Software Licence Agreement
This agreement is made on 1 February 2027 between:
- Kestrel Systems Pty Ltd, 45 Collins Street, Melbourne VIC 3000, Australia ("the Licensor"); and
- Harbourline Marine Ltd, 8 Quay Road, Auckland 1010, New Zealand ("the Licensee").
The Licensor owns the Software and wishes to license it to the Licensee for its own use. They agree as follows.
1. Definitions
- "Software" means Kestrel Fleet Manager, version 4, a program for planning vessel maintenance, in object code form, with its documentation and any updates, fixes and new versions that the Licensor delivers to the Licensee under this agreement.
- "Authorised Users" means the employees and contractors of the Licensee who use the Software for the Licensee's business, within the Limit of Use.
- "Limit of Use" means: up to 25 named users in one company group.
- "Territory" means: Australia and New Zealand.
- "Licence Key" means a code, file or other means of activating or controlling use of the Software.
- "Term" means the period in section 13.
- "Update" means a fix, patch or minor release of the Software. A major release that the Licensor sells as a new product or at a new price is not an Update unless the Licensor agrees.
- "Confidential Information" means non-public information that a party gets from the other and that is marked as confidential or that a reasonable person would see as confidential. It includes the Software's source code, if ever disclosed, and the Licence Keys.
2. The licence
2.1 The Licensor grants the Licensee a licence to install and use the Software in the Territory during the Term, for the internal business of the Licensee only, and within the Limit of Use. The licence is Type of licence.
2.2 The licence is counted by What the licence is counted by.
2.3 The Licensee may make one copy of the Software for backup and a reasonable number of copies for test and recovery, as long as every copy keeps the Licensor's notices and counts against the Limit of Use when it is in use.
2.4 The Licensee may let its contractors use the Software on its behalf only for its internal business, and is responsible for what they do as if it did it itself.
2.5 The Licensor keeps every right that this agreement does not expressly give. Nothing in it gives the Licensee a right to the source code.
3. Restrictions
3.1 The Licensee will not, and will not let anyone else:
- copy, sell, rent, lend, sublicense or share the Software, except as section 2 allows;
- change it, translate it, take it apart or try to find its source code, unless the law allows this and says it cannot be excluded, and only after the Licensee has asked the Licensor for the information it needs and the Licensor has not given it within a reasonable time;
- remove or hide notices about ownership;
- get around a Licence Key, a limit of use or any other technical protection;
- use the Software to break the law, to attack other systems, or to build a product that competes with it;
- use the Software to provide a service to others, such as a bureau service, unless the Licensor agrees in writing;
- publish tests of the Software's performance without the Licensor's written consent; or
- go beyond the Limit of Use or the Territory without paying for it.
3.2 The Licensee will tell the Licensor at once if it learns of any use of the Software that breaks this agreement.
4. Delivery and installation
4.1 How the customer gets the software
4.2 The Licensor will deliver the Software and its documentation within 10 Working Days of the date of this agreement, or by another date they agree. "Working Day" means a day other than a Saturday, a Sunday or a public holiday at the Licensor's address.
The Licensor will give this help with installation: remote installation and set up by a Licensor engineer, up to 4 hours.
4.3 The Licensee is responsible for its own equipment, operating system, network, backups and the security of its own systems, and for installing the Software on systems that meet the requirements in the documentation.
4.4 The Software is accepted when the Licensee has installed it and uses it for its business, or 14 days after delivery if the Licensee has not told the Licensor in writing of a material defect by then. If it reports a defect, the Licensor will correct it under section 10.