Below are the terms that make up the Software Solutions Schedule. This document was last updated on 22nd February 2021 at 12:00 PM Melbourne Time.

  1. How this Software Solutions Schedule works
    1. MSA: This is a Solutions Schedule under the MSA between Vokke and the Client identified in a SOW. The provisions of the MSA, including any and all amendments and variations to it as may be agreed on from time to time, will be incorporated into this Solutions Schedule by reference as if written out here in full. All defined terms used in this Solutions Schedule will have the same meaning as that given in the MSA. All terms of the MSA apply to this Solutions Schedule unless explicitly superseded. Where conflict exists between this Solutions Schedule and the remaining documents forming the MSA, the MSA will determine the precedence.
  2. Services
    1. Definitions: In this Solutions Schedule the following terms:
      (a) ‘Client Information’ means the data, information and materials as reasonably required by Vokke to assist in developing the Services.
      (b) ‘Designs’ means any designs, drawings, specifications, models, documents or other materials created by or on behalf of Vokke or Vokke’s Personnel in preparation for the development of the Deliverables.
      (c) ‘Permitted Use’ is defined in the relevant SOW.
  3. Client Information
    1. The Client must supply the Client Information to Vokke as soon as practicable after the Start Date of the SOW, together with such other information as Vokke reasonably requires in order to perform the Services. The Client must only supply dummy data or copies of the Client’s Information and must not supply access to any Client Information where the modification or loss of such Client Information may adversely affect the Client.
    2. Vokke is under no obligation to perform the Services unless and until the Client Information is received and is in a suitable state to enable Vokke to provide the Services.
    3. Risk and title in the physical items forming part of the Client Information remains with the Client at all times. While Vokke will take reasonable care to prevent physical items forming part of the Client Information in its possession from loss, theft or destruction, Vokke accepts no responsibility in relation to the Client Information.
  4. Supply of Services and Deliverables
    1. The Client acknowledges that due to the nature of the Services, Vokke cannot guarantee timely performance, that the Services will actually be successful or achieve a particular result. Vokke will notify and consult with the Client in the event of any material delays or technical difficulties in performing the Services.
    2. The Client acknowledges and agrees that in order to provide the Services Vokke will in its sole discretion choose the languages, frameworks, tools, technologies, patterns and processes to be used in the project, taking into account the project’s requirements, budget and timeline.
    3. Vokke may, in its sole discretion, use automated testing scripts as a part of the provision of the Services. Vokke may also with the Client’s permission, install monitoring agents onto each device being monitored and maintained under this MSA. The Client must not remove, tamper or otherwise misuse these monitoring agents at any time. Time spent by Vokke arising from the unauthorised removal, tampering or other misuses of these monitoring agents will be charged on a time and materials basis.  Upon expiry or termination of this MSA, Vokke will remove these monitoring agents from monitored systems and the Client must allow Vokke reasonable access to the relevant devices to allow this to occur.
  5. Use of Deliverables
    1. The Client must use the Deliverables solely for the Permitted Use. The Client must not sell, license, transfer, disclose, or otherwise provide access to the Deliverables to any third party, unless Vokke has given its express written consent beforehand, or such use expressly forms part of the Permitted Use.
  6. Open Source Software
    1. To the extent that the Services, or any part of the Services, is licensed under an open source software arrangement:
      (a) the terms of the open source licence will apply to those Services; and
      (b) the provisions of the open source licence will prevail over the remainder of the MSA in the event and to the extent of any inconsistency.

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