Standard Terms and Conditions

THE FOLLOWING TERMS AND CONDITIONS CONTROL THE USE OF THE SERVICES PROVIDED BY HOSTUS PTY LTD AND CONTAIN SIGNIFICANT RESTRICTIONS AND LIMITATIONS ON RIGHTS AND REMEDIES, AND CREATE OBLIGATIONS ON ANYONE WHO ACCEPTS THIS AGREEMENT. THEREFORE, YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO THESE TERMS.

In consideration of the mutual covenants set forth in this Agreement, the Client and Hostus Pty Ltd hereby agree as follows:

IN CONSIDERATION OF THE MUTUAL CONVENTANTS SET FORTH IN THIS AGREEMENT, THE CLIENT AND HOSTUS PTY LTD HEREBY AGREE TO THE FOLLOWING TERMS AND CONDITIONS WHICH CONSTITUTE A LEGALLY ENFORCEABLE ON-DEMAND AGREEMENT (THE “AGREEMENT”) GOVERNING YOUR USE OF HOSTUS PTY LTD’S ONLINE SERVICE (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS ON-DEMAND AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY. IF YOU ARE USING THE SERVICE AS AN INDIVIDUAL, YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18. AS USED IN THIS AGREEMENT, THE TERM “GRANTEE” ENCOMPASSES THE ENTITY OR PERSON RESPOSIBLE FOR THIS ACCOUNT AND EACH USER ACCESSING THE SERVICE BY MEANS OF A VALID ACCOUNT ESTABLISHED BY YOU, INCLUDING, IF YOU ARE A CORPORATION, ALL EMPLOYEES OF YOUR CORPORATION. IF YOU DO NOT HAVE THE REQUESITE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THIS SERVICE.

1. Privacy & Security

Hostus Pty Ltd’s privacy and security policies may be viewed at via our website www.hostus.net.au. Hostus Pty Ltd reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Hostus Pty Ltd occasionally may need to notify all Services Users of important announcements regarding the operation of the Service

2. The Service

2.1 Hostus Pty Ltd guarantees 99.9% continuous availability over the whole contract period of the Service between the hours of 7am to 9pm M-F excluding public holidays excluding where 3rd party providers are escalated to resolve any issues.  Any scheduled maintenance with at least 48 hours’ notice is excluded from this uptime guarantee.  If the continuous availability of 99.9% is not met HostUs will provide a credit to the client for the amount of downtime for the affected service cost on their monthly invoice.  Any downtime to be applicable must be reported to HostUs via helpdesk@hostus.net.au or called in to 1800 456 567 to qualify within 30 days of the event.

2.3 Clients will at no time have administrative rights to any virtual servers used to deliver the Hosted Desktops.  All updates or changes that would require administrative rights is to be performed by Hostus engineers at our normal labour rates in 15min blocks.

2.4 Any equipment that the client uses to access our hosted services should be approved by Hostus Pty Ltd.  If the client chooses to use non recommended equipment we reserve the right to not offer support to configure those devices.

2.5 If any 3rd party hosted services or software is run out of a Hosted Desktop environment and not approved by us we reserve the right to not offer support for those systems.

2.6 Hostus Pty Ltd will inform User of any significant changes to the Service or terms and conditions of this Agreement that it may make from time to time.

2.7 HostUs each Saturday night from 8pm to 11pm may perform scheduled maintenance.  This maintenance period is exempt from any downtime as per clause 2.1.  The scheduled maintenance may cause clients to be unable to access their services during this time.

2.8 The amount of RAM provided for your virtual server in the initial quote is an estimate based on what other similar clients require for their virtual server.  Depending on your unique usage of the service this may vary over time and additional RAM may be required (and associated cost).

3. Internet Delays/Outage

3.1 The Service may be subject to limitations, delays, outages and other problems inherent in the use of the Internet and electronic communications. Hostus Pty Ltd is not responsible for any delays, outages, delivery failures, or other damage resulting from such problems. Any of these issues are excluded from the 99.9% continuous availability guarantee.

4. Network

Hostus only supports computers to be connected via cabled Ethernet.  We don’t support computers to be connected via Wi-Fi as it is subject to interference and stability issues.

4.1 It is required that the client has a static public IP address at each of their sites attached to their internet connection. It is also required that the client have a business grade ADSL 2+ or greater.

5. Support

Hostus Pty Ltd shall provide support as detailed below.  Please note that quoted support rates are subject to change at 30 days’ notice and are only current as of the start date of this contract.

