End User Licensing Agreement (EULA)procurementexchange.dev.nucleo.com.au/_media/legal/Procurement... · End User Licensing Agreement (EULA) – (Per Work Package/Per Month) 5 Commercial-in-Confidence,

Procurement Exchange

End User Licensing Agreement (EULA) Per Work Package/ Per Month

Procurement Exchange Framework End User Licensing Agreement (EULA) – (Per Work Package/Per Month)

1 Commercial-in-Confidence, 11/12/15



Table of Contents

EULA Pricing subject to change without notice ................................................................................................ 3

Background ........................................................................................................................................................ 3

Copyright Holders .............................................................................................................................................. 3

Introduction ....................................................................................................................................................... 3

Licensees consent to display their company logo and public domain company information .......................... 3

TERMINOLOGY .................................................................................................................................................. 3

DECLARATION .................................................................................................................................................... 4

1. GENERAL ........................................................................................................................................................ 5

2. LICENCE .......................................................................................................................................................... 5

3. MAINTENANCE AND SUPPORT OF PX ........................................................................................................... 6

4. LIMITED WARRANTY ...................................................................................................................................... 6

5. TERMINATION ............................................................................................................................................... 7

6. GENERAL ........................................................................................................................................................ 7

7. PAYMENT OF MONTHLY LICENSING FEE ....................................................................................................... 8

8. CANCELLATION .............................................................................................................................................. 8

9. PRICING (INCLUSIONS AND EXCLUSIONS) - SINGLE CLIENT PORTAL ARRANGEMENT .................................. 8

9.1 PER WORK PACKAGE/PER MONTH .............................................................................................................. 8

9.2 PX MODULES INCLUDED .............................................................................................................................. 8

9.3 OTHER PRICING CONSIDERATIONS ............................................................................................................. 9

9.4 GENERAL ...................................................................................................................................................... 9

9.5 PX HELP ........................................................................................................................................................ 9

9.6 GENERAL PORTAL FEATURES ..................................................................................................................... 10

9.7 PROBITY AND ASSURANCE FEATURES ....................................................................................................... 10

9.8 PROPONENT/SUPPLER FEATURES ............................................................................................................. 10

9.9 PRE-TENDER MANAGEMENT (SUPPLIER QUALIFICATION) FEATURES ...................................................... 10

9.10 TENDER MANAGEMENT FEATURES ......................................................................................................... 11

9.11 AWARD MANAGEMENT FEATURES ......................................................................................................... 11

9.12 PROJECT MANAGEMENT ELEMENTS ....................................................................................................... 11

9.13 THE FRAMEWORK'S BUSINESS SYSTEMS ................................................................................................. 12



EULA Pricing subject to change without notice

The information contained in this publication has been provided to the Licensee to detail their obligations in respect of the licensing arrangements specific to the use of Procurement Exchange (PX).

Background PX is a leading edge web application/Framework designed for business that require strict and scalable

probity and governance regimes that can be applied objectively to their pre-award and award management

processes.

PX has an advanced "Endorsement and Approval" Matrix designed and developed over a four year period

to appropriately manage a client’s ongoing "Probity & Governance" regimes.

It is ideal for automating the delineation of client roles and responsibilities and chains of

command/delegated financial authorities (DFA) for 'procurement' and 'non procurement' type activities on

capital projects, operations and feasibility studies.

It applies advanced techniques specific to governance, productivity and stakeholder/supplier collaboration.

Copyright Holders

The sole Owner and Copyright Holder of the PX technology is:

Logistics Consulting Pty Ltd (ABN 71 089 159 231) of 6 Thredbo Close Belmont. QLD. 4153. Brisbane, Australia.

The concepts and information contained in this document and the software supporting PX are the exclusive property of Logistics Consulting. All Rights Reserved.

The design elements and processes of PX are derived in part from Quotes Manager and Supplier Qualification System (SQS). The use or copying of these documents and software in whole or in part without the written permission of the Licensor constitutes an infringement of copyright.

Introduction

Client Organisations (Licensees) who have carried out the 30 day Proof of Concept (POC) trial of this software may wish to purchase client user licenses to use PX for their business requirements.

A non-exclusive single Client (Licensee) specific Portal facility is available to use PX via an Ongoing monthly basis. This is from the date an authorised Licensees Representative logs into their version of PX.

