Terms & conditions

1. Services
During the Initial Term and the Support Term, Microsis Ltd shall provide the following
services in relation to the Software by telephone or email:

a) Error Correction.
Where the Software does not operate in accordance with the specifications published in
the Documentation, Microsis Ltd shall work to diagnose and rectify all reproducible
errors that materially affect the operation of the Software as follows:
i. The Licensee shall notify Microsis Ltd of any such errors by email, with a
written description of each claimed error and the conditions under which it
occurred, and the associated trace file(s) produced by the Software;
ii. Microsis Ltd shall work to correct all such errors that it can verify based on the
Licensee information, and shall continue working either until it corrects the error,
develops a workaround for that error, or determines in good faith that the error
cannot be corrected as part of the then current releases of the Software (in which
event Microsis Ltd shall attempt to correct or eliminate the error in the next
release of the Software);
iii. If Microsis Ltd discovers that the Software error is due to a documented or
undocumented internal Oracle error or other error unrelated to the Software,
Microsis Ltd has no further responsibility to correct the Software error.
b) Response Time.
Between the hours of 9.00am and 4.00pm Monday through Friday. Microsis Ltd shall
use its reasonable endeavours to respond to the Licensee within 48 hours of a notice
under clause 1(a)(i).
c) Maintenance Updates.
The Licensee will receive all standard Maintenance Updates released by Microsis Ltd
for the Software during the Initial Term and the Support Term. The cost of these
Maintenance Updates is included in the Support Fee.
d) Exclusions.
The Support Services shall not include the diagnosis and rectification of any fault
resulting from:
i. the use or operation of the Software not in accordance with the Documentation;
ii. the merger of the Software (in whole or in part) with any other software except
as permitted by the License Agreement;
iii. the failure by the Licensee to implement recommendations in respect of or
solutions to faults previously advised by Microsis Ltd;
iv. any repair, adjustment, alteration or modification of the Software by any
person other than Microsis Ltd without Microsis Ltd prior consent;
v. the Licensee using a release of the Software which is not the latest release of
the Software or is not the release which was issued prior to the latest release of
the Software.
vi. the use of the Software for a purpose for which it was not designed;
vii. rectification of lost or corrupted data;
viii. loss or damage caused directly or indirectly by operator error or omission;
ix. loss, damage or faults caused directly or indirectly by any alteration, upgrade
or new release of any software operating in conjunction or closely with the
x. System errors that are not reported
xi. System internals errors;
xii. System faults and bugs;
xiii a fault in the equipment or in any other software operating in conjunction with
or closely with the Software; or
xiv. causes other than ordinary use.
e) Microsis Ltd may, at its complete discretion, upon request by the Licensee provide
support services in the circumstances set out in clause 1 (d) above. If Microsis Ltd
elects to do so, it shall be entitled to levy Additional Charges for those support services.
f) In addition to clause 1(e) above, Microsis Ltd shall be entitled to levy reasonable
Additional Charges if support services are provided in circumstances where any
reasonably skilled and competent data processing operator would have judged the
Licensee’s request to have been outside the terms of the Support Services.
g) Additional Charges shall be agreed in writing/email by the Licensee and paid fully in
2. Support Fee
2.1. Microsis Ltd shall provide the Support Services to the Licensee for the during the
2.2 The Support Fee invoiced in each year will be expressed as a percentage of the
then applicable License Fee. On payment of each annual Support Fee, Microsis Ltd
shall provide the Support Services to the Licensee during each year of the Support
2.3. Microsis Ltd may increase the Support Fee each year of the Support Term provided
that any such increase shall be notified in advance in writing
2.4. Unless otherwise stated, all amounts are exclusive of VAT which must be paid at
the time of payment of each Invoice.
3. Term
The Support Services shall continue for a term of 12 months from the date of this
document and thereafter each 12 month period in each year thereafter until termination
in accordance with the provisions of clause 4 below.
4. Termination
4.1. The Support Services may be terminated:
a) by either party giving the other not less than 30 days’ written notice;
b) forthwith by Microsis Ltd if the Licensee fails to pay any sum due hereunder within 28
days of a payment being due under an Invoice;
c) forthwith by Microsis Ltd if the Licensee shall become Insolvent;
4.2. Any termination of the Support Services pursuant to this clause 4 shall be without
prejudice to any other rights or remedies to which Microsis Ltd and the Licensee may be
entitled hereunder or at law.
