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Software Licence Agreement

To proceed to download Locus Settlement Adjuster, read the licence agreement below then click on the “I agree” button at the bottom of this page.

Installing or using the Locus Settlement Adjuster Software binds you to the terms of this agreement as set out below.

1. DEFINITIONS
  "Accompanying documentation and materials," means any documentation and materials supplied by Locus with the Locus Settlement Adjuster to assist with the operation and maintenance of the Locus Settlement Adjuster.
  "Client" means you, the user of the Locus Settlement Adjuster.
  "Council Rates" means any ordinary rates or special rates levied by a Local Council under the legislation in force in the State or Territory for which Settlement Adjuster is configured to operate. For example; the Local Government Act NSW, 1993.
  "CPU" means a computer-processing unit that is compatible with the Locus Settlement Adjuster and the Locus System Description.
  "Intellectual Property Rights" means all rights, whether registrable, registered or unregistered in any patent, trademark, trade name, business name, company name, copyright, registered, or other design right or circuit layout right or any applications for or rights to obtain or acquire any such rights.
  "Land Tax" means the rate of land tax prescribed under the relevant legislation in force in the State or Territory for which Settlement Adjuster is configured to operate. For example, the Land Tax Act, NSW, 1956 as levied and recovered under the Land Tax Management Act NSW, 1956.
  "Locus" means Reed International Books Australia Pty Ltd Trading as Locus (ABN 70 001 002 357) of Level 3, 189 Kent Street, Sydney, NSW 2000.
  "Locus Settlement Adjuster" means the Locus Settlement Adjuster Software contained on the Locus Settlement Adjuster Software CD accompanying this licence agreement.
  "Locus Settlement Adjuster Code" means the code given by Locus to the Client on the payment of the Locus Settlement Adjustment License fee in accordance with clause 4.
  "Locus Settlement Adjuster Licence Fee" means the licence fee paid by the Licencee to Locus to obtain a perpetual non-exclusive licence to use the Locus Settlement Adjuster.
  "Locus System Description" means the description of the Locus Settlement Adjuster that is in effect at the time that the Settlement Adjuster software is supplied to the Client.
  "Water Usage Rates" means any water usage charges levied under the relevant legislation in force in the State or Territory for which Settlement Adjuster is configured to operate. For example; Water Board (Corporatisation) Act 1994, Hunter Water Board (Corporatisation) Act 1991, the Water Supply Authority's Act 1987 or Local Government (Water, Sewerage and Drainage) Regulation 1993.
2. PURPOSE
2.1. The Locus Settlement Adjuster is designed for use in the production of settlement sheets, settlement statements or statements of adjustments in conveyancing matters.
2.2. The Locus Settlement Adjuster is intended for use by an employee of the Client under the supervision of a suitably qualified lawyer employed by the Client for calculating and adjusting the apportionment of consideration in conveyancing matters ("The Purpose").
3. LICENCE
3.1. Locus grants the Client a non-exclusive licence to use the Locus Settlement Adjuster for the Purpose on one CPU except where the applicable multi-user licence fee is paid.
3.2. This Licence is non-transferable and non-exclusive to the Client.
3.3. The Client shall not use the Locus Settlement Adjuster on more than one CPU (except where the applicable multi-user licence fee is paid) or for any marketing or redistribution activities.
4. TERM
4.1. The term of this Licence is 30 days.
4.2. The Locus Settlement Adjuster has been programmed to cease operation at the end of the 30th day of use ("the 30 day period").
4.3. If the Client wishes to purchase a licence for the Locus Settlement Adjuster to retain and use the Locus Settlement Adjuster in perpetuity it should be before the end of the 30 day period: -
 

(a)

 Notify Locus in writing (order or email) of its intention to obtain such a licence;
  (b) Pay to Locus the applicable Locus Settlement Adjuster Licence Fee.
4.4 When the Client has fulfilled its obligations under clause 4.3, Locus will provide the Client with the Settlement Adjuster Code to enable the Settlement Adjuster software for continued operation.