Licensees consent to display their company logo and public domain company information The Licensee consents to the Licensor detailing their company logo and public domain information about

their company on the PX web site http://www.procurementx.com advising that their organisation is

utilising PX Portal(s) for their business during the duration this Agreement.

TERMINOLOGY EOI means Expression of Interest

Framework means PX

Licensing Agreement means this End User Licensing Agreement (EULA) for the PX Enterprise Version.

Internet means an interconnected system of networks that connects computers around the world via the TCP/IP protocol.

http://www.procurementx.com/



License means a single PX Portal License. The software licensing agreement contained in this publication and governing the use of the PX web application/Framework.

Licensor means Logistics Consulting Pty Ltd (ABN 71 089 159 231) of 6 Thredbo Close Belmont. QLD. 4153. Brisbane, Australia the sole Owner and Copyright Holder of the PX technology.

Licensee means a Principal Organisation (Client) approved to use the PX web application/Framework.

Licensee Representative means the person who uses PX; that persons employer if the use is carried out in the course of the person’s employment; and/or the Licensees’ Client.

Logistics Consulting means Logistics Consulting Pty Ltd (ABN 71 089 159 231) of 6 Thredbo Close Belmont. QLD. 4153. Brisbane, Australia the sole Owner and Copyright Holder of the PX technology.

Month or Monthly means Calendar Month.

Portal and Web Portal means a single PX Client Portal developed by the Licensor to enable Principal Organisations (Licensees) and their Suppliers to undertake business processes and transactions via this web based technology.

PE means Procurement Exchange.

PX means Procurement Exchange.

PX means this web application and all related software, components and documents contained within the

PX Framework.

PQC means Pre-Qualification Code

PQQ's means Pre-Qualification Questionnaires

Principal Organisation (Client) means either the Licensee or the client of the Licensee. Both organisations must be authorised to use PX by the Licensor.

Online means forms, web pages, links and associated terminology used by the Licensee and Suppliers via the software program PX.

RFI means Request For Information. Also known as TQ.

RFT means Request For Tender

SOW means Scope of Work

Supplier means Registrant, Proponent, Applicant, Vendor, Invited Contractor, Unapproved Supplier or Approved Supplier.

TQ means Technical Query. Also known as RFI.

SSL means Secure Sockets Layer. A protocol developed by Netscape for transmitting private documents via the Internet. SSL uses a cryptographic system that uses two keys to encrypt data - a public key known to everyone and a private or secret key known only to the recipient of the message.

URL means Universal Resource Locator.

WWW or World Wide Web means a system of interlinked, hypertext documents that runs over the Internet. With a Web browser, a user views Web pages that may contain text, images, and other multimedia and navigates between them using hyperlinks.

DECLARATION By using PX and all related software, components and documents You acknowledge that:

a. You are aware that continuing with the use of PX as well as subsequent use signifies agreement to the terms of this License;

b. You have read and understand the terms of this License, or waived the opportunity to do so and/or get



advice on the terms, at Your own risk;

c. If You are using the PX for an organisation (the Principal Organisation):

i. You have the authority to bind the Principal Organisation (Licensee) to the terms of this License; and ii. You agree to the terms of this License, in Your own right and on behalf of the Principal Organisation;

d. the computer on which the software is being used has the following minimum requirements:

i. * IBM-compatible computer, Pentium 3 processor or greater * 128 Mb RAM * MS Windows 7 or Linux based C/W modern browser (Either Firefox or Google Chrome)and an internet connection * Microsoft-compatible mouse * Desktop resolution of at least 800 x 600, 256 colours, Small Fonts

1. GENERAL 1.1 The parties to this License are Logistics Consulting (Licensor) and all of the following (together, You - Licensees Representative): the person who uses PX; that person’s employer if the use is carried out in the course of the person’s employment; and the Principal Organisation, if any.

1.2 This License becomes binding on all the parties as soon as the use of PX commences, however, unless there is a dispute as to authority, the Licensor will only enforce its rights against the Principal Organisation if the user is not the only Licensee Representative.

1.3 Logistics Consulting reserves the right at their sole discretion to accept or reject an application from a company (Licensee) to license PX on an ongoing monthly basis.

2. LICENCE 2.1 The Licensor hereby grants to You a license to use PX (this License) such that You may:

a. access PX remotely without a separate License for the remote access point;

b. use PX for the duration specified in the licensing agreement.

