LITERATU TERMS of SERVICE

(To be read in conjunction with Service Level Agreement)

  1.  Licence and provision of products and services

 Subject to Customer’s acceptance of the terms and conditions of the Agreement, Literatu grants to Customer a non-exclusive, non-transferable licence to use the Service during the term of this Agreement for Customer’s internal use only (“Licence”).

The Licence is only granted for the Products listed in Schedule 1, Item 1.1 of the Service Agreement. The Customer is not licensed or otherwise authorised to use any part of the Product or Service not explicitly defined in the Service Agreement.

 The Products covered by these Service Terms are fully owned and supported by Literatu.

 1.1  Support services 

Literatu will provide the support services described in Item 1.1 of Schedule 1 of these Service Terms to the Customer in relation to the Service (Support Services). Literatu has no obligation to provide any other support services or assistance to Customer other than the Support Services.

1.2  Additional services 

Customer may request that Literatu provide additional services outside the scope of the Support Services (“Additional Services”). Literatu shall consider these requests as an additional charge to Customer and may accept or reject these requests in its sole discretion. 

If Literatu accepts a request to provide Additional Services, Literatu will notify the Customer and the Additional Services will be provided on the terms of the Agreement and charged in accordance with clause 7.2 unless otherwise agreed by the parties in writing.

 

1.3 Cloud Hosting

Literatu delivers Products and Services to Customer via Cloud Hosting Services (Cloud). Where Customer accesses Literatu and Services via Cloud, this clause shall apply.

 Provision of Services

​a. During the term of the Agreement, Literatu will provide Customer Products and Services in the manner specified in Schedule 3.

  1. If any consents (which may include, without limitation, consents for Literatu to access, use, store and disclose Customer Data) are required for Literatu to provide Products and Services on the Cloud, Customer must procure those consents for Literatu. Literatu’s obligations to provide Cloud services are conditional on those consents having been procured. Customer shall comply with Literatu’s reasonable requests for confirmation of these consents having been procured.
  2. Literatu may configure its system for providing access to the Cloud and deliver internal technical support at its discretion. Customer agrees to comply with such access and use procedures (including as to communications and security) as Literatu notifies Customer from time to time.
  3. Customer must provide its own Access Facilities and ensuring that the Access Facilities do not at any time adversely affect Literatu, the Service or the Cloud (including transmission of any virus or similar thing) and are otherwise reasonably appropriate for use in conjunction with the Cloud and the Service.
  4. If Customer’s use of the Cloud and/or the Service causes undue performance loss, or impairs or threatens to impair the continued proper functioning of Literatu equipment or software or that of any of Literatu’s suppliers, the provision of the Cloud and/or the Service to Customer may be suspended without notice.

Cloud Service levels

f.  Subject to the terms of this Agreement and during the term of this Agreement Literatu shall provide the Cloud in accordance with the Cloud Hosting provisions defined in Schedule.

Maintenance of the Solution

  1. Customer acknowledges and agrees that Literatu may suspend access to, and use of, the Cloud and the Service in order to coordinate scheduled work on Literatu’s infrastructure used to provide access to the Service (Scheduled Maintenance). Except where Literatu is required to undertake urgent repairs or maintenance or suspend access to the Service by law, Literatu will:
           i . provide the Customer with reasonable notice of the Scheduled Maintenance; and
           ii. use reasonable endeavours to schedule the Scheduled Maintenance for a time which minimises the impact of the suspension on  Customer’s access to, and use of, the Cloud and the Service.