5.1 One user nominated for initial training at each site: One named person at each site will receive the initial training, and then become the resource for that site to train other staff. Additional training if required will be at normal helpdesk rates.

5.2 Free support that is included with virtual dedicated server’s subscription cost is restricted to

Ensuring that the virtual server(s) and supporting external Hostus systems are operational excluding any issues within the virtual server (Operating system e.g. Windows or Linux).  If the virtual server won’t boot up Hostus will restore a working bare metal backup and restore latest data backup to the server.  Any 3rd party software support charges (e.g. MYOB) are the responsibility of the client.

5.3 All other required support is provided at the following rates.  Please note that any reference to times are based on Adelaide, South Australia time zone.

5.3.1 During normal business hours 9am to 5pm M-F (excluding public holidays) $38.74 per 15 minutes. Response time is 1 business hour for critical issues and 2-8 business hours for any medium priority issues.

5.3.2 Between 7am and 9am and 5pm to 9pm M-F (excluding public holidays) $77.48 per 15mins (min 60mins).  Response time is on a case by case basis however we will endeavour to respond as quickly as reasonably possible.  It is at the sole discretion of HostUs that we choose to do this work outside normal business hours and at what time it will start.

5.3.3 Between 7am and 9pm Weekends and Public Holidays $77.48 per 15mins (min 60mins).  Response time is on a case by case basis however we will endeavour to respond as quickly as reasonably possible.  It is at the sole discretion of HostUs that we choose to do this work outside normal business hours and at what time it will start.

5.3.4 Between 9pm and 7am no support is provided.

5.4 We may in our sole discretion limit the time we spend responding to queries from you whether those queries are conducted by email or telephone or any other means. In particular, we may limit and/or or terminate Support Service provision in the event that you, or Others, use or attempt to use the Support Services in a manner that we consider in our sole discretion is inappropriate, abusive, excessive or which we suspect may be fraudulent, misleading or in breach of the law or this Agreement

6. Grantee’s Responsibilities

Grantee is responsible for all activity occurring under Grantee’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Grantee’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Grantee shall:

6.1 Notify Hostus Pty Ltd immediately of any unauthorized use of any password or account or any other known or suspected breach of security;

6.2 Report to Hostus Pty Ltd immediately and use reasonable efforts to stop immediately, any copying or distribution of Content that is known or suspected by Grantee or any User under this Grant; and

6.3 Not impersonate another Hostus Pty Ltd User or provide false identity information to gain access to or use the Service.

6.4 Grantee must have paid and active support plans with third party providers rather than pay-as-you-go support in the event that HostUs must contact Grantee’s third party providers for installation, support or updates on the HostUs environment on Grantee’s behalf.  Under no circumstances will HostUs will liable for any 3^rd party software support costs.

7. Clients using an on premise owned server.

For clients that are using their existing hardware server onsite with our Software Licensing at the end of the agreement the client must action one of the following choices.

7.1 All client data has been removed from the server and we remove the virtual servers from the physical server including any underlying virtualization software.

7.2 The client moves to another Microsoft SPLA approved license provider who will provide the same licenses to the client.  Any licenses not supplied by the new provider will need to be removed by Hostus or the client will need to purchase non pay per month licenses.  Hostus will require proof from the new provider of this entitlement and any new licenses purchased.

7.3 The client purchases licenses for all pay per month software provided by Hostus.  Hostus requires proof of these license purchases.

8. Account Information and Data

By this Grant, Hostus Pty Ltd does not attain ownership in any data, information or material that Grantee submits to the Service in the course of using the Service (“Client Data”). Grantee, not Hostus Pty Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Hostus Pty Ltd shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data unless caused directly by Hostus and not a 3rd party.

Hostus Pty Ltd shall use reasonable efforts to protect Client Data behind a secure firewall system, to conduct daily data backups, and to store weekly full-system backups in a separate secure offsite facility.

In the event this Agreement is terminated (other than by reason of Grantee’s breach), Hostus Pty Ltd will make available to Grantee a file of the Client Data within 7 days of termination on a compatible external USB hard drive supplied by the client.  Data will consist of folders, files and databases assuming that the programs in question have an export backup function.  Bare metal backups of the server environments will not be provided.  The client is not permitted to make a bare metal copy or use any bare metal copy outside our network.  A data restore will only be provided if all invoices are paid up to the termination date where there is no dispute and services have been rendered on a timely basis.  Labour for this export will be charged at our normal support rates via pre-paid support hours.  Exports of users Hosted Exchange mailboxes will need to be performed from the client side from their Outlook client (by the client).  Grantee agrees and acknowledges that Hostus Pty Ltd will on the 31st day after termination transfer the client’s data to client provided compatible USB hard drives and remove from our live servers.  If after reasonable requests the client fails to supply a compatible USB hard drive to Hostus within 45 days after the termination date Hostus will delete the data from our systems.

