IMPORTANT — READ CAREFULLY. These Terms & Conditions and End User Licence Agreement govern the supply by Conexet Pty Ltd of its software products and related services to its customers.
By installing, accessing, registering for, ordering, or using any Conexet Product, the Customer agrees to be bound by the Agreement, including any applicable Product Schedule, Order Form, and the other Conexet policies referenced in clause 2. If an individual is entering into the Agreement on behalf of a school, multi-academy trust, district, education department, or other entity, the individual warrants that they have the authority to bind that entity or organisation, and that entity or organisation is the Customer for the purposes of the Agreement. If the Customer does not agree to this, the Customer must not install, access, or use any Conexet Product.
1. Definitions and Interpretation
1.1 Definitions
In these Terms, unless the context requires otherwise:
(a) "Agreement" means the agreement between Conexet and the Customer, being comprised of the documents set out in Clause 2(a).
(b) "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.
(c) "Authorised User" means an employee, contractor, agent, or other person (including, where relevant to the Product, a staff member of a school operated by the Customer) authorised by the Customer to access and use a Product for the Customer's internal operations.
(d) “Business day” means a weekday on which banks are open in the Capital City (not being a Saturday, Sunday or public holiday in the Capital City).
(e) “Claim” includes any claim, proceeding, action, cause of action, demand or suit (including by way of contribution or indemnity) under any document, at law or in equity, including for payment of money (including damages) or for an extension of time, including by statute (to the extent permitted by law), in tort for negligence or otherwise, including negligent misrepresentation or for strict liability, breach or for restitution.
(f) "Confidential Information" means all non-public information disclosed by one party to the other (whether marked confidential or not), including the Products, their source code, technical documentation, pricing, business processes, and Customer Data.
(g) "Conexet" means Conexet Pty Ltd (ACN 697 521 912).
(h) "Conexet Policies" means the Conexet Privacy Policy, Refund Policy, and any other policy referenced by Conexet from time to time and published on its website.
(i) "Customer" means the entity (or, where no entity exists, the individual) named in the Order Form, or if there is no Order Form, on whose behalf a Product is installed or used.
(j) "Customer Data" means any data, content, credentials, configuration, or information that the Customer or an Authorised User inputs into, uploads to, or causes a Product to retrieve through its connections to third-party systems.
(k) "Documentation" means the user guides, technical specifications, and other materials made available by Conexet describing the operation and use of a Product.
(l) "Fees" means the subscription fees, licence fees, professional services fees, and any other charges payable by the Customer.
(m) “Force Majeure” means an event arising from an act of God, industrial dispute, act or omission of government or government department or instrumentality, war, sabotage, riot, civil disobedience, epidemic, disease, fire, explosion, failure of power supply, accident, natural disaster, plant or equipment breakdown, calamity or unlawful act by other person, or any similar cause.
(n) “Insolvency Event” means:
(i) in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering into a scheme or arrangement with creditors or the occurrence of any event that has a substantially similar effect to any of these events;
(ii) in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors or the occurrence of any event that has a substantially similar effect to any of these events; or
(iii) in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control or the occurrence of any event that has a substantially similar effect to any of these events;
(iv) “Intellectual Property” means all present and future rights conferred by statute, common law or equity and vested in a person, whether by virtue of that person being a registered owner, assignee or an exclusive licensee, in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
(o) "Licence Key" means the credential, token, or activation code issued by Conexet to the Customer for the purpose of activating a Product.
(p) “Loss” includes any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge or liability of any kind, actual, prospective or contingent and whether or not currently ascertainable and whether arising under or for breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law.
(q) "Order Form" means the order document (in any form, including an electronic order, quote acceptance, or purchase order accepted by Conexet) under which the Customer subscribes to a Product.
(r) "Product" means any Conexet-branded software product or service made available by Conexet under the Agreement, as identified in the applicable Product Schedule or Order Form. References to "Product" include the Documentation and any updates, patches, and modifications made available by Conexet.
