Graphisoft Terms & Conditions

1.SOFTWARE

Graphisoft Pty Limited (ACN 052 832 014) (Graphisoft) has been provided with a licence to distribute ArchiCAD by Graphisoft SE (Software) and to provide services in relation to the Software. The terms of the licence granted to You for the Software are set out in an "End User Licence Agreement" (EULA). These EULA's are made available on the original supplier's website or when downloading the Software.

The terms of the EULAs applicable to the items set out in Your attached quotation are incorporated by reference into this agreement in full. Where the terms of the EULA and this agreement are inconsistent this agreement will prevail. Graphisoft is (where appropriate) entitled to all the rights attached to the licensor or similar under the EULA.

2. SERVICES

2.1. General

Graphisoft provides a Software Subscription Service. If You subscribe for the Software Subscription Service Graphisoft will provide You with the following Services:

(a) reasonable access to the Graphisoft "help-desk" function during business hours accessible via the following number: (Australia) 1300873246;

(b) supply of new releases of software and access to service packs; and

(c) other services as listed on the Graphisoft website www.graphisoft.com.au under "Select Subscription Agreement" from time to time.(each a Service and together the Services).

2.2. Additional Services

Graphisoft separately provides Additional Services including:

(a) training courses (Training);

(b) installation support in respect of certain Software (Installation);

(c) consulting services; and

(d) other services as agreed with You from time to time,

(each an Additional Service and together the Additional Services).

The Additional Services may incur an additional fee as set out in the applicable quote or statement of work and may be subject to further terms and conditions which will be made available to You as appropriate.

2.3. Training

(a) Full payment is required prior to securing a seat on a scheduled / custom course.

(b) Training must be taken within 12 months of purchase.

(c) A rebooking fee of $140 + GST per person will apply for any cancellation or change of booking date. In the case of less than 7 days notice of cancellation or change of booking date, Graphisoft reserves the right to charge an additional 25% of the full cost of training.

(d) Graphisoft reserves the right to cancel, postpone or reschedule any Training prior to the scheduled Training date.

2.4. Installation

Graphisoft recognises that You may require assistance installing the Software. The provision of assistance with installation is an Additional Service and will be arranged with You at the time that You place Your order for the Software & Additional Services.

3. FEES & PAYMENT

3.1. Software & Services Fee

As consideration for the provision of the Software, the Services and/or the Additional Services, You must pay to Graphisoft the amount or amounts set out in the quotation or statement of work accompanying this agreement (Quoted Amount).

3.2. Payment Terms

Unless otherwise agreed in writing between You and Graphisoft:

(a) the full Quoted Amount is due on receipt of invoice; and

(b) Graphisoft will ship products or provide the Services once the Quoted Amount is received from You.

3.3. Interest on unpaid amounts

In the event that You maintain an account with Graphisoft and You fail to pay any amount, as and when due, Graphisoft reserves the right to charge interest on any outstanding amount at the rate of 12% per annum.

4. REFUND AND REPLACEMENT POLICY

In accordance with the Australian Consumer Law, where the Software purchased has a major failure You are entitled to a replacement, refund, repair or compensation for the drop in value caused by the major failure. Major failures (more fully described in the Australian Consumer Law) include:

(a) the Software is substantially faulty;

(b) the Software is significantly wrongly described; or

(c) the Software is substantially unfit for purpose.

Where there is a major failure in the provision of any Services or Additional Services you are entitled, at your election, to a refund, resupply of the services or to cancel the relevant agreement. Where there is a minor failure in respect of the Software or the provision of Services or Additional Services You may be entitled to the above mentioned remedies however the nature of any remedy will be at Graphisoft's election.

Graphisoft is not required to provide a replacement or refund if You simply change your mind.

You will be required to provide Your receipt for proof of purchase before a replacement or refund is granted by Graphisoft. You may contact Graphisoft's customer services team by email or phone to discuss the replacement or refund of Your purchased Software.

5. TERMINATION

Graphisoft may terminate this agreement:

(a) where You fail to pay any amount in relation to the Software, Services or the Additional Services as and when due;

(b) where You are in breach of this agreement and fail to remedy that breach within 15 days of being notified of such breach; or

(c) on 90 days' notice in writing to You.