9. Intellectual Property Ownership

Hostus Pty Ltd alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Hostus Pty Ltd On-Demand Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Grantee or any other party relating to the Service. The Hostus Pty Ltd logo, and the product names associated with the Service are trademarks of Hostus Pty Ltd or third parties, and no right or license is granted to use them. This Agreement is not a sale and does not convey to Grantee any rights of ownership in or related to the Service, the Hostus Pty Ltd On-Demand Technology or the Intellectual Property Rights owned by Hostus Pty Ltd. Grantee acknowledges that, except as specifically provided under this Agreement, no other right, title, or interest in these items is granted.

10. Third Party Interactions and Links

During use of the Service, Grantee or its User(s) may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between Grantee and/or User and the applicable third-party. Hostus Pty Ltd and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Grantee, a User and any such third-party. Hostus Pty Ltd does not endorse any sites on the Internet that are linked through the Service. Hostus Pty Ltd provides these links to Grantee only as a matter of convenience, and in no event shall Hostus Pty Ltd or its licensors be responsible for any content, products, or other materials on or available from such sites. This Grant to use the Service pursuant to the terms and conditions of this Agreement does not provide any license or agreement that may be required by third-party providers of ancillary software, hardware or services prior to Grantee’s use of or access to such software, hardware or services.

11. Payments and Charges

The client subscribes to the following services payable every month over the Term of agreement.

12. Payment of Fees and Charges

Grantee shall pay all where goods and services have been rendered to Grantee’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial fee for the Grant of the right to use the Service (“Use Fee”) will be equal to the Use Fee under the Payments and Charges section.   The Use Fee will be payable a month in advance as per the Payment and Charges section, commencing one month in advance on the Effective Date designated in this contract.  The client will have access to a secure login to view their current and previous ticketed jobs.  If the invoice cost is under $150 in a single month we reserve the right to invoice for as many months in advance to meet the minimum invoice amount.

12.1 An Authorized Administrator may add additional Users by emailing helpdesk@hostus.net.au . Added Users will be subject to the following:

12.1.1 The term of added Users will be coterminous with the Term (either Initial Term or Renewal Term) of existing Grants;

12.1.2 The Use Fee for the added Users will be the then current, applicable Use Fee at the time ordered; and

12.1.3 Users added in the middle of a billing month will be charged in full for that complete billing month.  (Hostus has obligations to pay its software suppliers Microsoft, Symantec on a monthly basis only per user and hence we can’t charge for part of the month to the client)

12.1.4 Hostus Pty Ltd reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to Grantee, which notice may be provided by e-mail.

12.2 The Use Fee for a renewal Grant will be equal to the number of total Users then in effect, times the User Fee in effect at the time of renewal. Charges for other services (“Charges”) will be made on an as-quoted basis. Hostus Pty Ltd’s Use Fee and Charges are inclusive of all taxes, levies, or duties imposed by taxing authorities, and Grantee shall be responsible for payment of all such taxes, levies, or duties, excluding only federal or state taxes based solely on Hostus Pty Ltd’s income.

12.3 Grantee agrees to update billing and account information within 30 days of any change. That information includes Grantee’s legal company name, street address, e-mail address, and the name and telephone number of an authorized billing contact and Authorized Administrator. If the contact information Grantee provides is false or fraudulent, Hostus Pty Ltd reserves the right to terminate Grantee’s access to the Service, in addition to any other legal remedies.

12.4 If Grantee believes that the Fees or Charges to Grantee’s account are incorrect, Grantee must contact Hostus Pty Ltd in writing within thirty (30) days of the date of the charge in question, to be eligible to receive an adjustment or credit.

12.5 Increase in Consumer Price Index. If during the initial term or any renewal term there is an increase in the Consumer Price Index by the National Bureau of  Statistics over the Consumer Price Index reported for the month in which you signed your Agreement, we may increase your fees by the same percentage as the increase in the Consumer Price Index; provided that we may not increase your fees under this subsection more often than once per twelve (12) months, and we must give you at least thirty (30) days advance written notice of the increase.