(s) "Product Schedule" means the schedule (published on Conexet's website or otherwise made available to the Customer) that describes a specific Product, including its functionality, supported integrations, file formats, and any Product-specific terms.
(t) “Security Interest” means a security interest that is subject to the Personal Property Securities Act 2009 (Cth) or any other mortgage, pledge, lien, charge or other arrangement of any kind which in substance secures the payment of money or the performance of any obligation, or that gives a creditor priority over unsecured creditors;
(u) "Subscription Period" means the period for which the Customer has paid Fees for use of a Product, as set out in the applicable Order Form, and any renewal of that period.
(v) “Terms” meansthis Terms & Conditions and End User Licence Agreement.
(w) "Third-Party Services" means products, services, application programming interfaces, or systems provided by third parties with which a Product interoperates, including those identified in the applicable Product Schedule.
1.2 Interpretation
In these Terms, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) the headings are used for convenience only and do not affect the interpretation of these Terms;
(c) a reference to a document includes the document as modified from time to time and any document replacing it;
(d) if something is to be done on a day which is not a Business Day then that thing must be done on the next or following Business Day;
(e) the words “in writing” include any communication sent by letter, facsimile transmission or email;
(f) a reference to any statute, proclamation, rule, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, regulation or ordinance replacing it. A reference to a specified section, clause, paragraph, schedule or item of any statute, proclamation, rule, regulation or ordinance means a reference to the equivalent section of the statute, proclamation, rule, regulation or ordinance which is for the time being in force;
(g) wherever “include” or any form of that word is used it must be construed as if it were followed by “(without being limited to)”; and
(h) money amounts are stated in Australian currency unless otherwise specified.
2. The Agreement
(a) The Customer acknowledges and agrees that the Agreement between the parties is comprised of the following documents:
(i) these Terms;
(ii) the Conexet Policies;
(iii) the Product Schedule applicable to each Product the Customer uses, which describes the Product and any Product-specific terms; and
(iv) each applicable Order Form.
(b) In the event of inconsistency between these documents, the following order of precedence applies (from highest to lowest):
(i) a signed written agreement between Conexet and the Customer;
(ii) the applicable Order Form;
(iii) the applicable Product Schedule;
(iv) these Terms; and
(v) the Conexet Polices. The Privacy Policy is not displaced by the other documents in respect of how Conexet handles personal information
3. The Products
(a) Conexet supplies a range of Conexet-branded software products and services to schools, multi-academy trusts, school districts, education departments, and other education-sector organisations.
(b) Each Product is described in its Product Schedule, which sets out (without limitation) the Product's purpose, functionality, integrations, supported file formats, and any Product-specific limitations or assumptions.
(c) Each Product is intended solely for lawful educational and administrative purposes. The features, formats, and behaviour of a Product may change from time to time in accordance with clause 10.7 and the applicable Product Schedule.
4. Acceptance and Authority
(a) By installing, activating, ordering, or using any Product, the Customer accepts the Agreement, which includes the documents referred to in clause 2. Where an individual accepts the Agreement on behalf of an entity, that individual warrants that they have the authority to bind the entity, and the entity is bound as the Customer.
(b) If the Customer does not agree to any term of the Agreement, the Customer must not install, activate, or use the Product and must promptly uninstall any copy of the Product in its possession or control.
5. Licence
5.1 Terms of Licence
(a) Subject to the Customer's continuing compliance with the Agreement and payment of all applicable Fees, Conexet grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the Subscription Period, under the terms of the Agreement, to:
(i) install and use the Product on devices owned or controlled by the Customer;
(ii) permit Authorised Users to access and use the Product for the Customer's internal operations; and
(iii) access and install updates to the Product released by Conexet during the Subscription Period.
(b) Conexet permits the Customer to use the Intellectual Property in the Product to the extent that such use is in accordance with the terms of the Agreement and is required to give effect to the Agreement.
(c) Where the applicable Order Form or Product Schedule specifies licence limits (such as a maximum number of devices, sites, schools, or scheduled tasks), the licence is further limited to those amounts.