Customer data

  1. Literatu shall on reasonable notice, if requested by Customer, make Customer Data and related data, documentation or records maintained on behalf of Customer available for inspection by Customer or Customer’s auditors. Customer agrees to pay any reasonable charges invoiced by Literatu for providing this access.
  2. Literatu makes backup copies of all Customer Data.
  3. All Customer data is, and remains, the property of each Customer. Each party must ensure, to their best ability, that the Customer Data remains the property of the Customer, and remains at all times, free of any lien, charge or other encumbrance.
  4. Literatu will use commercial best efforts, during the Term, to ensure:
  1. the Customer has access at all times to the Customer Data, from within the Software, whilst in the possession or under the control of Literatu; and 
  2. the Customer has access to the Customer Data at any time, and such access is provided without condition or additional charge
  3. the Customer may request extraction or representation of the Customer Data in a different format as is otherwise provided by the Software, such a request will be treated as an Additional Service.
  1. Literatu:
  1. will use commercial best efforts to implement security measures, and take all reasonable steps, to ensure that Customer Data is protected against outside misuse, interference and loss, and from unauthorised access, modification or disclosure, including undertaking any staff training as may be required at Customer’s request and expense; and
  2. will provide and observe such additional security measures as may be reasonably requested by the Customer at the Customer’s expense.
  1. Literatu must immediately:
  1. notify the Customer of any actual, suspected or potential breach of clause 1.3(l); and
  2. immediately take all reasonable steps to prevent or stop a suspected or actual breach of this clause 1.3(n), and take all reasonable steps to mitigate the consequences of such suspected or actual breach. 

Availability

  1. Customer accepts that circumstances may arise where Literatu is unable to provide the Cloud, and consequently the Service, under the Agreement to the Customer. Literatu agrees to use its best endeavours to provide all services in accordance with the Agreement.
  2. In the event that the Cloud is unavailable for a continuous period in excess of eighteen hours on a Business Day (or consecutive Business Days) Literatu will give Customer a fee credit which reflects the proportion of the fees attributable to the time during which the Cloud was unavailable.
  3. The credit provided for by clause 1.3 (o) shall be calculated in good faith by Literatu with reference to the particular services which were unavailable, the time during which any of the services, were unavailable and the number of locations at which any of the services were unavailable. For the avoidance of doubt any credit will be calculated on the value of the Cloud only and not the entire Fee for the Service.
  4. The Customer agrees that except as set out in clause 1.3(n,o,p) Literatu will not be liable to the Customer for any claim, loss or damage whether direct or indirect arising out of Literatu’ failure to supply any Services.

Unexpected Circumstances

  1. The Customer will not hold Literatu responsible for any delay or disruption in the provision of the Cloud in accordance with the Agreement due to circumstances beyond the control of Literatu. Examples of such circumstances may include but not necessarily be limited to the following:
  1. government  directions;
  2. acts of God or terrorism
  3. unavailability or suspension by the Carriers;
  4. acts or omissions by third parties.
  1. Term

​This Agreement commences on the Service Agreement date and continues for the period(s) identified in clause 2 of the Service Agreement (“Term”).

  1. Restrictions

Except to the extent permitted by the Agreement and by law, Customer must not modify, copy, duplicate, reproduce, merge, combine with any other products, reverse engineer or decompile the whole or any part of the Service without the prior written consent of Literatu.

Where the parties agree the Products purchased by the Customer include On-premise hosting the Customer may make one copy of the software for backup or archival purposes.

​4. Intentionally Blank

  1. Acceptable use

Customer must not make or permit any use of the Service in a way which in Literatu’s reasonable opinion is unacceptable, including where: 

  1. it involves the publication, communication or recording of anything which is false, defamatory, harassing or obscene;
  2. it involves the communication of unsolicited commercial electronic messages;
  3. it would involve the contravention of any person’s rights (including Intellectual Property Rights);
  4. it may contravene any applicable laws;
  5. it involves removing or modifying any Service markings or any notice of Literatu’ rights;
  6. it involves making programs or materials resulting from the Service available to any third party for use in the third party’s business;
  7. it involves commercially exploiting any part of the Service (including by making it available to any third party); or
  8. it involves distributing or transmitting any part of the Service by any means.

Customer agrees that Literatu may immediately suspend Customer’s right to use all or any parts of the Service, and remove or disable access to any person that contravenes the restrictions in this clause 5 or is otherwise in breach of the Agreement.

Literatu is not liable to Customer under the Agreement or otherwise if and to the extent Customer’s use of the Service is contrary to any laws, regulations or rules (including those regarding privacy, intellectual property and working with children) or any third party rights.