2.2 You may not, without the express written permission of the Licensor:

a. reproduce PX in any way, shape or form, except as envisaged by PX itself or this License;

b. alter PX except as permitted by the normal operation of PX;

c. produce or manufacture or commission the manufacture or production of, any product or process that is similar to PX;

d. make any copies of the program, PX manual(s) or any written material provided by the Licensor;

e. loan, rent, lease, or sell PX material or programs containing PX to a third party except as part of a transfer or other use expressly permitted by this License;

f. reverse engineer, decompile or disassemble any PX programs or any part thereof;

g. transfer this License to a third party unless You first receive the written consent of the Licensor, the third party agrees to a License in the same terms as this License and the third party pays the required License transfer fee, and You delete all copies of PX; or

h. carry on or be concerned or interested in any business (whether alone; or jointly with or as a director, consultant, manager, servant, agent, or partner of any person, firm, or corporation; or with their respective employees, servants, or agents; or as the trustee or beneficiary of any trust; or otherwise by any means whatsoever) that does any of the things specified in paragraphs above in this clause 2.2.

2.3 All rights not expressly granted to the user of PX under this License are expressly reserved to the Licensor.



3. MAINTENANCE AND SUPPORT OF PX 3.1 During the term of this License, the Licensor may provide You with minor enhancements, minor upgrades and bug fixes from time to time, but does not contract to supply You with new versions of PX.

3.2 At the Licensor’s sole discretion prior to registration the Licensor may, and after registration, the Licensor shall, in good faith, supply to You:

a. free website support at www.procurementx.com; or via the PX Portal Help facility;

b. limited contact with the Licensor, with the Licensor reserving the right to advise You that its support requirements go beyond that which can be provided free of charge and charge for support at an agreed rate;

c. electronic help file access relating to PX, to ensure the full exploitation of the License granted under this License; and

d. details of all improvements and other developments in PX hereafter produced or owned by the Licensor;

3.3 It is Your responsibility to put in place the necessary administrative policies and procedures to ensure the safe and effective use of PX. These policies and procedures should reflect common best practices for this type of information technology. This includes, but is not limited to the following:

a. Security – SSL encryption technology to safeguard the transmission of sensitive data. The Licensor will install the SSL certificate as part of the cost of setting up a Licensee specific PX portal.

b. Data Backup – The Licensor shall provide a backup service at a cost to the Licensee if data is inadvertently deleted. The backup will be restored data to the prior evenings backup point.

c. Passwords etc. – The Licensor may provide codes and passwords in the course of business dealings with You (License codes, Licensee codes, passwords). It is Your responsibility to keep these references in safe custody.

3.4 The Licensor will not modify PX to comply with the specific requirements of the Licensee unless it believes that there is sufficient business merit. The Licensor may develop customised versions of PX for You but this will be undertaken pursuant to a separately negotiated and priced contract.

3.5 PX must be used as intended, where this is generally specified in the documentation supplied with PX.

4. LIMITED WARRANTY 4.1 The Licensor hereby represents, warrants and undertakes to You that:

a. it shall make available to You any minor enhancements, minor updates or bug fixes for PX that are produced by the Licensor during the term of this License;

b. the Licensor has full right and title to grant this License and neither the entering of this License nor the performance by the Licensor of its obligations will cause it to be in breach of any License to which it is a party or is subject;

c. the use by You of PX shall not infringe any copyright, trademark, registered design, or similar or other intellectual property rights of any third party, nor give rise to payment by You of any royalty to any third party or to any liability to pay compensation to a third party.

4.2 You acknowledge that:

a. the acknowledgments in the declaration at the beginning of this License are correct;

b. no promise, representation or warranty or undertaking has been made or given by the Licensor, or any person or company on its behalf, in relation to the profitability of, or any other consequences or benefits to be obtained from the delivery or use of PX or any accompanying manuals, and written materials, other than those advised by the Licensor at www.procurementx.com, and acknowledged by the Licensor prior to using PX;



c. You are not entitled to rely on any representations unless they are acknowledged by return e-mail by the Licensor;

d. no other representations have been made or relied on by You; and

e. the entire risk as to the quality, performance and suitability of PX is borne by You, and it is Your responsibility to thoroughly test and evaluate PX at all stages of operation before paying the License fee.

4.3 Subject to clause 4.2, You acknowledge that:

a. You have used the 30 day POC trial to assess the suitability of PX;

b. You are satisfied with the functionality of PX and

c. if You choose to register PX and pay the License fee, You have relied upon Your own skill and judgment in doing so.