5.2 Intellectual Property
(a) Conexet retains:
(i) all rights in the Intellectual Property in the Product; and
(ii) ownership of the Product whether in its original form or as modified by the Customer during the Subscription Period.
(b) The Customer must not assert, register, or claim any right, title, or interest in or to any Product or any related Intellectual Property Rights.
(c) If the Customer develops or modifies the Product (whether or not Conexet’s consent has been obtained):
(i) the Customer, by virtue of these Terms, assigns all its Intellectual Property in such developments or modifications to Conexet and agrees not to enforce any moral rights (if any) in respect of those developments and modifications against Conexet;
(ii) ownership of the Product as modified will vest in Conexet and the Customer will not enforce its moral rights (if any) in the modified Product against Conexet; and
(iii) the Customer shall fully indemnify and hold harmless Conexet against any Loss or Claim that the Conext may incur as a result of or in connection with the modifications made by the Customer, including with respect to any infringement of a third party’s Intellectual Property rights or moral rights.
(d) If the Customer provides Conexet with any feedback, suggestions, or ideas regarding any Product ("Feedback"), the Customer assigns to Conexet all right, title, and interest in such Feedback, and Conexet may freely use, exploit, and incorporate the Feedback into any Product or other product or service without obligation or compensation.
6. Licence Restrictions
(a) The Customer must not, and must ensure that no user (including Authorised User) or other person under its control will:
(i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas, algorithms, structure, or organisation of any Product;
(ii) modify, adapt, translate, or create derivative works of any Product;
(iii) combine or incorporate the whole or any part of the Product in any other program or system, without the prior written consent of Conexet;
(iv) create or permit to exist a Security Interest over any Product;
(v) introduce or transmit any virus, worm, trojan, or other malicious code;
(vi) remove, alter, or obscure any proprietary notices, labels, or marks on or within any Product;
(vii) circumvent, disable, or interfere with any licensing, security, authentication, copy-protection, or subscription control mechanism;
(viii) redistribute, sublicense, rent, lease, lend, sell, resell, or otherwise commercially exploit any Product;
(ix) share Licence Keys, credentials, or access tokens outside the Customer's organisation, except as permitted by the applicable Product Schedule;
(x) use any Product to develop, train, or improve any competing product or service;
(xi) use any Product to access, store, or transmit any malicious code, infringing material, or unlawful content;
(xii) use any Product to provide bureau, outsourced, managed, or shared services to any third party, except with Conexet's prior written consent;
(xiii) use any Product in any manner that may damage, disable, overburden, or impair Conexet's systems or interfere with any other party's use of the Product; or
(xiv) use any Product in breach of any applicable law, regulation, or third-party right.
(b) Any breach of this Clause 6 is a material breach of the Agreement and may, without limiting Conexet's other rights, result in suspension or termination under clause 18.
7. Subscription and Activation
7.1 Subscription Overview
(a) Each Product is supplied to the Customer on a subscription basis.
(b) An active subscription, provided that the Customer has complied with the Agreement and it has not been suspended or terminated, entitles the Customer during the Subscription Period to:
(i) a licence to use the Product in accordance with these Terms;
(ii) software updates, patches, and security fixes released by Conexet during the Subscription Period;
(iii) access to Conexet's cloud licensing and validation services for the Product;
(iv) the use of any scheduled or unattended operation functionality included in the Product, as described in its Product Schedule; and
(v) standard technical support, as described in clause 10.
7.2 Subscription Period
(a) Each subscription is granted for a fixed term, as specified in the applicable Order Form, invoice, or online purchase confirmation ("Subscription Period").
(b) The default Subscription Period is twelve (12) months unless otherwise agreed in writing.
(c) The Subscription Period commences on the date the Licence Key is first activated, or such other commencement date as is specified in the Order Form or invoice.
7.3 Trial Access
(a) Conexet may, in its discretion, offer eligible organisations a free trial of a Product ("Trial"). The default Trial duration is fourteen (14) days unless otherwise stated in the applicable Product Schedule or Order Form.