  1. Customer’s Other Obligations 

6.1 Access to Facilities and Employees and Obligation to Cooperate

Customer shall provide Literatu with access to Customer’s premises, equipment and employees, and shall cooperate with Literatu, as reasonably necessary for Literatu to perform its obligations under the Agreement (including by performing to the Customer Responsibilities set out in Item 2.1 of Schedule 2 of these Service Terms).

6.2 Data Security

In connection with the operation of the Service, Customer shall use reasonable efforts to prevent unauthorised third parties from accessing the Services. Literatu hosts all Software on Microsoft Azure cloud services and data centres. All locations and secure hosting platforms are located in Australia for Australian Customers.

Customer shall maintain (and Literatu shall have no responsibility to provide or maintain) adequate technical and procedural access controls and system security requirements and devices, necessary to ensure data privacy, confidentiality, integrity, authorisation and virus detection and eradication.

Customer agrees that the access rights of any individual user permitted to use the Services (for example on a named or password-enabled basis) cannot be shared or used by more than one individual.

6.3 Data backup

Literatu and or Host provider is responsible for Cloud backup.

6.4 Data quality

Customer agrees that it has sole responsibility for the accuracy, quality, integrity, legal compliance, reliability and appropriateness of all content uploaded to, processed using, or generated through the Service. Literatu shall have no obligation to ensure data quality or any liability in relation to any defect, error, inaccuracy or other failure in such data.

  1. Fees and expenses

In consideration for grant of the license and the use of the Service the Customer will pay Literatu the license fee or fees as identified in Clause 3 and Item 1.1 of Schedule 1 of the Service Agreement (License Fee).

7.1 Licence and Support Fee 

The Fee shall be payable annually in advance and may be invoiced by Literatu no sooner than 60 days prior to the start of that contract year, with a due date no sooner than 30 days prior to that contract year.

The Fee is calculated by Literatu in good faith based on Customer’s total number of current enrolled students or as negotiated with Literatu.

Literatu may increase the Fee not more than once per annum by a percentage equal to the percentage increase in the Australian Consumer Price Index over the previous 12 months.

7.2 Additional Services fees 

The fees payable for each Additional Service agreed by the parties under clause 4 of these Service Terms are bought in blocks of hours as follows and expire in 12 months. Additional packs can be purchased as needed :

10 hour pack     $1600 ex GST

20 hour pack     $3100 ex GST

40 hour pack     $6000 ex GST

A minimum of three hours is used when a Literatu team member visits the Customer’s premises, otherwise hours are used in 15 mins increments for any work performed by Literatu outside the Support Services. Onsite visits are made by prior arrangement with the Customer.

Additional travel charges will apply for Literatu onsite visits at the following rates:

  • Flights at cost
  • Accommodation at costs

The fees and expenses for Additional Services are payable by Customer on a monthly basis in arrears and shall be invoiced by Literatu no sooner than the last day of the calendar month to which the fees relate.

Literatu may increase the fees for Additional Services at any time by updating these Service Terms.

7.3 Expenses

Customer will reimburse Literatu’ reasonable out-of-pocket expenses in connection with the delivery of the Support Services and Additional Services subject to Literatu providing written receipts or other written evidence of the expenses. Literatu must notify the Customer of anticipated expenses prior to the delivery of the Support Services and Additional Services.

  1. Customer to provide information

8.1 Customer to provide student numbers

Customer must provide Literatu with such information as is reasonably required by Literatu to calculate the Fee in accordance with clause 7.1.

  1. Intellectual property

Nothing in this Agreement affects any transfer or assignment in ownership of any Intellectual Property Rights in the Service or any item which exists prior to the date of this Agreement, or any content uploaded to, processed using, or generated through the Service by Customer and its authorised users.

Literatu will own any Intellectual Property Rights in any materials or other things created by or on behalf of Literatu in the course of providing the Support Services or Additional Services.