4.3. If the Licensee terminates the Support Services pursuant to clause 4.1 (a), Microsis
Ltd shall not refund to the Licensee any Support Fees paid for the then current year of
the Support Term.
4.4. If Microsis Ltd terminates the Support Services pursuant to clause 4.1 (b) or (c),
Microsis Ltd shall not refund to the Licensee any Support Fees paid for the then current
year of the Support Term.
4.5. If Microsis Ltd terminates the Support Services pursuant to clause 4.1(a) or if the
Licensee terminates the Support Services pursuant to clause 4.1(c), Microsis Ltd shall
promptly refund to the Licensee the unused portion of the Support Fees paid for the
then current year of the Support Term.
4.6. The termination of the Support Services does not affect the License Agreement.
However, if the License Agreement is terminated for any reason then the Support
Services will automatically terminate and no refund of any unused portion of the Support
Fees paid for the then current year will be paid.
5. Renewal and Reinstatement
5.1. Upon expiry of the Initial Term, a Support Term will automatically begin for a 1 year
term. Upon expiration of each annual Support Term, a new Support Term will
automatically begin for successive 1 year periods.
5.2. Microsis Ltd shall invoice the Licensee at the beginning of each Support Term for
the upcoming year of that Support Term.
5.3. If the Support Services are terminated or expire for any reason, the Support
Services may be reinstated on payment of a fee equal to the annual Support Fees that
would have been payable had the Support Services not been terminated or expired.
6. Warranty
6.1. Subject to the exceptions set out in clause 1(d) and the limitations detailed in
clause 7 below, Microsis Ltd warrants that it will perform the Support Services with
reasonable care and skill in accordance with generally acceptable industry practices
using personal reasonably trained and experienced in the Software.
6.2. Subject to the clause 6.1, all warranties, express or implied statutory or otherwise in
respect of the provision of the Support Services are hereby excluded to the fullest
extent permitted by law.
7. Liability
7.1. Microsis Ltd shall not be liable for any loss or damage sustained or incurred by the
Licensee or any third party (including, without limitation, any loss of use of the latest
New Release or loss of or spoiling of the Licensee’s data) resulting from any defect or
error in the latest New Release except to the extent that such loss or 4 damage arises
from any unreasonable delay by Microsis Ltd in providing the Support Services and then
only to the extent not excluded by these terms.
7.2. Microsis Ltd shall not be responsible for the maintenance, accuracy or good
running of any version of the Software except the latest New Release and the release
prior to the latest New Release.
7.3. The aggregate cumulative liability of Microsis Ltd arising out of these terms is
limited to an amount not exceeding the total Support Fee for the Support Services paid
by the Licensee for the year in which the liability arises.
7.4. Microsis Ltd shall not be liable to the Licensee for loss of profits or contracts or
other indirect or consequential loss whether arising from negligence, breach of
warranty, contract or otherwise.
7.5. Microsis Ltd shall not be liable to the Licensee for any loss arising out of a failure by
the Licensee to keep full and up to date security copies of the Software and data it uses
in accordance with best computing practice.
8. Force Majeure
8.1. Neither Microsis Ltd nor the Licensee shall be liable for any breach of these terms
to extent that that breach was caused by a Force Majeure event.
8.2. Each of Microsis Ltd and the Licensee agree to give notice forthwith to the other
upon becoming aware of a Force Majeure event such notice to contain details of the
circumstances giving rise to the Force Majeure event.
8.3. If a default due to a Force Majeure event shall continue for more than 13 weeks
then the party not in default shall be entitled to terminate these terms. Neither Microsis
Ltd nor the Licensee shall have any liability to the other in respect of such termination
as a result of a Force Majeure event.
9. Waiver
The waiver by either Microsis Ltd or the Licensee of a breach or default of any of these
terms by the other shall not be construed as a waiver of any succeeding breach of the
same or other provisions nor shall any delay or omission on the part of either Microsis
Ltd or the Licensee to exercise or avail itself of any right, power or privilege that it has or
may have hereunder operate as a waiver of any breach or default by the other.