(b) The following terms apply to any Trial:
(i) these Terms, save for the provisions regarding payment of Fees (noting that the Trial is free);
(ii) the Trial is available to eligible organisations only, as determined by Conexet, and is limited to one Trial per organisation per Product unless Conexet agrees otherwise in writing;
(iii) the Trial may include restricted features, capacity limits, or other limitations notified by Conexet or set out in the applicable Product Schedule;
(iv) the Trial is provided strictly for the Customer's internal evaluation of the Product's suitability for its operational requirements, and must not be used for any production or mission-critical operation, or other purpose for which the Customer is not prepared to bear all risk of failure;
(v) Conexet may modify, restrict, suspend, or discontinue the Trial at any time, with or without notice, and may revoke Trial access if it suspects misuse, sharing, or evasion of restrictions;
(vi) on expiry of the Trial period, access to the Product will cease unless the Customer purchases a paid subscription. The Customer is responsible for exporting any Trial-period data it wishes to retain before expiry; and
(vii) during the Trial, the Product is supplied "as is" and Conexet makes no warranties as to whether it is fit for purpose and/or of acceptable quality.
7.4 Activation
(a) Use of a Product requires a valid Licence Key issued by Conexet.
(b) A Product may, at any time, communicate with Conexet cloud services to validate the Customer's subscription status, confirm Licence Key authenticity, retrieve update information, and synchronise application configuration. The Customer must not interfere with this communication.
8. Fees
8.1 Fees and payment
(a) All Fees:
(i) are payable in the amounts and intervals set out in the applicable Order Form, invoice, or published price list;
(ii) are billed annually in advance, unless Conexet agrees a different billing cycle in writing;
(iii) must be paid in full and in cleared funds by the due date stated on the invoice (and, for renewals, before the renewal date); and
(iv) are non-refundable except as expressly stated in the Refund Policy or as required by law.
(b) Unless stated otherwise, Fees are exclusive of GST and other applicable taxes, which the Customer must pay in addition. Stamp duty, including fines and penalties, payable in connection with the Agreement must be paid by the Customer.
(c) If the Customer fails to pay any Fee within the time stipulated in this Clause, interest will be payable by the Customer at a rate of twelve percent (12%) per annum on the overdue amount.
(d) If any Fees remain unpaid for more than fourteen (14) days after the due date, Conexet may, in addition to any other rights or remedies, suspend the Customer's access to the Product, withhold the delivery of updates, or deactivate the Licence Key.
9. Renewal
9.1 Automatic renewal
Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Period, the subscription will automatically renew for a further period equal to the previous Subscription Period.
9.2 Renewal notification
(a) Conexet will send the Customer a renewal reminder, between 45 and 60 days before the end of the Subscription Period, including any change in price or terms applicable to the renewal Subscription Period.
(b) The Customer is responsible for ensuring that it has supplied its current contact and billing details to Conexet.
9.3 Renewal pricing
(a) Conexet may change Fees for renewal Subscription Periods. Where renewal pricing differs from the price in the previous Subscription Period, Conexet will provide the Customer with at least thirty (30) days' prior written notice.
(b) If the Customer does not wish to accept the new pricing, the Customer may notify Conexet of non-renewal in writing at least thirty (30) days before the renewal date.
(c) Conexet may, in its discretion, provide a limited grace period to allow the Customer to renew. The provision of a grace period in any particular case does not waive Conexet's rights, and Conexet is not obliged to provide a grace period in any other case.
10. Support Services and Availability of Product
10.1 Standard support
During an active Subscription Period, Conexet will, subject to Clause 10.3, provide standard technical support on a reasonable-efforts basis, including:
(a) email support for issues relating to the installation, configuration, and use of the Product;
(b) bug fixes and software updates, prioritised at Conexet's discretion based on severity and impact;
(c) compatibility updates intended to maintain operation with current supported versions of Third-Party Services and operating-system platforms identified by Conexet; and
(d) guidance on Conexet's published documentation and supported workflows.