  1. Literatu hereby warrants to Customer that Literatu has the necessary rights to grant to Customer the licence to use the Service as set forth in this Agreement. In the event of any breach of the foregoing warranty, Customer’s sole remedy shall be either (at Literatu’ sole discretion);
  2. Literatu procuring, at Literatu’ expense, the right for Customer to use the Software; Literatu modifying the Service to render it non-infringing or to circumvent the allegation of infringement (as applicable); or
  3. Literatu refunding to Customer the full amount of the current year’s Fee upon the cessation of use of the Service and the return of all copies thereof to Literatu.
  1. Warranty of Functionality

10.1 Software to comply with specifications

​Literatu warrants that the Service shall perform in all material respects according to the Literatu published specifications concerning the Service (when used with the appropriate computer equipment) for a period of 90 days following the delivery of the Service to the Customer.

Literatu does not warrant that the Service will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Service will meet Customer’s requirements.

10.2 Remedies for breach of warranty

If Customer considers that there has been any breach of the warranty in clause 10.1, Customer must promptly notify Literatu in writing.

If Literatu confirms the existence of such a breach, Literatu will (at its option) either:

  1. ​repair or amend the Service so that it conforms with the warranty; or
  2. refund the current year’s Fee paid by the Customer for the Service upon the Customer ceasing the use of the Service and the return of all copies thereof to Literatu.

This is Customer’s sole and exclusive remedy for a breach of the warranty in clause 10.1.

10.3  Exclusions

​The warranty in clause 10.1 shall not apply if:

  1. the Service is used improperly or not in accordance with Literatu’s published documentation;
  2. the defect is caused by a modification to the Service (except a modification made by Literatu as an Additional Service), by the Customer or third-party hardware or software; or
  3. the defect could have been avoided by installing an upgrade or update made available to the Customer under clause 11.
  1. Software Upgrades

During the term of this Agreement, Literatu shall make available to Customer any general updates to, and new releases of, the Service as and when they are made available by Literatu to the general public.

  1. Payment 

Any amounts owed by Customer to Literatu pursuant to this Agreement must be paid within fourteen days from the date of the relevant invoice from Literatu. In the event any overdue amount owed by Customer is not paid following fourteen days written notice from Literatu that such amounts are overdue, then Literatu may impose a late payment charge at the rate of one percent per month on the overdue amount calculated from the date on which the amount was due for payment.

In the event any overdue amount owned by the Customer is not paid within 60 days from when the amount was due for payment Literatu reserves the right to limit or restrict access to the Service.

The Customer must not assert or exercise any right of set off against money payable by the Customer to Literatu under this Agreement.

  1. Taxes

Expressions which are not defined, but which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999, have the same meaning when used in this clause 13.

Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under the Agreement are exclusive of GST or any other taxes or duties payable in respect of the transactions contemplated under the Agreement. In addition to all other amounts due hereunder, Customer shall also pay to Literatu, or reimburse Literatu as appropriate, all amounts due for tax on the Service and for sales, use, excise taxes or other taxes which are measured directly by payments made by Customer to Literatu.

If GST is imposed on any supply made under or in accordance with the Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply, subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment.

Where a party is required under the Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of:

  1. the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled; and
  2. if the payment or reimbursement is subject to GST, an amount equal to that GST.
  1. Warranty Disclaimer

​Literatu’s warranties set forth in the Agreement are the only warranties given and Literatu excludes (to the extent permitted by law) all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. If any law implies a condition, guarantee or warranty into this Agreement in relation to the supply of any goods or services by Literatu which cannot lawfully be excluded then, to the maximum extent permitted by law, Literatu’s liability for any breach of such implied term or guarantee will be limited to (in the case of services) the supply of the relevant service again or the payment of the cost of having that service re-supplied or (in the case of goods) the replacement or repair of the goods or the payment of the cost of having them replaced or repaired.

  1. Customer Indemnity

Customer agrees to indemnify Literatu, its related bodies corporate and their directors, officers, employees, agents and contractors against any claims, liability, loss, cost, expense or damage arising from or in connection with any use of the Service for which the Customer is responsible or any breach by Customer of its obligations under this Agreement.

