PARTIES

The parties to the Agreement are:

eRoam Pty Ltd ACN 609 719 486 of Level 5, 171 Collins Street, Melbourne 3000 (‘we’ ‘our’ ‘us’ or ‘eRoam’); and

the individual or corporate body that has elected using the order form to enter in into this Agreement (‘you’ ‘your’ or ‘Customer’).

ACCESS

Under this Agreement, in consideration for the fees that you have agreed to on the ‘pricing page’ section of the online order form’ (‘Fees’) we will provide you and the number of authorised users that you have nominated on the online order form, with non-exclusive access to utilise the Software on the terms of this Agreement from the date on which you select ‘I agree’ on the online order form (‘Commencement Date’), until this Agreement (including any renewal period) either expires or is terminated (‘Term’).

AUTHORISED USERS

Each employee that you have purchased a license for using the online order form (or that you otherwise request in writing that we add to your subscription) (‘Authorised Users’) may access the Software subject to the limitations specified on the ‘pricing page’ of the online order form.

Your Authorised Users use the Software on your behalf, and you must ensure that each Authorised User abides by the terms of this Agreement in their use of the Software. We are permitted to take any reasonable steps to audit your compliance (and your Authorised Users’ compliance with this Agreement) and you acknowledge that you will be liable for any breach of this Agreement by your Authorised Users as if you had committed the breach yourself.

SUBSCRIPTION

The initial subscription period of this Agreement is 90 days. Upon expiry, the Agreement will be renewed automatically for a further 90 days, commencing on the day after the previous subscription period expires (‘Renewal Period’), unless the Agreement is terminated for convenience or breach in accordance with clause 13 of this Agreement.

FEES, SERVICE CHANGES, AND PAYMENTS

We may adjust the Fees by giving you at least 30 days’ notice in writing before the Fee increase takes effect. If we propose to increase our Fees by more than 10% per annum, you may, by giving us a termination notice in writing at least 7 days prior to the proposed Fee increase taking effect, terminate this Agreement effective on the day before the Fee increase takes effect.

All Fees are exclusive of taxes unless otherwise specified, and you acknowledge that you must pay GST, value added tax, or any sales tax, excise, or other taxes in relation to this Agreement (other than our income or property taxes).

If you request a change to the scope of services under this Agreement (such as adding additional Authorised Users, APIs, add-ons), your Fees may be varied in accordance with the rates specified on the ‘pricing page’ of the order form or as otherwise notified to the Customer upon the variation request.

Fees payable to us under this Agreement must be paid promptly in the manner that we, acting reasonably, direct from time to time. Generally, we require that Fees are paid by authorising us to make a direct debt or making payments.

Subscription Fees are payable monthly in advance, commencing on the Commencement Date, and pro rata in relation to any part of a month during the Term.

Booking Fees are payable monthly in arrears.

All other Fees are payable on demand as set out in a validly issued tax invoice.

This document was last updated on April 2, 2024
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