10.2 Support hours and channels
(a) Standard support is provided by email to admin@conexet.com.au during Conexet's published support hours, which are generally 9:00 am to 5:00 pm AEST, Monday to Friday, excluding Queensland public holidays.
(b) Conexet does not commit to specific response or resolution times unless they are stated in a separate written service-level agreement signed by Conexet, or in the applicable Product Schedule.
10.3 Support not included
(a) Support does not include:
(i) training, consulting, custom development, or onboarding services, except where separately agreed and paid for;
(ii) support for third-party software, hardware, networks, or services, even where they integrate with a Product;
(iii) issues caused by the Customer's misconfiguration, misuse, unauthorised modification, or use of a Product outside its documented purpose;
(iv) issues caused by the Customer's failure to apply updates, patches, or recommended configuration changes; or
(v) recovery of Customer Data or outputs that the Customer has not independently backed up.
(b) Conexet may, on request, provide implementation, onboarding, configuration, training, or other professional services on terms separately agreed between the parties. Unless otherwise agreed, professional services are charged on a time-and-materials basis at Conexet's then-current rates and are non-refundable once delivered.
10.4 Supported versions
Conexet supports the current and immediately preceding minor versions of each Product. Customers using older versions may be required to update before support is provided.
10.5 Product Operations
(a) Conexet uses reasonable efforts to make Product operations (including any scheduled execution) reliable. However, the Customer acknowledges that the operation of any Product depends on factors outside Conexet's control, including:
(i) the availability, configuration, and operational status of the Customer's devices, networks, and infrastructure;
(ii) scheduled or unattended tasks being missed or delayed if the host device is shut down, in sleep mode, disconnected from power or network, or otherwise unavailable at the scheduled time;
(iii) changes, outages, or maintenance affecting Third-Party Services; and
(iv) network, electrical, and telecommunications outages.
(b) Conexet cannot guarantee uninterrupted or error-free operation, and the Customer accepts this as a condition of using each Product.
10.6 Cloud services
(a) Conexet uses reasonable efforts to maintain the availability of its cloud licensing and validation services. The Products are generally designed so that their core functionality can continue to operate during short interruptions to cloud connectivity, subject to subscription validity and the technical characteristics described in each Product Schedule.
(b) Conexet does not warrant continuous, uninterrupted, or error-free availability, and may schedule planned maintenance from time to time. Where reasonably practicable, Conexet will provide advance notice of planned maintenance that is likely to materially affect Customers.
10.7 Changes to features and formats
(a) Conexet may, in its discretion:
(i) modify, add, or remove features of any Product;
(ii) introduce new functionality, including paid functionality;
(iii) discontinue legacy features, formats, or integrations;
(iv) change supported output formats, schemas, or interfaces; and
(v) alter compatibility with versions of Third-Party Services.
(b) Where Conexet discontinues a feature that is material to the Customer's use of a Product, Conexet will, where reasonably practicable, provide advance notice. Conexet has no obligation to maintain backward compatibility with any specific version of any Third-Party Service.
(c) Conexet may, from time to time, make beta, preview, or early-access features available to some or all Customers ("Beta Features"). Beta Features are provided on an "as is" basis, may be unstable, incomplete, or withdrawn at any time, and are excluded from any service availability commitments, support obligations, and refund eligibility. The Customer's use of Beta Features is at the Customer's own risk.
10.8 Third Party Services
(a) The Products interoperate with Third-Party Services, which are identified in each Product Schedule. Conexet is not affiliated with, endorsed by, or officially connected to any Third-Party Service provider unless expressly stated in writing.
(b) The Customer acknowledges and agrees that:
(i) the Customer's use of any Third-Party Service is governed by the terms of the relevant third-party provider, and not by this Agreement;
(ii) Conexet has no control over the availability, functionality, security, accuracy, or behaviour of any Third-Party Service, including any APIs, schemas, or file formats published or used by them;
(iii) Third-Party Services may be changed, deprecated, restricted, or discontinued by their providers at any time, with or without notice, and such changes may impair, disrupt, or prevent the operation of a Product; and
(iv) Conexet is not liable for any act or omission of any Third-Party Service or its provider.