12.6 Reduction in service: The client may reduce the total monthly service cost by up to 25% for each of the remaining months of the contract period.  This is allowed based on a genuine reduction of the client’s employees and is at the sole discretion of HostUs.  This is not allowed if the client has engaged another IT company to supply similar services that Hostus is currently providing.

All payments shall be in Australian currency.

Hostus at its sole discretion may ask for pre-payment of support hours in blocks of 10 hours rather than provide credit terms.

12.7 All finance documents relating to hardware purchased by HostUs on behalf of Grantee shall be returned filled out and signed within 48 hours of delivery.

13. Non-Payment and Suspension

In addition to any other rights of Hostus Pty Ltd, Hostus Pty Ltd reserves the right to suspend or terminate this Agreement with 30 days’ notice and a 30 day extension if required and Grantee’s access to the Service if Grantee’s account becomes delinquent. Invoices and accounts that are delinquent are subject to interest of 1.5% per month (or the maximum permitted by law, whichever is less) on any delinquent balance, plus all expenses of collection. If Grantee’s use of the Service is suspended but not terminated, Grantee will be obligated for and agrees to pay the Use Fee for the number of Users for the balance of the full Term. If Grantee or Hostus Pty Ltd terminate this Agreement and the Grant hereunder, Grantee agree to pay the balance due on Grantee’s account computed in accordance with the Payment of Fees and Charges provisions of this Agreement (Section 9 above), with the Use Fee for the Term prorated to the period of actual use.

Hostus Pty Ltd reserves the right to impose a reconnection fee of $154.95 in the event Grantee’s rights are suspended and thereafter requests access to the Service. Grantee agrees and acknowledges that.

14. Term of Agreement.

This Agreement commences on the Effective Date and shall remain in effect for the stated Initial Term. This Agreement shall automatically renew for additional Renewal Term(s); provided the Agreement shall not automatically renew if you provide us, or we provide you, notice of non-renewal of 30 days prior to the end of the Initial Term or any Renewal Terms. Other than as expressly set forth herein, you may not cancel the Service without our written consent.

15. Termination

(a). Either party may terminate this Agreement or reduce the number of Users, effective only upon the expiration of the then current Term, by notifying the other party in writing at least thirty (30) business days prior to the date of the end of the current Term. An initial cooling-off period of 30days is provided in which the client can cancel the service.  If the client cancels the contract within the first 30days the first 30days of service plus any applicable setup charges are payable.

(b). Any breach of Grantee’s payment obligations or any use of the Hostus Pty Ltd On-Demand Technology or Service contrary to the terms and conditions of this Agreement and the License granted hereby will be deemed a material breach of this User Agreement. Hostus Pty Ltd, in its sole discretion, may terminate Grantee’s password, account or use of the Service if Grantee breaches or otherwise fails to comply with this Agreement. Hostus Pty Ltd may terminate a free account at any time in its sole discretion.

(c). If the client moves any of the services away to another provider or in house during the contract period (not in the last 30 days of the contract) without prior approval from Hostus the client will be liable to pay out the remaining monthly contract costs up until the next renewal date as a lump sum.

16. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Hostus Pty Ltd represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Hostus Pty Ltd Help documentation under normal use and circumstances. Grantee represents and warrants that Grantee has not falsely identified Grantee or any User nor provided any false information to gain access to the Service and that Grantee’s billing information is correct.

17. Limitation of Liability

IN NO EVENT SHALL HOSTUS PTY LTD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE.

UNDER NO CIRCUMSTANCES IS HOSTUS REPONSIBLE FOR ANY ISSUES CAUSED BY VIRUSES OR MALWARE.

18. Local Laws and Export Control

The Service provided on the Hostus Pty Ltd Service site includes services and uses software and technology that may be subject to export controls. Grantee and each User of this site acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity. The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Grantee represents and warrants that Grantee is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Grantee agrees to comply strictly with all export laws and assume sole responsibility for obtaining any necessary licenses to export or re-export.

18.1 Hostus Pty Ltd and its licensors make no representation that the Service is appropriate or available for use in other locations. If Grantee uses the Service from outside the Australia or New Zealand, Grantee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Australian or New Zealand law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the Australian or New Zealand government or appropriate body for such purposes.