10. Notices
Any notice, request, instruction or other document to be given hereunder shall be
delivered or sent by first class post or by email or facsimile (in all cases to be confirmed
by letter posted within 12 hours) to the address of the other set out or referred to in the
License Agreement (or such other address as may have been notified) and any such
notice or other document shall be deemed to have been served and deemed to have
been received (if delivered) at the time of delivery (if sent by post) upon the expiration of
72 hours after posting and (if sent by email or facsimile) upon the expiration of 12 hours
after dispatch.
11. Severability
If any provision of these terms shall be found by any court to be invalid or
unenforceable, the invalidity or unenforceability of such provision shall not affect the
other provisions of these terms and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect.
12. Entire Agreement
Microsis Ltd shall not be liable to the Licensee for loss arising from or in connection with
any representations, agreements, statements or undertakings in relation to the Support
Services made prior to the date of execution of the License Agreement.
13. Other Matters
13.1. These terms shall be bind and inure for the benefit of the successors in title of
Microsis Ltd and the Licensee.
13.2. The Licensee shall not be entitled to assign these terms nor any of its rights or
obligations hereunder. Microsis Ltd may assign its rights and obligations under these
terms at any time by notice to the Licensee.
13.3. Microsis Ltd may change these terms from time to time by giving the Licensee 14
days’ notice. Microsis Ltd will give notice to the Licensee of any change in accordance
with clause 10 or by providing relevant information on the Microsis Ltd website.
13.4.These Terms shall be governed by and construed in accordance with the Laws of
England and Wales and the Licensee agree to submit to the exclusive jurisdiction of the
New Zealand courts.
“Microsis Ltd ” means Microsis Ltd 2 Countrymans Way, East Goscote
“Additional Charges” means charges in addition to the Support Fee as described in
clause 1(e) and (f) as notified by Microsis Ltd to the Customer from time to time;
“Documentation” means the Agreement and the Installation Guide and User Manual
included with the Software;
“Effective Date” means the date on which the License Agreement is accepted by the
“Emergency” means an emergency due to an actual or potential occurrence (such as
fire, flood, storm, earthquake, explosion, accident, epidemic or war like action) which
endangers or threatens to endanger the safety or health of persons, or destroys or
damages or threatens to destroy or damage, property;
“Force Majeure” means any cause which is not reasonably within the control of the party
affected including industrial disputes of any kind, Emergencies, governmental restraint,
expropriation or prohibition, inability or delay in granting or obtaining governmental
approvals, consents, permits, licenses or authorities but does not include a delay
resulting from an inability to obtain financing;
“Licensee” means a person or company who is licensed to use the
Software by Microsis Ltd and has accepted the License Agreement;
“Term” means 30 days from the Effective Date;
“Invoice” means the document issued by Microsis Ltd detailing the items, quantity and
agreed prices for the Software and Support Services;
“Insolvent” means being insolvent (as defined in the Insolvency Act 1967) or having a
controller appointed, or being in receivership, in receivership and management, in
liquidation, in provisional liquidation, under administration, wound up, subject to any
arrangement, assignment or composition, protected from creditors under any statute,
dissolved (other than to carry out a reconstruction while solvent) or being otherwise
unable to pay debts when they fall due or having something with the same or a similar
effect happen under the laws of any jurisdiction;
“License Agreement” means the license agreement recording the terms on which the
Software is licensed to the Licensee;
“License Fee” means the fee payable by the Licensee under the License
“Maintenance Update” means any corrected version of the Software from time to time
issued by Microsis Ltd but does not include new versions or upgrades of any Software
for which Microsis Ltd generally charges an additional fee (for example any new
modules or products Microsis Ltd releases that are commercially sold separately);
“New Release” means any improved or modified version of the Software from time to
time issued by Microsis Ltd;
“Support Fee” means the charges for the Support Services from time to time as
described in clause 2;
“Support Services” means, subject to the exclusions in clause 1(d), the services
described in clause 1 (a), (b) and (c);
“Support Term” means a period of 1 year from the expiry of the Initial Term together
with each subsequent 1 year term (if any);
“Software” means the software (including bespoke software developed by Microsis for
the Customer).