Purchasing APT

A subscription to use APT® costs $264 in your first year and an annual renewal fee of $110 is payable on the anniversary of your subscription. Payment can be made using your Visa or MasterCard.

Your subscription offers you unlimited access to APT ® and access to up to 5 versions for you to run analysis on your park. Your subscription also includes access to BDO support at support@apt.net.au.

Permission to use this software is conditional upon you [the User] agreeing to the terms set out below. This software is only offered to you on condition that you read and accept all the terms of this licence and wish to become a licensee of the software. Acceptance will bind you and all of your employees to the terms of the licence. By clicking “I Accept” at the end of these terms and conditions, you will be deemed to have accepted the following terms. If you do not wish to accept the terms, you must not click “I ACCEPT” and you may not use the software.

1. Background
1.1. BDO(SA) Pty Ltd ABN 37 008 146 021 of 248 Flinders Street, Adelaide SA 5000 [BDO] has developed software, known as Accommodation Pricing Tool software, to enable operators of tourist parks to calculate the optimal price for their facilities, [AP Tool].
1.2. BDO  has agreed to grant to the User who has agreed to accept a licence of the AP Tool, for the Term, for use on the User’s Network, on and subject to the terms and conditions of this Agreement.
2. Construction and Interpretation

In this Agreement unless otherwise stated or inconsistent with the context:
2.1. Background recitals are part of this Agreement, and the parties acknowledge that the recitals are correct, but if there is any conflict or inconsistency between a recital and other text of this Agreement then the recital does not alter the meaning of the other text;
2.2. Headings are part of this Agreement but if there is any conflict or inconsistency between a heading and other text of this Agreement then the heading does not alter the meaning of the other text;
2.3. Singular words include the plural and plural words include the singular;
2.4. Words of one gender include each other gender;
2.5. Words indicating a person include a company, a corporation or an incorporated association and any other legal entity, and a partnership or other association;
2.6. Cognate words and expressions, and grammatical variations, of words and expressions which are defined, have corresponding meanings;
2.7. A reference to a party includes the successors and assigns of that party but this does not permit an assignment except in accordance with this Agreement;
2.8. This Agreement is the entire agreement between BDO  and the User and supersedes all former agreements and understandings as to matters which are the subject of this Agreement;
3. Definitions
In this Agreement unless otherwise stated or inconsistent with the context:
Acceptance Date means the date the User accepts the terms and conditions of this Agreement by clicking on the words “I ACCEPT” at the end of this Agreement;
Additional Charge means a charge in accordance with BDO ’s standard rates in effect from time to time; 
Additional Support means the support described in clause11.2 ;
this Agreement means the terms and conditions of agreement contained or implied in this document and any schedules or annexures to this document as amended from time to time;
Confidential Information means information which is required by this Agreement to be confidential and which is information of any nature which is not freely available to the public and includes, without limitation, technical, scientific, commercial, financial, trade, marketing or personal information;
APT Website means the website having the URL www.apt.net.au or such other URL as may be specified by BDO in a written notice to the User;
AP Tool means the software described in clause 1.1 provided by BDO  on licence to the User in accordance with the provisions of this Agreement and includes any replacement software, updates or enhancements, provided by BDO  from time to time;
E-Commerce Payment Facility means the e-commerce payment facility located on the APT Website;
GST means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999;
Initial Term means the period of twelve months which will commence and be effective on and from the Acceptance Date;
Intellectual Property Rights means copyright, registered and unregistered trade marks (including service marks), design, patents and all rights in relation to inventions or discoveries whether patentable or not, semiconductor or circuit layout rights, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields or to registration of such rights existing in Australia or elsewhere, whether created before, on or after the Acceptance Date;
Licence means the licence of the AP Tool granted pursuant to this Agreement;
Licence Fees means the fees specified as payable to BDO for the use of the Licence;
month means a calendar month;
provision of this Agreement means a term, condition, warranty or covenant contained or implied in this Agreement;
Term means the term of the Licence commencing on and from the Acceptance Date and includes any period of renewal or extension of the Licence;
User Guide means the USER GUIDE located on the APT Website as at the Acceptance Date and as may be updated by BDO from time to time;