5. INTELLECTUAL PROPERTY
5.1. Locus retains the Intellectual Property Rights in the Locus Settlement Adjuster, and all accompanying documentation and materials.
5.2. The Client may make copies of the Locus Settlement Adjuster to serve its internal needs for systems back up and security. All copies of the Locus Settlement Adjuster and accompanying documentation and materials shall be and remain the propertyof Locus.
5.3. The Client shall mark all copies of the Locus Settlement Adjuster and the accompanying documentation and materials with a notice which contains information including the following:
  (a) Identification of Locus' ownership of the Locus Settlement Adjuster software and the accompanying documentation and supporting materials;
  (b) The confidentiality of the Locus Settlement Adjuster; and
  (c) Such other information as Locus requires.
6. WARRANTY
6.1. Locus warrants that provided the Locus Settlement Adjuster is used in accordance with the instructions, it will perform in accordance with the Locus System Description applicable at the time of installation of the Locus Settlement Adjuster.
6.2. Locus warrants that the Locus Settlement Adjuster will perform substantially in accordance with the Locus System Description for a period of 90 days from the date of acquisition of the Locus Settlement Adjuster by the Client.
6.3. If, within 90 days after the date of acquisition of the Locus Settlement Adjuster by the Client, the Client notifies Locus in writing:
  (a) that the Locus Settlement Adjuster is not performing substantially in accordance with the Locus System Description; and
  (b) defines the claimed deficiencies with sufficient particularity to enable Locus to identify them, Locus shall examine the Locus Settlement Adjuster as soon as practicable after such notice and rectify any defect or replace the Locus Settlement Adjuster software.
6.4. The warranty contained in clause 6.3:
  (a) Is subject to the Client having fully complied with its obligations under this Licence Agreement;
  (b) Is not a warranty that the results obtained from the Locus Settlement Adjuster will be in accordance with the Client's expectations; and
  (c) Does not operate where the substantial non-performance arises in any respect from the installation of the Locus Settlement Adjuster, the nature of the operation of the equipment on which the Locus Settlement Adjuster is used or the use of any materials or software not provided by Locus.
6.5. Locus gives no warranty on the hardware, operating systems or other software or components or on customised work performed by any persons to operate on third party applications or operating systems.
6.6. To the maximum extent permitted under applicable law, Locus and its suppliers' entire liability and the Client's exclusive remedy under this warranty is at Locus' option, either:
  (a) Repair or replacement of the Locus Settlement Adjuster which does not meet this warranty and which is returned to Locus with a copy of the Client's receipt; or
  (b) Refund of the licence fee paid.
  This warranty is void if failure of the Locus Settlement Adjuster has resulted from accident, abuse or misapplication. Any replacement Locus Settlement Adjuster will be warranted for the longer of either:
  (a) The remainder of the original warranty period; or
  (b) 30 days.
7. CLIENT RESPONSIBILITIES
7.1. The Client undertakes to ensure that the Locus Settlement Adjuster is used in accordance with the accompanying documentation and materials.
7.2. The Client acknowledges that the functions of careful day to day control and operation of the Locus Settlement Adjuster to ensure conformity with statutory requirements, security and systematic checking for accuracy can only be performed by suitably qualified persons and are the Client's responsibility.
7.3. The Client accepts responsibility for continuously checking and supervising the use and security of the Locus Settlement Adjuster and to maintain adequate security and backup copies of the Locus Settlement Adjuster and all related data files.
7.4. The Client acknowledges that the manner in which the Locus Settlement Adjuster performs calculations for items such as Land Tax, Water Usage Fees and Council Rates are controlled by the Client's choice of calculation method and that the accuracy of the results produced by using the Locus Settlement Adjuster will depend on the competence of the Client's professional and administrative staff and systems operators in adhering to the proper procedures with which the Locus Settlement Adjuster is used and supervised.
7.5. Locus accepts no responsibility consequential or otherwise for any error, failure, delay, additional cost, misuse, incorrect data or output which results from inefficient use of the Locus Settlement Adjuster, inadequate control, back-up or audit, hardware malfunctions, accident or any other cause.