  1. Limitation of Liability

16.1 Incidental, consequential or other indirect loss

​In no event will Literatu be liable for any incidental, consequential or other indirect loss or damage suffered or incurred by Customer arising out of or in connection with the Agreement (including loss or corruption of data, loss of profit, loss of use, wasted overheads, loss of revenue and loss of reputation or goodwill), regardless of whether Literatu was advised of the possibility of such losses in advance or whether such losses may reasonably be supposed to have been in the contemplation of both parties as a probable consequence.

16.2 Liability

In no event shall Literatu’s liability to Customer under or in connection with the Agreement exceed the amount of the Fee paid by Customer under the Agreement in the twelve months preceding the earliest event giving rise to the claim, regardless of whether Customer’s claim is based on contract, tort (including negligence), strict liability, product liability or otherwise.

  1. Dispute Resolution and Termination

17.1 Dispute resolution​

If there is a dispute between the parties in connection with the Agreement, then within 5 Business Days of a party giving the other notice of the dispute under this clause 17.1, a representative of each of the Customer and Literatu must meet and use all reasonable endeavours acting in good faith to resolve the dispute.

If the dispute is not resolved within 21 Business Days of notification under clause 17.1, the parties may (but are not obliged to) agree to submit the dispute for mediation by an independent party acceptable to both parties. The mediation will be conducted in accordance with the Mediation Guidelines published by the Australian Commercial Dispute Centre. The costs of such mediation will be met equally by the parties.

A party must not start court proceedings in relation to a dispute until it has exhausted the procedures in this clause 17.1. If the parties do not agree to submit the dispute to mediation under this clause 17.1, then they are free to pursue their rights at law. Notwithstanding this clause, neither party is prevented from applying to a court at any stage for urgent injunctive or other relief.

17.2 Termination for convenience

Literatu may terminate the entire Agreement or Products for convenience at any time by giving Customer 90 days prior written Notice.

Customer may terminate the entire Agreement or Products for convenience at any time after expiry of the Initial Term by giving Literatu 90 days prior written Notice.

17.3 Termination for breach

If a party commits a material breach of any of its obligations under this Agreement and:

  1. the breach is not capable of remedy; or
  2. the breach is capable of remedy but the party in breach has failed to remedy that breach within 14 days of receiving written notice from the other party, the non-defaulting party may terminate the Agreement with immediate effect by written notice   to the other party.

17.4 Termination for insolvency

If a party becomes, or threatens to become, or is in jeopardy of becoming, subject to any form of insolvency administration or ceases to conduct business so as to properly perform its obligations under the Agreement, the other party may terminate the Agreement immediately by written notice to that party.

17.5 Termination for Force Majeure

If a party fails to perform any of its obligations due to a Force Majeure Event for more than thirty days, the other party may terminate the Agreement immediately by written notice to that party.

17.6 Termination of Products

The parties’ rights to terminate Products in accordance with this clause 17 are subject to any provisions in respect of termination of the Product set out in the Schedules of the Agreement. If a Product is terminated by the Customer other than for breach under clause 17.3 before the Service Termination Date, Customer agrees to pay to Literatu the Early Termination Charges of 1 year’s Fee.

Customer agrees that the Early Termination Charges are a genuine pre-estimate of the anticipated or actual losses Literatu will incur as a result of such early termination and are reasonable and not a penalty.

17.7 Consequences of termination

Upon termination of the Agreement, Customer must immediately cease using the Service and each party must return or destroy (at the direction of the other party) any of the other party’s Confidential Information in the party’s possession within thirty days of termination.

Termination of the Agreement will be without prejudice to rights accrued prior to the end of the Agreement.

Clauses of the Agreement that are expressed to, or by their nature, survive the termination or expiry of the Agreement will survive and continue in effect.

On termination, Literatu will have no obligation (except as required by law) to refund any fees that have been prepaid by the Customer pursuant to the Agreement.

  1. Confidentiality

Each party must keep the Confidential Information of the other party confidential and must not:

  1. use or permit the use of that confidential information;
  2. make copies of that confidential information; or
  3. disclose that confidential information to any person,

other than for the purposes of this Agreement, with the other party’s prior written consent or as required by law.