User’s Network means the computer network established and maintained by the User and through which the AP Tool is accessed;
writing includes effective email or facsimile transmission of text.
4. Law and Jurisdiction
The law of this Agreement is the law of South Australia and any action between the parties shall be taken in a Court in Adelaide, South Australia and the parties submit to the jurisdiction of that Court.
5. Amendment
This Agreement may only be amended in writing by a document signed or under seal by BDO  and the User.
6. Commencement and Duration of this Agreement
This Agreement will commence and be effective on and from the Acceptance Date and will continue during such time as obligations of the parties remain to be performed including, without limitation, obligations of confidentiality.
7. Licence 
7.1. BDO grants to the User a non-exclusive, non-transferable licence for the Initial Term.
7.2. At the sole discretion of BDO, the Licence may be renewed for subsequent terms of similar duration to the Initial Term, provided that the User has paid all Licence fees and any Additional Charges.  BDO will contact the User at least thirty (30) days prior to the expiry of the Initial Term or any subsequent term to offer the User a renewal of the Licence pursuant to this subclause.
8. Licence Conditions
8.1. The User may only use the AP Tool in accordance with the terms and conditions of this Agreement.
8.2. The User may only use the AP Tool in accordance with the normal operating procedures as set out by BDO in the User Guide.
8.3. The User shall not copy, alter, modify or reproduce the AP Tool except to the extent otherwise authorised by this Agreement.
8.4. In addition to any other remedies available to BDO  under this Agreement or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the AP Tool will entitle BDO  to any available equitable remedy against the User.
8.5. Except to the extent specified to the contrary in this Agreement, BDO  shall not be obliged to support the AP Tool, whether by providing advice, training, error-correction, modifications, updates, new releases or enhancements or otherwise.
8.6. The User acknowledges that there is no transfer of title or ownership to the User of the AP Tool or any modifications, updates or new releases of the AP Tool.
9. Updates and New Releases
9.1. BDO  is under no obligation under this Agreement to provide updates or new releases.
9.2. Where an update or new release is provided by BDO:
9.2.1. BDO will make available to the User the update or new release at no Additional Charge to the User;
9.2.2. this Agreement will continue to apply in all respects to the update or new release which shall be deemed to be the AP Tool for the purposes of this Agreement; and
9.2.3. the User shall deal with the AP Tool, in its original form, in accordance with BDO’s directions.
9.3. Without limiting the User’s obligations under this clause, and notwithstanding any other provision of this Agreement, BDO  shall be under no liability to the User in the event of loss or damage suffered by the User as a result of the User’s failure to comply with this clause, and the User shall indemnify BDO  in respect of any loss or damages suffered by the User as a result of the User’s failure to comply with this clause.
10. Licence Fees
The User warrants that it has paid or will pay the Licence Fees to BDO through the E-Commerce Payment Facility.
11. Support
11.1. For the period of 30 days after the Acceptance Date, the User will be entitled to a maximum of two email support requests (via email : support@apt.net.au) which will be actioned by BDO as soon as practicable.  As a comprehensive User Manual is made available to the User, this email support will be of a limited nature only.
11.2. Should the User require support during any period following the 30 days after the Acceptance Date [Additional Support], the User will be able to purchase Additional Support from BDO at the rate of $165 per hour (GST - inclusive), which rate may be reviewed by BDO from time to time and specified in a written notice to the User.
11.3. The minimum charge for Additional Support will be $55 (GST-inclusive) for up to 20 minutes.
11.4. At the time Additional Support is requested, the User will arrange with BDO for the payment, by credit card, of BDO’s charges for the supply of the Additional Support. 
12. Ownership and Operation of AP Tool
The AP Tool and all copyright and other Intellectual Property Rights in or arising from the AP Tool or any other part of the AP Tool, either in its original form or as modified by the User during the Term, remains at all times the property of BDO .  All configuration, operation, adjustments and repairs to the AP Tool will be carried out by BDO .  The User will not carry out any of these operations or otherwise modify or interfere with the AP Tool except and only to the extent that such activity is expressly permitted by this Agreement.
13. Feedback on Performance
The User and BDO  will each promptly give to the other information in its possession and not otherwise readily available to the other party relating to the performance of the AP Tool and its operation with sufficient detail to permit effective monitoring, and assessment of the AP Tool and its operation.  Information will include any comments or criticisms from employees or third parties.  BDO may use any information provided to it in its development, use and marketing of the AP Tool or other products, but subject always to rights of any other third party in relation to the use of the name or any confidential information of that third party.