8. LIMITATION OF LIABILITY
8.1 Locus shall not be liable for any circumstances affecting the Client's performance of its services that are caused by factors beyond Locus' reasonable control.
8.2 (a) Except as set out in clause 8.2(c), all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the services of this agreement, which are not expressly stated in the clauses of these terms are expressly excluded.
  (b) Except as set out in clause 8.2(c), Locus' liability to the Client for any breach of this agreement, or in connection with this agreement, shall be limited to repayment of the Locus Settlement Adjuster Licence fee paid by the Client to Locus in consequence of this agreement. Locus shall not be under any further liability to the Client in respect of any loss or damage (including consequential loss or damage) however caused (whether by Locus' negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of the services or this agreement.
  (c) Where any act of Parliament implies in this agreement any term, condition or warranty, and that act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under, such term, condition or warranty, shall be deemed to be included in this agreement. Locus' liability for any breach of such term, condition, or warranty shall be limited at Locus' option, to:
    (i) replacement or repair of the Locus Settlement Adjuster; or
    (ii) repayment of the licence fee paid to Locus for the Settlement Adjuster.
9. EXCLUSION OF LIABILITY AND DAMAGES
9.1. The following is without prejudice to any rights the Client may have at law, which cannot legally be excluded or restricted. The Client acknowledges that no promise, representation, warranty or undertaking has been made or given by Locus (or its suppliers) or by any person or company on their behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the Locus Settlement Adjuster or written materials.
9.2. The Client acknowledges that he, she or they have relied upon their own experience, skill and judgment in deciding to acquire the Locus Settlement Adjuster, any accompanying hardware, manuals and written materials or support services. Except as, and to the extent provided in this agreement, neither Locus nor its suppliers nor any other related company will in any circumstances be liable for any damages whatsoever including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect or consequential loss arising out of use, or inability to use, or supply, or non-supply of the Locus Settlement Adjuster or any accompanying written material.
9.3. Locus' total liability under any provision of this agreement is in any case limited to the licence fee paid by the Client for the Locus Settlement Adjuster.
10. STORAGE AND NETWORK USE
10.1. The Client may choose to store or install a copy of the Locus Settlement Adjuster on a storage device such as a network server used to run the Locus Settlement Adjuster on other CPU's over an internal network. The Client must acquire and dedicate an additional licence for each separate CPU on which the Locus Settlement Adjuster is run from the storage device. A licence for the Locus Settlement Adjuster may not be shared or used concurrently on more than one CPU.
11. REVERSE ENGINEERING
11.1. The Client may not reverse engineer or decompile or disassemble the Locus Settlement Adjuster, nor permit access to others for any purpose.
12. TERMINATION
12.1. Without prejudice to any other rights, Locus may terminate this licence agreement if the Client fails to comply with the terms of the licence agreement. In such event, the Client must destroy or return to Locus all copies of the Locus Settlement Adjuster and all related documentation and materials.
13. LOCUSCARE SUPPORT SERVICES AGREEMENT
13.1. If the Client has entered into a LocusCare Agreement, Locus' entire liability regarding support services shall be governed by the terms of that agreement and not by the terms of this agreement.
14. JURISDICTION
14.1. The laws of New South Wales govern this agreement.
15. MODIFICATIONS
15.1. The Client shall not modify the whole or any part of the Locus Settlement Adjuster or combine or incorporate the whole or any part of the Locus Settlement Adjuster in any other program or system without the prior consent in writing of Locus.
15.2. If the Locus Settlement Adjuster is modified in accordance with the preceding clause 15.1, the modifications shall, unless Locus directs otherwise, be made in accordance with a written proposal submitted by the Client to Locus and approved in writing by Locus.
15.3. The Client shall fully indemnify and hold harmless Locus against any liability incurred if the said modifications infringe the Intellectual Property Rights of a third person.
15.4. The Locus Settlement Adjuster as modified remains the property of Locus.
15.5. This agreement shall continue to apply to the Locus Settlement Adjuster as modified.
16. RISK
16.1. Risk of loss or damage to the Locus Settlement Adjuster, the media and the associated documentation and materials shall pass to the Client upon delivery of the Locus Settlement Adjuster to their location or to the carrier nominated by the Client.