11. Updates and Modifications
(a) Conexet may, at any time and from time to time, release updates, patches, hotfixes, improvements, or compatibility changes to any Product. Updates may:
(i) improve stability, security, or performance;
(ii) add, remove, or modify features or supported integrations and file formats;
(iii) adjust compatibility with Third-Party Services; and
(iv) introduce additional verification, telemetry, or licensing controls.
(b) Certain updates may require internet connectivity. The Customer authorises Conexet to install updates automatically.
(c) Conexet does not warrant or guarantee perpetual compatibility with any Third-Party Service, and is not obliged to continue supporting any specific version, format, or feature.
12. Customer Responsibilities
The Customer is solely responsible for:
(a) obtaining, maintaining, and securing all credentials, API tokens, and access required to connect any Product to any Third-Party Service;
(b) ensuring its hardware, operating system, network, and internet connection meet the minimum requirements published by Conexet from time to time;
(c) supervising, controlling, and authorising the use of each Product by its Authorised Users, and ensuring that they comply with the Agreement;
(d) maintaining secure, current, and complete backups of all Customer Data and operational data, independently of any Product;
(e) verifying the accuracy, completeness, and suitability of any output produced by a Product before applying it to any operational or production system;
(f) complying with all applicable laws, regulations, school board policies, and contractual obligations relating to the data it processes through any Product, including privacy, child-safety, and student-protection laws; and
(g) the consequences of any act or omission by an Authorised User as if it were the act or omission of the Customer.
Critical operational acknowledgement: the Customer acknowledges that Conexet's Products may produce outputs that are used in time-sensitive operational processes, including the commencement of a school day. The Customer must implement its own verification and monitoring procedures, and must not rely solely on any Product.
13. Security
(a) The Customer will be responsible for taking reasonable precautions for protecting the Product at all times from unauthorised access, use or damage.
(b) The Customer will indemnify Conexet for any Claim, cost or loss incurred, or damage arising as a result of or in connection with the unauthorised access, use or damage of the Product by the Customer or a third party.
(c) The Customer must notify Conexet as soon as practicable after becoming aware of any unauthorised use of or access to the Product.
(d) The Customer must provide reasonable assistance as requested by Conexet to assist Conexet to enforce its rights (including Intellectual Property rights) against any third party which is offending its rights.
14. Data and Privacy
14.1 Customer Data
(a) As between the parties, the Customer owns all right, title, and interest in and to the Customer Data.
(b) The Customer grants Conexet a non-exclusive, royalty-free licence to access, process, store, and transmit the Customer Data solely to the extent necessary to provide, maintain, support, and improve the Products and to perform Conexet's obligations under the Agreement.
14.2 Privacy
(a) Conexet handles personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and the Privacy Policy.
(b) The Customer warrants that it has obtained all necessary consents and provided all necessary notices required for Conexet to process the Customer Data, including any personal information relating to staff, students, or other individuals.
14.3 Security
(a) Conexet implements and maintains reasonable technical and organisational measures designed to protect the Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
(b) The Customer remains responsible for protecting and securing its own systems, devices, and credentials.
14.4 Aggregated data
Conexet may generate aggregated, anonymised, or de-identified data derived from the operation of the Products and may use such data for any lawful business purpose, including analytics, benchmarking, and product improvement, provided that such data does not identify the Customer or any individual.
15. Confidentiality
(a) The Customer must not make a public announcement relating to the Product, or Conexet without the prior written consent of Conexet, save as may be required by Law or by an order of a court of competent jurisdiction.
