, representation, promise or undertaking does not apply to the sale of second hand products which are sold as seen, unless otherwise and specifically stated.
P6. Patents
Dotomize warrants to the best of its knowledge that the Products, except when made to a design or drawing provided by the Client, do not infringe any patent held by any third party in the relevant jurisdiction and agrees to indemnify the Client in this respect by refunding any cost and/or damages awarded against the same by final judgment of any Court or competent jurisdiction, provided that the Products shall have been used by the Client in accordance with the Products normal operating procedures and all instructions and directions of Dotomize from time to time, that the Products have not been altered or modified in any way, that Dotomize has been informed forthwith in writing upon the institution of threat of the legal proceedings in question or of any indication that an infringement is being alleged or may have taken place, that the Client shall have supplied all information requested, that the Client has given Dotomize the option of dealing with the matter, including defending and settling any claim that may be made, that the Client gives Dotomize all reasonable assistance in connection with dealing with the matter and defending any claim, and that the Client shall have refrained from any admission or any action by which the extent of liability might have been enhanced. Without limiting the generality of the foregoing, the indemnity given by this clause shall not extend to any Indirect Losses as described in clause 8.
P7. Software License
P7.1. In this clause the expression “Software” shall mean computer programs and routines contained on magnetic tape, disk, a semiconductor device or other memory device or system consisting of;
(a) Hard wired logic instructions which manipulate data in the central processor and control input-output operations and error diagnostic and recovery routines;
(b) Instruction sequences in machine-readable code that control call processing, peripheral equipment, administration and maintenance functions; and
(c) All documentation used to describe, maintain and use such programs and routines.
P7.2. Upon payment in full for the Products, Dotomize shall grant to the Client a non-transferable, non-exclusive, paid-up license to use any Software included in or accompanying the Products. The Client acknowledges that it acquires no right, title or interest in or to the Software or any intellectual property rights contained therein.
P7.3. The Client shall limit the use of the Software to its own internal business purposes, for installation, operation and maintenance of the system purchased pursuant to an Accepted Agreement. The Client shall not use the Software for any other purpose nor allow anyone else to use the Software.
P7.4. The rights granted to the Client by this license are not transferable unless otherwise and specifically agreed to in writing by Dotomize.
P7.5. The Client shall hold the software in confidence for Dotomize using no less a degree of care than it uses to protect its own valuable and confidential information. The Client shall not at any time modify, reproduce, enhance, adapt or translate the Software except for the purpose of amending the Clients database.
P7.6. The Client shall not make copies of the Software provided however the Client shall be entitled to make one copy solely for archival purposes. The copy for archival purposes belongs to Dotomize and is subject to this license as if it were the licensed copy of the Software.
P7.7. The Client shall not attempt to reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Software (or any part of the Software) in order to derive the source code or for any other reason nor directly or indirectly allow anyone else to do so.
P7.8. This license may be terminated by Dotomize in the event of any breach of the terms of the license by the Client. Unless so terminated, the license shall continue until the discontinuance of the system or the Software, whichever comes first.
P8. Specifications
All specifications are approximate only and are subject to normal margins of tolerance. Dotomize reserves the right to vary specifications without notice in the light of changes in technical knowledge, production techniques, government or other regulation, consideration of safety or other reasonable cause.
P9. Data and Technical Information
The information contained in the advertising, sales and technical literature issued by Dotomize may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustration, performance details, examples of installations and methods of assembly and all other technical data in such literature are based upon experience and from trials under test conditions. Accordingly, the information contained in Dotomize publications is provided for general guidance only and forms no part of an Accepted Agreement unless expressly agreed in writing. Clients should obtain specific recommendations and advice from Dotomize regarding the uses, programming, defaults and attributes of Dotomize’s Products.
Definitions
Dotomize Trading Terms – shall mean these Terms and Conditions including any additional specific clauses that relate to Product, Services and Maintenance Services.
Dotomize Deliverable – Being any Product, Service and/or Maintenance service required to be supplied to a Client pursuant to an Accepted Agreement.
Accepted Purchase Order – shall mean where Dotomize has provided a quotation to supply product, service and/or maintenance service and a Client has submitted a written purchase order in response to that quotation.
Accepted Agreement – shall mean an Accepted Purchase Order or Separate Agreement Due Date – being the period of time from the Invoice Date, identified in an Accepted Agreement, by which payment is due.
Indirect Loss – includes special, indirect, exemplary or consequential loss, liability or damage, loss of profit or revenue, loss of or inability to use equipment, a failure to realize anticipated savings lost data, lost opportunity, downtime costs or loss of goodwill or business reputation, or any financial penalties imposed by Government or semi-government authority.
Invoice Date – being the relevant date identified in an Accepted Agreement identifying when an invoice for the supply or intended supply of a Dotomize Deliverable shall be issued.
Product – shall include any product, part, component, equipment, system or spare part to be supplied by Dotomize pursuant to an Accepted Agreement.
Reconstruction Event – shall mean one or more of the following events: any notice that an Administrator, Receiver or Manager is to be or has been appointed to the Client or that the Client becomes the subject of a winding up, liquidation, administration, insolvency or similar insolvency event, (where the Client is a corporate body) any notice that a petition or resolution to wind-up the Client is to be or has been presented (save for the purpose of a reconstruction or amalgamation) a decision by the Client that it intends to make an arrangement with its creditors; any act of bankruptcy by the Client
Service – shall include any service to be supplied by Dotomize pursuant to an Accepted Agreement.
Separate Agreement – shall mean when the Company and the Client enter into a written agreement for the supply of product, service and/or maintenance Service.