Literatu must not use the Customer Data to contact, solicit or target any person or undertake any data mining or other data analysis activities that will identify any individual.

​19. Privacy

In performing this Agreement, Literatu shall comply with its privacy policy in force from time to time. Customer acknowledges and agrees that Literatu will provide the Service from Australia. Customer also acknowledges and agrees that Customer Data may be accessed by Literatu staff outside of Australia for processing and support purposes.

Customer agrees to obtain any consents relevant to its use of the Service as required by Commonwealth and State privacy laws. Such consents include those in relation to the collection, use, disclosure and storage of personal information or sensitive of any individual whose personal information or sensitive information may be included in Customer Data or uploaded, stored, or otherwise recorded using the Service (including disclosure to Literatu and its contractors and transfer to parties located outside Australia).

  1. Force Majeure

​A party will not be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to Force Majeure Event. If a delay or failure of a party to perform its obligations is caused by Force Majeure Event, the performance of that party’s obligations will be suspended while the Force Majeure Event continues.

  1. Notice

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

If to Literatu: Mark Stanley

CEO , Literatu Pty Limited 103/109 Alexander Street CROWS NEST NSW 2065

If  to Customer:

The address listed for the Customer in Item 1.1 of Schedule 1 of the Service Agreement.

​22. General

​This Agreement shall be construed and enforced in accordance with the laws of the state of New South Wales. Each of the parties submits to the jurisdiction of the courts of New South Wales.

Neither the Agreement nor any rights or obligations under the Agreement may be assigned, novated or sub-licensed by Customer without the prior express written approval of Literatu. Literatu may assign, novate or otherwise delegate all or any of its rights and obligations under this Agreement.

Literatu may use subcontractors to perform any of its obligations under this Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Unless otherwise permitted under the terms of the Agreement, the Agreement may be varied or replaced only by a document that is duly executed by both parties.

If any term of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

The Agreement may be executed in any number of counterpart copies, each of which shall be deemed to be an original if originally executed, all of which shall constitute one and the same Agreement.

  1. Interpretation

In the Agreement, headings and underlining are for convenience only and do not affect the otherwise clear interpretation of this Agreement. Unless the context otherwise requires:

words importing the singular include the plural and vice versa;

  1. a covenant or agreement on the part of two or more persons binds them jointly and severally;
  2. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
  3. a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this Agreement;
  4. a recital, schedule, annexure, exhibit or a description of the parties forms part of this Agreement;
  5. a reference to any agreement or licence is to that agreement or licence (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
  6. a reference to any party to this Agreement or any other licence or arrangement includes that party’s executors, administrators, substitutes, successors and permitted assigns;
  7. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  8. a reference to a month is to a calendar month;
  9. if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing; and
  10. no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.
  1. Additional Definitions

​Confidential Information includes information that is by its nature confidential, is designated as confidential, or a party knows or ought reasonably to have known is confidential, but does not include information which is in the public domain or is in or comes into a party’s possession independently of this Agreement (other than due to a breach of this Agreement) or is independently developed by a party. For the avoidance of doubt, Confidential Information includes Customer Data input by the Customer into the Service.

Consumer Price Index means the Australian consumer price index (all groups) published by the Australian Bureau of Statistics.

Customer Access Facilities means telecommunications, networks, systems and any other facilities used or required by or on behalf of Customer for accessing the Software in manner set out in the Agreement.

Customer Data means data of any kind of the Customer that is provided by or on behalf of the Customer to Literatu or that is otherwise generated, held or stored by Literatu in the course of performing the Service and other obligations under the Agreement, and includes such data that:

  1. may cause the Customer reputational or brand damage;
  2. may cause the Customer to become subject to fines or other action by applicable governmental or regulatory authorities if it is the subject of unauthorised information disclosure, loss or corruption;
  3. is personal information or records of students or other individuals; and/or
  4. is corporate proprietary or financial information such as may be subject to the Corporations Act 2001 (Cth) or would be the subject of intellectual property rights owned by the Customer.