4.4 The Licensor cannot and does not warrant that PX is suitable for all localities in the world. It is Your responsibility to ensure that PX is suitable for the locality in which it will be used.

4.5 The Licensor cannot and does not warrant that PX is totally error free or that PX programs may not, in some circumstances, fail to function. If PX contains errors or PX programs fail to function, the Licensor will endeavour to remedy the defects in subsequent upgrades.

4.6 To the full extent permitted by the laws applicable to this License, any conditions or warranties imposed by such laws are hereby excluded. Insofar as liability under or pursuant to any legislation may not be excluded, such liability is limited to replacement of PX or correction of the defects in PX material.

4.7 Except to the extent provided above, under no circumstances shall the Licensor or any agent, related company or related person be liable for any loss, damage or injury (including without limitation any loss of profit, indirect, consequential or incidental loss, damage or injury) arising from the supply or use of PX programs and any accompanying materials or any failure by the Licensor or any related company to perform any obligation or observe any terms of this License.

4.8 The warranties given by the Licensor will not apply if the Licensor is not responsible for the problem, for example, if the problems results from:

a. an unauthorised modification made to PX by You or any other party;

b. the media (where applicable) being subjected to accident, abuse, or improper use; or

c. being used on or in conjunction with hardware or software other than the hardware and software described in clause (d) of the declaration at the beginning of this License.

5. TERMINATION 5.1 This License shall immediately terminate if You use PX otherwise than in accordance with this License or otherwise breaches this License.

5.2 Upon termination, You shall forthwith destroy or remove all copies of PX material from any backup medium on which it has been stored.

6. GENERAL 6.1 This License embodies all the terms that are binding between the parties, and replaces all previous representations and proposals not embodied herein.

6.2 This License shall be governed by the laws of Queensland and shall be deemed to have been made in Queensland. Any proceedings arising out of or in connection with this License may be brought in any court of competent jurisdiction in Queensland.

6.3 If any provision of this License is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, the validity and enforceability of the remaining



provisions shall not be affected.

7. PAYMENT OF MONTHLY LICENSING FEE 7.1 The Licensee shall pay to the Licensor a EULA licensing fee based on the number of 'Work Packages'

they undertake within their PX portal for the month.

7.2 The Licensee authorises the Licensor to direct debit their nominated bank account each month applicable to the Ongoing Monthly Licensing Fee. Only one bank account per client portal will be accepted.

7.3 The Licensor may at their sole discretion invoice the Licensee as an alternative to the direct debit arrangement detailed above. Payment will be affected by the Licensee to the Licensor Nett 14 days from the date of a Tax Invoice.

7.4 The calculation formula for determining the Licensees actual fee for a particular Month is calculated by

the Licensor and charged to the Licensee based on the total 'Work Package' Numbers undertaken within a

specific month, within a specific Client Portal.

7.5 The actual monthly Licensing Fee for each Client (Licensees) Portal will be determined by the Licensor

on the last day of each calendar month.

8. CANCELLATION 8.1 The Licensee shall provide to the Licensor one month’s written notice that they wish to cancel the Licensing Agreement. A cancellation fee equivalent to a one month fee will be charged to the Licensee to terminate this Agreement.

9. PRICING (INCLUSIONS AND EXCLUSIONS) - SINGLE CLIENT PORTAL ARRANGEMENT

9.1 PER WORK PACKAGE/PER MONTH

The ‘work package’ pricing contained in this EULA is calculated on the number of ‘work packages’ that are contained in the Licensees (Client PX Portal) in any one given month.

Example:

8 x work packages identified within a Client’s PX Portal for the month of August will be invoiced to the Licensee by the Licensor at a total invoiced sum of $24,000.00 + GST.

$3,000.00 per work package/per month

9.2 PX MODULES INCLUDED The following PX Modules are included with this EULA arrangement:

Principal Management Included

Supplier Insight Included

Supplier Qualification Included



Tender Management Included

Award Management Included

Supplier Insight

Included

9.3 OTHER PRICING CONSIDERATIONS Client User Band - Number of Client Users deployed No restriction on numbers

'Supplier System' Module No restriction on numbers

Probity and Governance Feature ENABLED

PX account manager Excluded. POA.

PX adviser(s) Excluded. POA.

Quality assurance expert Excluded. POA.