14. Modifications
14.1. The User shall not modify the whole or any part of the AP Tool or combine or incorporate the whole or any part of the AP Tool in any other program or system without the prior written consent of BDO.
14.2. If the AP Tool is modified in accordance with clause 14.1, the modifications shall, unless BDO directs otherwise, be made in accordance with a written proposal submitted by the User to BDO .
14.3. The User shall indemnify BDO against any liability incurred if the said modifications infringe the intellectual property rights of a third person.
14.4. The AP Tool as modified remains the property of BDO.
14.5. This Agreement shall continue to apply to the AP Tool as modified.
15. Reverse engineering
The User will not reverse engineer, decompile, or disassemble the AP Tool or any part of the AP Tool except and only to the extent that such activity is expressly permitted by the Copyright Act 1968 (Cth).
16. Security
The User will use the AP Tool with all reasonable care and will at all times be responsible for protecting the AP Tool from unauthorised access, use or damage.
17. Warranties
17.1. BDO warrants that it has the right to grant the Licence to the User.
17.2. The User acknowledges that the AP Tool cannot be guaranteed error free and further acknowledges that the existence of any such errors will not constitute a breach of this Licence.
17.3. BDO warrants that the AP Tool will perform substantially in accordance with the User Guide for a period of 30 days after the Acceptance Date.
17.4. If, within 30 days after the Acceptance Date, the User notifies BDO in writing of –
17.4.1. the fact that the AP Tool is not performing substantially in accordance with the User Guide; and
17.4.2. the alleged defects or errors are set out with sufficient particularity to enable BDO  to remedy the defects or errors,
BDO will at its own expense, commence to examine the software within 7 working days and, as soon as practicable thereafter, either rectify the defect, or replace the software, or refund any Licence Fees paid by the User.
17.5. The warranty contained in clause 17.3 –
17.5.1. is subject to the User having fully complied with its obligations under this Agreement;
17.5.2. is not a warranty that the results obtained from the AP Tool will be in accordance with the User’s expectations; and
17.5.3. does not operate where the substantial non-performance arises in any respect from the nature or operation of the equipment on which the AP Tool is used or accessed, or the use of any materials or software not provided by BDO.
18. Indemnity
18.1. Subject to clause18.2, BDO  shall indemnify and hold harmless the User against any claim made against the User by a third  party alleging that the AP Tool infringes the copyright of that third party.
18.2. BDO  shall not be liable to the User under clause 18.1 if:-
18.2.1. the User does not notify BDO  of the other person's claim or of infringement of copyright within 7 days after becoming aware of the claim;
18.2.2. BDO 's ability to defend the claim has been prejudiced by the User's non-compliance  with any of its obligations under this Agreement;
18.2.3. the User does not give BDO  reasonable assistance in defending the claim;
18.2.4. the claim has arisen because of the use of the AP Tool in combination with equipment, materials or computer programs not supplied or approved by BDO ; or
18.2.5. the User does not permit BDO  to have control of the defence of the claim and all related settlement negotiations.
19. Implied Terms
19.1. Subject to clause 19.2, any condition or warranty which would otherwise be implied in this Agreement is hereby excluded.
19.2. Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement.  However, the liability of BDO  for any breach of such condition or warranty shall be limited, at the option of BDO , to one or more of the following:
19.2.1. if the breach relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; and
19.2.2. if the breach relates to services:-
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
20. Liability of BDO 
20.1. Except in relation to liability for personal injury (including sickness and death), BDO  shall be under no liability to the User in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement or in respect of a failure or omission on the part of BDO  to comply with its obligations under this Agreement.
20.2. Subject to clause 20.3, the User warrants that it has not relied on any representation made by BDO  which has not been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by BDO.
20.3. The User acknowledges that to the extent BDO has made any representation which is not otherwise expressly stated in this Agreement, the User has been provided with an opportunity to independently verify the accuracy of that representation.
20.4. The User shall at all times indemnify BDO and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
20.4.1. a breach by the User of its obligations under this Agreement; or
20.4.2. any wilful, unlawful or negligent act or omission of the User.
21. Termination