19. Notice

Hostus Pty Ltd may give notice by means of a general notice on the Service, electronic mail to Grantee’s e-mail address on record in Hostus Pty Ltd’s account information, or by written communication sent by first class mail or pre-paid post to Grantee’s address on record in Hostus Pty Ltd’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Grantee may give notice to Hostus Pty Ltd (such notice shall be deemed given when received by Hostus Pty Ltd) at any time by any of the following: letter sent by confirmed facsimile to Hostus Pty Ltd at the following fax number: (+61) 8 8223 2070; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Hostus Pty Ltd at the following address: Level 30 Westpac House, 91 King William Street, ADELAIDE SA 5000

20. Modification to Terms

Hostus Pty Ltd reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time upon 30 days’ notice.  Continued use of the Service after any such changes shall constitute Grantee’s consent to such changes.

21. Assignment

This Agreement may not be assigned by Grantee without the prior written approval of Hostus Pty Ltd but may be assigned without Grantee’s consent by Hostus Pty Ltd to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

22. General

This Agreement shall be governed by South Australian law and controlling Australian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in South Australia. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Grantee or any User and Hostus Pty Ltd as a result of this agreement or use of the Service. The failure of Hostus Pty Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Hostus Pty Ltd in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Grantee and Hostus Pty Ltd and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

“Agreement” means these terms of use, the original Order Form, any subsequent Order Forms, whether written or submitted online via the Hostus Pty Ltd Order Centre, and any materials available on www.hostus.net.au specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Hostus Pty Ltd from time to time in its sole discretion;

“Hostus Order Center” means Hostus Pty Ltd’s online application that allows the Authorized Administrator designated by Grantee to, among other things, request additional Users to the Service;

“Authorized Administrator(s)” means the person(s) designated by Grantee to register for the Services online using the Hostus Pty Ltd Order Centre or by executing written Order Forms and to request User accounts and otherwise administer Grantee’s use of the Service;

“Client Data” shall have that meaning given in Paragraph 6 above

“Outage” means any Internet Service Provider downtime

“Yearly Hosted Service” means 365 days, 8760 Hours.

“Content” means the audio and visual information, documents, software, products and services contained or made available to Grantee and the User(s) authorized to use the Service under this Grant in the course of using the Service;

“Hostus Pty Ltd” means collectively Hostus Pty Ltd Pty Limited., a South Australia corporation, having its principal place of business at: 107 Flinders Street ADELAIDE SA 5000;

“Hostus On-Demand Technology” means all of Hostus Pty Ltd’s proprietary technology (including software, hardware, products, business concepts, and processes, logic algorithms, graphical User interfaces (GUI), techniques, designs and other tangible or intangible technical material or information) made available to Grantee by Hostus Pty Ltd in providing the Service;

“Effective Date” means the earlier of either the date this User Agreement is accepted or the date Grantee begins using the Service;

“Intellectual Property Rights” means all rights, title and interest in and to the Hostus Pty Ltd On-Demand Technology, the Content, and all copyrights, patents, trade secrets, trademarks, service marks or other intellectual property or proprietary rights and any corrections, bug fixes, enhancements, updates, releases, or other modifications, including custom modifications made by Hostus Pty Ltd relating thereto, and the media on which same are furnished;

“Order Form(s)” means the form evidencing the initial designation of Service and any subsequent Order Forms, specifying, among other things, the edition of the Service selected and covered by the Grant, the Term, the number of Users, the applicable Use Fee, the billing period, and other services and Charges, as agreed to between Hostus Pty Ltd and Grantee, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

“Public Holidays” means New Year’s Day, Australia Day, Good Friday, Easter Saturday, Easter Monday, ANZAC Day, Queens Birthday, Labour Day, Christmas Day Boxing Day;

“Service(s)” means the specific edition of Hostus Pty Ltd’s online customer relationship management, or other offerings developed, operated, and maintained by Hostus Pty Ltd, accessible via http://www.hostus.com.au or another designated web site or IP address, or ancillary services rendered to Grantee by Hostus Pty Ltd, to which Grantee are being granted access under this Agreement, including the Hostus Pty Ltd On-Demand Technology and the Content;

“Initial Term” means the first time period covered under this agreement;

“Renewal Term” means the period that the agreement automatically renews after the Initial Term;

“Response Time” means the total amount of time it takes to respond to a request for service;

“Term(s)” means the period(s) during which a specified number of Users have the right to use the Service pursuant to the Grant and as designated on an Order Form(s);

“User(s)” means Grantee’s employees, representatives, consultants, contractors or agents who are authorized under the Grant made by this Agreement to use the Service and who have been supplied User identifications and passwords by Grantee (or by Hostus Pty Ltd at Grantee’s request)