17. INDEMNITY
17.1. Locus warrants that it has the right to grant the licence to the Client.
17.2. Subject to clause 17.3, Locus shall indemnify and hold harmless the Client against any claim made against the Client by a third party alleging that the Locus Settlement Adjuster infringes the copyright of that third party.
17.3. Locus shall not be liable to the Client under clause 17.1 or clause 17.2 if:
  (a) the Client does not notify Locus of the other person's claim of infringement of copyright within seven days after becoming aware of the claim;
  (b) Locus' ability to defend the claim has been prejudiced by the Client's non-compliance with any of its obligations under this agreement;
  (c) the Client does not give Locus reasonable assistance in defending the claim;
  (d) the claim has arisen because of the use of the Locus Settlement Adjuster in combination with equipment, materials or computer programs not supplied or approved by Locus; or
  (e) the Client does not permit Locus to have control of the defence of the claim and all related settlement negotiations.
17.4 Without limiting any other rights the Client may have, if it is determined by any independent tribunal or fact or law or if it is agreed between the parties to the dispute that an infringement of intellectual property rights of a third party has occurred, Locus will at its discretion and sole expense:
  (a) modify the Locus Settlement Adjuster or the relevant components of the Locus Settlement Adjuster in order to avoid continuing infringement; or
  (b) procure for the Client the right to continue to use the Locus Settlement Adjuster or the relevant component of the Locus Settlement Adjuster; or
  (c) Refund the licence fee paid.
18. ASSIGNMENT
18.1. Neither party shall assign, whether in whole or part, the benefit of this agreement or any rights or obligations hereunder, without the prior written consent of the other party.
19. WAIVER
19.1. No forbearance, delay or indulgence by a party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
20. ENTIRE AGREEMENT
20.1. This agreement supersedes all prior agreements, arrangements and undertakings between the parties relating to the Locus Settlement Adjuster and constitutes the entire agreement between the parties. No addition to or modification of any provision of this agreement shall be binding upon the parties unless made by written instrument signed by a duly authorised representative of the party.
21. SEVERABILITY
21.1. Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement.
22. NOTICE
22.1. A notice to be given by a party to another party under this agreement must be:
  (a) in writing;
  (b) directed to the recipient's address as notified in writing or as varied by written notice; and
  (c) left at or sent by prepaid registered post or hand delivery to that address and will be deemed to be duly given;
  (d) on the day of delivery if by hand; or
  (e) 3 days after the date of posting by prepaid registered post, as the case may be.
22.2. The provisions of this clause 22. are in addition to any other mode of service permitted by law.
23. GST
23.1 The Client must pay Locus:
  (a) The licence fees (other than taxes, duties, fees or charges on the income of Locus) that may be charged or imposed on this agreement or on the licensed copies of the Software or the Services.
  (b) "GST" means a goods and services tax, consumption tax, value added tax, retail turnover tax or a tax of a similar nature.
  (c) "Input Tax" means an amount equal to the amount of GST paid or payable for the supply of any thing acquired.
  (d) "Primary Payment" means any payment by the Client to Locus of any fees or other amount payable by the Client to Locus under this agreement.
  (e) "Tax Invoice" means an invoice in the format required by the law and which also shows the amount of the GST payable by Locus in respect of the relevant Primary Payment.
  (f) If Locus is liable by law for any GST on any Primary Payment, the Client must pay to Locus the amount of the GST.
  (g) The Client must pay to Locus any amount of GST that is payable by Locus under this agreement, at the same time and in the same manner, as the Client is required to pay the Primary Payment to which the amount of GST relates.
  (h) Locus may issue to the Client, a Tax Invoice in accordance with the requirements of the law relating to GST.
  (i) If Locus refunds to the Client any amount under this agreement, Locus must also refund to the Client an amount in respect of any GST paid by the Client.
You must agree to the above software licence agreement to proceed to the download area.
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All Locus software and services are subject to acceptance of a formal proposal and compliance with the LocusCare Service Arrangements.
 Edition: LexisNexis Australia
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