6. LIMITATION OF LIABILITY

6.1. Limited Warranty

Subject to clause 4, the EULA and the Australian Consumer Law, Graphisoft does not give any representations or warranties in relation to the Software, the Services or the Additional Services, including that the Software, the Services or the Additional Services will meet Your specific requirements or that the operation of the Software will be completely uninterrupted or completely error free or that any internet tool, Service or Additional Service will be 100% secure.

6.2. Limitation of Liability

Graphisoft's total liability to You in relation to any matter connected with this agreement or the subject matter of this agreement, whether arising in contract, tort (including negligence), under a statute or otherwise is limited as follows:

(a) in the case of Software supplied pursuant to this agreement, to any one or more of the following at Graphisoft's discretion in respect of a minor failure and Your election in respect of a major failure:

(i) the replacement of the Software or the supply of equivalent goods;

(ii) facilitate the repair of the Software with the original producer;

(iii) the payment of the cost of replacing the Software or of acquiring equivalent

goods; or

(iv) the payment of the cost of having the Software repaired;

(v) compensation for the drop in value of the Software; and

(vi) in certain circumstances compensation for reasonably foreseeable loss or damage (as provided under the Australian Consumer Law); or

(b) in the case of Services or Additional Services supplied pursuant to this agreement, any one or more of the following at Graphisoft's discretion in respect of a minor failure and Your election in respect of a major failure:

(i) the supply of the Services or Additional Services again;

(ii) the payment of the cost of having the Services or Additional Services supplied

again; or

(iii) the return to You of the Quoted Amount paid by You to Graphisoft in respect of the Services or Additional Services; and

(iv) in certain circumstances compensation for reasonably foreseeable loss or damage (as provided under the Australian Consumer Law).

6.3. Disclaimer

Without limiting the provisions of this clause, clause 4 and to the extent permitted by law, Graphisoft is not liable to You, whether before or after the termination of this agreement, in respect of any loss or damages whatsoever, whether arising in contract, tort (including negligence), pursuant to any statute or otherwise, sustained by You or any other person in relation to any matter connected with this agreement or subject matter of this agreement.

Such loss or damage shall include, without limitation, loss of profits and loss or damages caused by a breach of this agreement (including, but not limited to, claims for nonconforming Services, Software or Additional Services, claims for loss of data, goodwill, use of money or use of the Software, Services or Additional Services, late delivery, interruption in use, corruption or availability of data, stoppage of other work or impairment of other assets), the negligence or wilful act or default of Graphisoft or others, whether consequential or otherwise and whether or not such loss or damage is reasonably foreseeable.

6.4. No Reliance

You acknowledge and confirm to Graphisoft that at the time of entering into this agreement, You are not relying on any representation made by Graphisoft or any of its officers, employees, contractors or subcontractors that has not been stated expressly in this agreement, the EULA, the marketing materials provided or as is required under the Australian Consumer Law.

7. ASSIGNMENT

(a) Graphisoft may, in its absolute discretion, assign its financial entitlements and/or benefits under this agreement to anyone without the approval of You.

(b) The Software Licence is personal to You and may not be assigned, transferred, sublicensed, sold or otherwise disposed of at any time without the prior written consent of Graphisoft.

8. COMPLAINTS

You may make a complaint about the Software, the Services or the Additional Services provided by Graphisoft by emailing our customer service team.

All complaints must be made in writing and must set out the details of the complaint.

We treat all complaints seriously and will use all reasonable endeavours to respond to your complaint within 30 days to seek to resolve your complaint in a timely and friendly manner.

9. GENERAL

No variation of this agreement will be binding on the parties unless in writing andsigned by both parties.

This agreement is governed by and construed in accordance with the laws of the State of New South Wales and Commonwealth of Australia and the parties submit to the exclusive jurisdiction of the courts of that State and Commonwealth of Australia.

10. DEFINITIONS

You means the entity named in the quotation as being the prospective purchaser of the Software, the Services or the Additional Services and the person who is therefore the counterparty to this agreement and the applicable EULA.