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END USER LICENCE AGREEMENT - THAT IS DISPLAYED DURING INSTALLATION

For Timetabling Solutions Version 10 desktop software

END USER LICENCE AGREEMENT

Timetabling Solutions Version 10 Desktop Software

PLEASE READ THIS LICENCE CAREFULLY.

This End User Licence Agreement (“Agreement”) is a legal agreement between you (either an individual or a school or organisation) and Timetabling Solutions Pty Ltd.

By installing, copying, downloading, accessing, activating or otherwise using the Software, you agree to be bound by the terms of this Agreement.

If you do not agree to these terms, do not install or use the Software.

1. DEFINITIONS

Software
means Timetabling Solutions Version 10 desktop software, including updates, modules and documentation.

Licence
means a named site licence granted to the school or organisation identified on the applicable Tax Invoice, allowing that school or organisation to install and use the Software during the licence term specified on the Tax Invoice.

User
means a person authorised by the licensed school to use the Software.

Licence Fee
means the fee payable for the Licence.

Licensor
Timetabling Solutions Pty Ltd
ABN 14 982 024 114
Level 3, 49–51 Malop Street
Geelong VIC 3220 Australia

2. LICENCE GRANT

The Licensor grants you a non-exclusive, non-transferable site licence to install and use the Software.

The Software may be used only for the internal educational and administrative purposes of the licensed school identified on the Tax Invoice.

The Software is licensed, not sold. All rights not expressly granted are reserved by the Licensor.

3. INSTALLATION AND DEPLOYMENT

The Software may be installed on multiple computers within the licensed school.

Installation may be performed manually or using automated deployment tools, including system imaging, device management systems or enterprise software distribution platforms.

4. LICENSED SCHOOL ENTITY

The Software licence applies only to the school or organisation identified on the applicable Tax Invoice.

Use of the Software by another school, campus or organisation within a school group requires a separate licence unless otherwise expressly agreed in writing by Timetabling Solutions.

5. RESTRICTIONS

You must not:

  • copy or reproduce the Software except as required for installation

  • reverse engineer, decompile or attempt to discover the source code

  • modify or create derivative works of the Software

  • distribute the Software to third parties

  • use the Software to provide services to other schools or third parties.

The Software must not be used to operate a commercial service bureau or outsourced timetabling service without the prior written consent of the Licensor.

6. PROPRIETARY FILE FORMATS AND INTEROPERABILITY

The Software creates and uses proprietary data file formats, schemas, data structures and models that form part of the intellectual property of Timetabling Solutions.

You must not analyse, reverse engineer or otherwise attempt to determine the structure or format of any files created or used by the Software.

You must not create, generate, modify or distribute files intended to replicate, simulate or emulate files created by the Software.

You must not develop software, tools or services designed to read, write, modify, generate or otherwise interoperate with the Software’s proprietary file formats without the prior written consent of Timetabling Solutions.

Nothing in this clause restricts your ability to access or use your own data through the normal functionality of the Software.

7. COMPATIBLE FILE CREATION

You must not develop, use or distribute any software, service or tool that creates, generates or exports files intended to be compatible with files created by the Software unless such functionality is provided through a documented interface or integration approved by Timetabling Solutions.

8. COMPATIBILITY AND INTEGRATION CLAIMS

You must not promote, advertise or represent any software, service or tool as being compatible with, integrated with or designed to interoperate with the Software without the prior written consent of Timetabling Solutions.

You must not use the name Timetabling Solutions or any associated product name or trademark in connection with such claims without permission.

9. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING

You must not use the Software, its outputs, data structures, file formats or documentation to train, develop, test or improve any machine learning, artificial intelligence, optimisation or automated decision-making systems without the prior written consent of Timetabling Solutions.

You must not analyse the Software or its outputs using automated tools for the purpose of developing competing scheduling or optimisation systems.

10. BENCHMARKING AND COMPETITIVE USE

You must not use the Software for the purpose of monitoring its availability, performance, functionality or scheduling outcomes for competitive benchmarking or analysis.

You must not publish or disclose the results of any benchmarking tests without the prior written consent of Timetabling Solutions.

11. SECURITY AND ACCEPTABLE USE

You must not use the Software in a way that damages, disables or interferes with the Software or related systems.

You must not attempt to probe, scan or test the vulnerability of the Software or circumvent its security.

You must not introduce malicious code, viruses or harmful programs.

Timetabling Solutions may suspend or terminate access if the Software is used in breach of this Agreement.

12. INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Software remain the property of Timetabling Solutions.

The Software incorporates proprietary algorithms, optimisation models and scheduling methodologies developed by Timetabling Solutions.

These components constitute confidential trade secrets and must not be analysed, replicated or used to develop competing products.

13. FEES

You must pay all Licence Fees specified in the applicable Tax Invoice.

Failure to pay required fees may result in suspension or termination of the Licence.

14. TERM

The Licence is valid for the term specified on the Tax Invoice.

The Licence may be terminated if you breach this Agreement.

Upon termination you must cease using the Software and destroy all copies of the Software.

15. WARRANTY

The Software is provided on an “as is” basis.

The Licensor warrants that the Software will perform substantially in accordance with documentation for ninety (90) days from delivery.

Nothing in this Agreement excludes rights under the Australian Consumer Law.

Our goods come with guarantees that cannot be excluded under Australian Consumer Law.
You are entitled to a replacement or refund for a major failure and compensation for any reasonably foreseeable loss or damage.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Licensor’s liability under this Agreement is limited to:

  • replacement of the Software; or

  • refund of the Licence Fee.

The Licensor is not liable for indirect or consequential loss including loss of data, loss of profits or loss of goodwill.

17. ASSIGNMENT

You may not transfer this Licence without written consent from the Licensor.

The Licensor may assign this Agreement in connection with a merger, acquisition or sale of its business.

18. GOVERNING LAW

This Agreement is governed by the laws of the State of Victoria, Australia.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

20. EXPORT CONTROL

You must comply with all applicable export control and trade sanctions laws in connection with your use of the Software.

You must not export, re-export or otherwise transfer the Software to any country, organisation or individual prohibited by applicable laws.