(b) The Customer must:
(i) use the Confidential Information only in accordance with the terms and conditions of the Agreement and subject to its rights to use the Intellectual Property under the Agreement;
(ii) keep the Confidential Information confidential and not disclose it or allow it to be disclosed to any third party except:
(A) with the consent of Conexet; or
(B) to officers, employees and consultants or advisors of the Licensee who have a need to know (and only to the extent that each has a need to know) and are aware that the Confidential Information must be kept confidential; and
(iii) take or cause to be taken reasonable precautions necessary to maintain the secrecy and confidentiality of the Confidential Information.
(c) The obligations of confidentiality under this Agreement do not extend to information that (whether before or after this Agreement is executed):
(i) is disclosed to a party to this Agreement, but at the time of disclosure is rightfully known to or in the possession or control of the party and not subject to an obligation of confidentiality on the party;
(ii) is public knowledge (but not because of a breach of this Agreement or any other obligation of confidence);
(iii) must be disclosed by law or order of any court, tribunal, authority or regulatory body or in connection with the enforcement of this Agreement or by the rules of a stock exchange; or
(iv) the Licensee discloses to a professional adviser of the Licensee on a confidential basis.
(d) On the expiry or termination of this Agreement, the Customer must:
(i) continue to keep confidential all Confidential Information; and
(ii) at Conexet’s request, return the Confidential Information or destroy and certify the destruction of the Confidential Information.
(e) The rights and obligations of the parties set out in this Agreement with respect to Confidential Information will survive termination of this Agreement.
16. Customer Indemnity
The Customer must indemnify and keep indemnified Conexet, its officers, employees, contractors, and agents (the "Indemnified Parties") against any Loss or Claim that the Indemnified Parties may incur as a result of or in connection with:
(a) the Customer’s use of the Products; or
(b) acts, omissions or negligence of the Customer or its employees, contractors, agents or affiliates; or
(c) any breach of a statute, common law or by-law by the Customer or its employees, contractors, agents or affiliates; or
(d) any breach of this Agreement, by the Customer or its employees, contractors, agents or affiliates; or
(e) the use of any Customer Data, including any claim that the Customer Data infringes, misappropriates, or violates any third party's rights or any applicable law.
17. Limitation of Liability
(a) Subject to Clause 17(b), and except as expressly provided to the contrary in this Agreement, all guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, relating to this Agreement or its subject matter are excluded to the maximum extent permitted by law.
(b) Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducement or representation, implied or imposed by any legislation which cannot lawfully be excluded or limited (Non-Excludable Provisions). This may include the Consumer Guarantees in the Australian Consumer Law.
(c) To the maximum extent permitted at law, Conexet’s maximum aggregate liability for all Claims under or relating to this Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, or under an indemnity, is limited to an amount equal to the Fees paid by the Customer under this Agreement.
(d) Subject to Clause 17(b), Conexet will not be liable to the Customer for any consequential, indirect or special loss or damage, loss of actual or anticipated profits or revenue, loss of business, business interruption, wasted costs the Customer has incurred, or amounts that the Customer is liable to pay its customers.
18. Suspension and Termination
18.1 Termination for convenience
Either party may terminate the Agreement (and the Customer's subscription to a Product) at the end of a Subscription Period by giving the other party at least fourteen (14) days' prior written notice.
18.2 Termination or suspension for cause
Conexet may suspend the Customer's access to any Product, or terminate this Agreement immediately by written notice, if:
(a) the Customer fails to pay any Fees when due, and does not remedy that failure within fourteen (14) days of written notice;
(b) the Customer commits a material breach of this Agreement and, where capable of remedy, does not remedy the breach within fourteen (14) days of written notice;
(c) Conexet reasonably suspects fraudulent activity, licence misuse, or unauthorised access in connection with the Customer's account; or
(d) the Customer is the subject of an Insolvency Event.