21.1. The Licence will terminate at the expiration of the Term or if there is any interference with or alteration to or modification made to the AP Tool or the configuration of the AP Tool by any person not authorised by BDO .
21.2. On termination of the licence of the AP Tool , BDO  may 
21.2.1. deny access by the User to the AP Tool; 
21.2.2. retain any moneys paid;
21.2.3. be regarded as discharged from any further obligations under this Agreement; and
21.2.4. pursue any additional or alternative remedies provided by law.
21.3. In addition, for the purpose of this Agreement, the following are terminating events -
21.3.1. the breach or threatened breach by either party of any of its material obligations under this Agreement;
21.3.2. the User, being a natural person, dies;
21.3.3. any event described in this Agreement as a terminating event; or
21.3.4. the permanent discontinuance of use of the AP Tool or any part of the AP Tool by the User.
21.4. At the option of the affected party, the Licence may be terminated immediately on the happening of a terminating event.
21.5. If the terminating event is one specified in clause 21.3.1, the affected party shall give to the other party notice of the happening of that event and require the breach to be remedied or a written undertaking to be given that the breach will not occur, as the case may be. If the breach is not remedied, or the undertaking not given (as the case may be), within 14 days, the affected party may agree to waive its rights under this clause if satisfied that the happening of the terminating event has not in any way prejudiced  its position under this Agreement.
21.6. Neither party shall be liable for the consequences of an occurrence of any event beyond its reasonable control.
21.7. Any termination of the Licence shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this Agreement which is expressly or by implication intended to continue in force after such termination.
22. Assignment
22.1. The benefit of this Agreement or any rights or obligations under this Agreement shall not be assigned by the User, without BDO ’s prior written consent.
22.2. BDO  may consent to the assignment or novation of this Agreement by the User subject to such conditions as it chooses to impose.
23. Waiver
No forbearance, delay or indulgence by BDO  in enforcing the provisions of this Agreement shall prejudice or restrict BDO ’s rights, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
24. Rectification and Severance
The provisions of this Agreement are separate and severable.  If a provision of this Agreement is void or voidable or unenforceable because of illegality, ambiguity or other reason then the provision shall be rectified and amended, and the parties must use their best endeavours in good faith to rectify and amend the provision so that it is valid and enforceable.  If the provision cannot be rectified and amended so that it is valid and enforceable then it shall be severed from this Agreement which will otherwise remain in full force and effect.
25. Confidentiality 
25.1. Information provided by BDO  or the User to the other will be kept confidential.  Without limitation, information arising from the use of the AP Tool by the User will be treated as Confidential Information of BDO.  Information in relation to third parties derived by BDO or the User which is designated confidential, or which is by its nature confidential, will be treated as Confidential Information of the third party from which it is derived. 
25.2. BDO  and the User will treat the provisions of this Agreement and information obtained from each other as confidential and will take reasonable precautions to ensure that Confidential Information is kept secret except as may be necessary to give effect to this Agreement or as may be required by law or as may be reasonably necessary for BDO  or the User to obtain confidential legal, accounting or other professional advice in relation to this Agreement or matters arising from or reasonably incidental to it.  BDO  or the User will not however be liable for any loss arising from the disclosure of information that is available to the public or the person to whom it is disclosed other than by reason of the default of the party disclosing the information.
25.3. Notwithstanding any other provision of this Agreement, BDO reserves the right to aggregate and compile information provided by the User for the purpose of undertaking benchmarking studies of the Tourist Park Industry (“Industry”) for BDO to assist the Industry in developing sound financial management practices.  It is an express condition of use of the AP Tool that the User allow its information to be used for benchmarking purposes.
25.4. Should the information provided by the User be used by BDO for benchmarking analysis, it will be aggregated and compiled so as to not specifically identify a particular park (by virtue of location, size, attributes or other identifiers).  When benchmarking BDO will, wherever possible, use sample sizes comprising a minimum of 15 items, to assist in the preservation of the anonymity of providers of information.

Licensor Details

Company Name:	BDO (SA) Pty Ltd
ABN:	37 008 146 021
Address:	248 Flinders Street, Adelaide SA, Australia 5000
Telephone:	+61 8 8223 1066
Fax:	+61 8 8232 0902
Email:	support@apt.net.au

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