Force Majeure Event means any communications disruption, fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot or other event beyond the reasonable control of the affected party to the extent that it results in the affected party being unable to perform an obligation (apart from a payment obligation)  under this Agreement on  time.

Intellectual Property Rights includes all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, rights in confidential information (including trade secrets and know how), registered designs, circuit layout rights and all other rights generally falling within the scope of the term “intellectual property rights”.

Government Census Date means the date in which the Customer reports student numbers to the relevant state or federal government, where such a date does not exit this will be taken to mean the first day of the academic year for the school or educational institution operated by the Customer.

SCHEDULE 1

1.1 Support Services

This section sets out the scope of the Support Services and the additional terms and conditions that apply to these services.

​Helpdesk

Literatu will provide a helpdesk portal through which Customer can request assistance with the Service.

The portal will allow Customer to:

  1. log questions concerning Service functionality;
  2. log requests for custom reports (see below) or additional functionality (to be assessed as a request for an Additional Services in accordance clause 4 of the Agreement); and
  3. log details of issues with Literatu.

Literatu will use reasonable endeavours to respond to questions, requests and issues logged through the helpdesk within a the following time frames

  1. System unusable and unavailable – 2 hours
  2. Unexpected Error halting use and completion of work – 3 hours
  3. User question on functionality – 5 hours
  4. Explanation of new features – 8 hours
  5. Customer can make direct contact with Literatu via the online chat capability, within business hours 8.00am – 6.00pm EST

Software updates and upgrades

​Literatu will inform Customer of publicly available updates and upgrades to the Service and make them available to the Customer in accordance with clause 11.

Literatu will also provide the Customer with release notes for these updates and upgrades that explain the changes to Literatu functionality.

The following are not included in the Support Services (but may be requested as Additional Services):

  1. Installation and implementation of the Service
  2. Advice relating to Customer’s data, hardware, software or operating environment requirements
  3. Onsite visits and training
  4. Development of new functionality specifically requested by Customer
  5. Entering or storing data on behalf of the Customer

SCHEDULE 2

​2.1 Customer responsibilities

​Without limiting Customer’s responsibilities and obligations under the terms of the Agreement, Customer is responsible for the following: 

  1. Data entry and maintenance
  2. Importing of data
  3. Answering questions from end users
  4. Implementation planning and progress reviews
  5. Effectively communicating to Customer’s users any changes to Literatu
  6. Changes to Customer’s ACL (Access Control Lists) setup and making changes to usernames or passwords and user access
  7. Providing sufficient network and computing infrastructure to allow for the smooth running of the software and sufficient access for Literatu support staff

SCHEDULE 3  Cloud Hosting

3.1 Access

Manner of providing access: Encrypted http (HTTPS)

3.2 Cloud Backup Policy

Backups will be maintained of the Customer Data such that at least one full backup is maintained in a separate location to the main provision of the Service not more than 24 hours old.

3.3 Cloud Support services:

Helpdesk  Fault  Reporting:

All faults to be reported to  Literatu

For matters based on a service outage call Mon-Fri 02 9906 4479

In emergency cases of service outage during weekends or public holidays call 0416112117 or alternate advised number

3.4 Cloud Service Levels

Literatu hosts all Software on Microsoft Azure cloud services and data centres. All locations and secure hosting platforms are located in Australia for Australian Customers.

  1. Literatu makes the Service available to Customer during the term of the Agreement on a 24 hours, 365 days per year basis with a target availability of 99.9%, excluding the following:
  2. Any outage caused by Customer’s acts or omissions, code faults or Customer supplied or requested applications or plug-ins. Any outage caused by circumstances beyond Literatu’s control, such as but not limited to connectivity faults, upstream providers, external networks, suppliers, warranty or non-warranty repairs, customer error, inherent hardware or software defects, power failure or power surge/spike.
  3. Any outage to improve, modify or change systems such as the replacement or addition of server or infrastructure equipment, or change hosting location. Any outage required for Scheduled Maintenance.