18.3 Consequences of termination
On termination, suspension or expiry of the Agreement (or the Customer's subscription to a particular Product):
(a) each party retains the rights it has against the other party in connection with any breach or claim that has arisen before termination;
(b) the Customer must return to Conexet all documents and other materials in any medium in its possession, power or control which contain information relating to Conexet’s Intellectual Property and/or the Product;
(c) the licence granted under clause 5.1 ceases immediately in respect of the affected Product, and the Customer must stop all use of that Product and remove (or, on request, allow Conexet to remove or deactivate) all copies of it from its devices;
(d) Conexet may deactivate the Licence Key and disable access to updates, validation services, and other cloud services for the affected Product;
(e) the Customer must pay all Fees accrued up to the date of termination;
(f) each party must return or, at the other party's option, destroy the other party's Confidential Information in its possession or control, except to the extent retention is required by law or in accordance with the terms of the Agreement; and
(g) Conexet is not obliged to provide any further services under Clause 10.
18.4 Retrieval by Customer
On expiry or termination of the subscription, the Customer is responsible for retrieving any outputs, logs, or configuration data stored locally on its devices before the subscription ends or the Licence Key is deactivated.
19. Force Majeure
(a) Notwithstanding any other provision of this Agreement, if either Party is prevented from performing all or any of its obligations under this Agreement by reason of Force Majeure (“Affected Party”):
(i) the other party will have no claim against the Affected Party under this Agreement, to the extent that the non-performance is due to the Force Majeure; and
(ii) if the Affected Party is unable to resume the performance of its obligations within a period of three (3) months from the date of the occurrence of the Force Majeure or the date when the occurrence of the Force Majeure first became apparent, either Party may terminate this Agreement by written notice.
(b) The Affected Party must give initial notice of the existence or occurrence of the Force Majeure to the other Party as soon as it is practicable to do so and in any case it must provide a more detailed notice within twenty eight (28) days of the Force Majeure being apparent which provides clear details of the event or occurrence claimed as Force Majeure and setting out particulars of the likely effects of the event or occurrence in question.
20. General Provisions
20.1 No Partnership or Agency
(a) Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
(b) Nothing contained in this Agreement must deem either party to be the agent of the other party. Neither party must engage in any conduct or make any representation which may suggest to any person it is for any purposes, the agent of the other party.
20.2 Entire agreement
This Agreement, together with each Order Form, Product Schedule, and the Conexet Policies expressly referenced in it, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral. The Customer acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in this Agreement.
20.3 Variation
(a) Conexet may amend any Product Schedule, or any Conexet Policy from time to time by posting an updated version on its website or by giving notice to the Customer. The Customer's continued use of any Product after the effective date of the amended document constitutes acceptance of the amendments.
(b) Subject to Clause 20.3(a), the Agreement may only be varied by written agreement, as mutually agreed by the parties.
20.4 Assignment
(a) The Customer must not assign, novate, or otherwise transfer any of its rights or obligations under this Agreement without Conexet's prior written consent.
(b) Conexet may assign, novate, or transfer the Agreement, in whole or in part, to any related body corporate or in connection with a sale of its business or assets.
20.5 Notices
(a) Notices under this Agreement must be in writing and sent to the address or email address last notified by the receiving party.
(b) Notices to Conexet must be sent to admin@conexet.com.au.
(c) Notices are deemed received: (a) if delivered by hand, on delivery; (b) if sent by post, three business days after posting; and (c) if sent by email, when the sender's system records successful transmission.
20.6 Severability
Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
20.7 Waiver
The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
20.8 Governing Law
This Agreement is governed by the law in force in the Governing Law State. The parties submit to the non-exclusive jurisdiction of the courts of the Governing Law State and any courts which hear appeals from those courts in respect of any proceedings in connection with this Agreement.
20.9 Electronic acceptance
This Agreement may be accepted electronically, including by clicking "I agree" or by installing or using a Product, and such acceptance has the same legal effect as a signature.
Customer acknowledgement: by installing, activating, or using any Product, the Customer confirms that it has read, understood, and accepted the Agreement, which includes the documents referred to in clause 2 of these Terms.
Conexet Pty Ltd
ACN: 697 521 912 | ABN: 73 697 521 912
Contact: admin@conexet.com.au
Page updated 01/06/2026