Currency AUD$

GST and all applicable taxes Excluded

No. of PX Client Portals Deployed? One

PX Deployed to Licensor Server Yes

PX Deployed to Licensees Server (Client) POA

9.4 GENERAL

Storage capacity – Up to a maximum capacity of 60GB/portal

Optimised for tablets - Ideal for on-site purchasing, field and remote location procurement

Yes

Secure socket layer (SSL). 128 bit encryption Yes

A cloud based solution built using Microsoft technologies, including .NET 4.0, ASP.NET MVC3, SQL Server 2008 and IIS 7.5

Yes

Licensors Australian based servers Yes

PX designed and developed exclusively in Australia Yes

Backup server function POA

Sole source arrangements (Allow or disallow) Yes

Private tender submissions (Allow or limit) Yes

Public tender submissions (Allow or limit) Yes

9.5 PX HELP

Framework Help System (FHS) - Client Specific Included

Framework Help System (FHS) - Supplier Specific Included

Email task notifier Included

Limited phone support Included

Online help support Included

Help landing pages Included Dedicated Client (Licensee) PX Training Portal Excluded. POA.



9.6 GENERAL PORTAL FEATURES

Client specific branded PX portal Included

Dedicated secure supplier area for each supplier organisation Included

Stakeholder messaging function. Client and supplier sides. Included

Dashboards, charting and analytics. Client and supplier sides Included Client sanctioned and customisable procurement forms and templates Included

Module search functions Included On the fly reporting Included Notifications indicator. Client and supplier's side Included

Client sanctioned management plans Included Client sanctioned technical specifications and drawings library Included Client sanctioned commercial documents library Included Restore client portal to last restore point. Prior business day Excluded. POA. For record keeping purposes retain client portal data base after procurement cycle has been completed

Excluded. POA.

9.7 PROBITY AND ASSURANCE FEATURES

Full read only access to a client's PX portal. Internal and external client auditors Included

User Restrictions to Priced Data Included

Auto document transmittal generation Included Client sanctioned approvals and governance matrix Included Electronic Fail safes and Assurance Gates to manage Stakeholder Accountabilities Included

Version control applied to workflows and processes Included Lock electronic (e) tender box Included Commercial compliances and events logs. Client and supplier sides Included Conflict of interest declarations Included Contractual file notes Included

9.8 PROPONENT/SUPPLER FEATURES

Proponent/supplier users Included

Supplier housekeeping function Included

Supplier registration Included Proponent expression of interest function Included

Application process for pre-qualification Included Tender preparation function Included Tender clarification function Included Re validation function Included Tender negotiation function Included

9.9 PRE-TENDER MANAGEMENT (SUPPLIER QUALIFICATION) FEATURES

Expression of Interest (EOI) functionality Included

Pre-Qualification Questionnaires (PQQ's) Included



Pre-Qualification Codes (PQC's), Upgrade, Downgrade and Revoke Suppliers Included Supplier Review functionality Included

9.10 TENDER MANAGEMENT FEATURES

Workflows - Primary and Secondary Events Included

Gantt chart function Included

Purchase requisition function Included Work Package/Work Breakdown Structure (WBS) function Included RFI/TQ function Included RFT function Included NTT (Addenda) function Included Lock electronic (e) tender box Included Post Tender Close Notices Included Bid tabulation (bid tab) comparison function Included Short listed tenderer function Included Recommend supplier(s) for award Included

9.11 AWARD MANAGEMENT FEATURES

Generated conformed contracts Included

Generate letters of regret Included

9.12 PROJECT MANAGEMENT ELEMENTS

Engineering and technical management Included

Commercial management Included

Document management Included Procurement management Included Time and schedule management Included

Work package management Included Stakeholder engagement Included

Supplier pre-qualification and rating Included

Tender management Included Contracts negotiation Included



9.13 THE FRAMEWORK'S BUSINESS SYSTEMS

Automated housekeeping Included

Contracts formation and award Included Contracts negotiator Included Document and tracking Included Framework help system Included Management plans and procedures Included Planning and governance Included Portal setup and detailing Included Probity and ethics Included Stakeholder messaging Included Supplier system Included

Supplier qualification system Included Tender formation to tender close Included Tender evaluation and recommendation Included

Documents

End User Licensing Agreement (EULA)procurementexchange.dev.nucleo.com.au/_media/legal/Procurement... · End User Licensing Agreement (EULA) – (Per Work Package/Per Month) 5 Commercial-in-Confidence,