General Terms and Conditions

1. The TFS Now operation is owned wholly and solely by Readify Pty Ltd (ACN 097 323 781) (“Readify”), which manages the operational and running aspects of TFS Now, including the Build Server and underlying infrastructure to support a hosted Microsoft Team Foundation Server environment.
2. By accepting these terms and conditions you enter into an Agreement with Readify. This Agreement is personal to and binding on you and, if you enter into this Agreement on behalf of an organisation or body corporate, your organisation or body corporate and you may not assign your rights or obligations to anyone. If any provision of this Agreement is invalid or unenforceable, the remaining provisions will continue in full force and effect. This Agreement shall be governed by the laws of Australia governing contracts wholly entered into and wholly performed within the State of Victoria.
3. In addition to these terms and conditions, your usage of the TFS Now software is subject to, and must at all times comply with, Microsoft’s Customer Licence Terms, a copy of which is attached. By accepting these terms and conditions you agree to comply with the Microsoft Customer Licence Terms.
4. The TFS software and any associated licensed products are licensed by Microsoft and neither your access to use the TFS Now nor anything else in this agreement shall be construed as transferring any ownership or other rights to the licensed products.

Operating Hours

5. The TFS Now service will operate 24 hours a day, 7 days a week, 365 days a year with the exception of minor down time, as required and at times deemed by Readify to have least impact on service provision, for backups of project and build data and maintenance of the servers.
6. However, if Readify determines, in its sole discretion, that a single customer is utilising unexpectedly high resources, Readify reserves the right to take that customer offline at any time to relocate their TFS Now database to another host server for load balancing.
7. Regular business hours of 9.00am to 5.00pm Australian EST apply for all contact with Readify and TFS Now support staff.

Support

8. During regular business hours, support turnaround is set at a maximum four (4) hour response time. Outside of these hours, the response time will be no more than 24 hours.
9. Support is accessible through email and online ticketing system provided as part of the TFS Now Control Panel software.
10. Support for TFS Now is provided by Readify or a third party appointed by Readify and not by Microsoft, its affiliates or suppliers.

Customer Obligations

11. The customer is prohibited from removing, modifying or obscuring any copyright, trademark or other proprietary rights notices contained in or on the licensed products including, but not limited to, the TFS Now service, and Microsoft Visual Studio Team System user licences.
12. The customer is prohibited from undertaking or attempting to undertake any reverse engineering, decompilation or disassembly of the licensed products, except and only to the extent that such activity is expressly permitted by applicable law.

Fees and Billing

13. There is a one (1) month minimum term for a TFS Now subscription. Customers may end their subscription upon 30 days’ notice with the understanding that they will be charged for the current month's subscription fees based on their registered number of users.
14. The base monthly service fee of A$995.00 includes a maximum of five (5) users. Any additional users will be charged at A$85.00 per user per month, calculated by the maximum number of users created in the given period (for example, if the customer starts the month with five (5) users, adds two (2) more on the 10th day, adds another on the 22nd day, then removes two (2) on the 28th day, the customer will be charged for a total of eight (8) users for that month).
15. All prices quoted in these terms and conditions, on printed materials and on the TFS Now website are in Australian dollars and listed exclusive of GST. Australian customers will be required to pay GST in addition to the listed costs as part of their service fees.
16. Customers must pay the A$600.00 setup and decommissioning fee in full, along with the first month's service fee, in advance.
17. Billing will occur on the first day of each month, including in arrears any charges for new additional users.
18. Payment must be made by credit card within 14 days of receipt of invoice through www.readify.net/makepayment.
19. Penalties apply for late payments as follows:
    1. Accounts remaining overdue 21 days from invoice date may have access to TFS Now suspended and, if so, will incur a reestablishment fee of A$150.00.
    2. Accounts remaining overdue 60 days from invoice date will have their TFS Now instance decommissioned. A new further Set Up fee of A$600.00 will be payable to reinstate your TFS Now service.
20. Readify reserves the right to amend the payment process and requirements at its discretion and will notify customers of any such change.
21. TFS Now subscriptions commencing partway through a month will incur a pro rata access service fee, including any extra charge for additional users.

Collection of Information

22. You consent to Readify collecting personal information about you and grant permission for Readify to disclose this information to its Microsoft reseller. The Microsoft reseller has warranted to Readify that it will use this information solely for the purposes of distributing or providing the TFS product, will not make this information available to any third parties nor use the information for marketing purposes and that any such information shall be treated as strictly confidential.

Term and Termination

23. Your access to the TFS Now service and associated TFS products is on a month-by-month basis. Readify may at any time cease to offer the TFS now service.
24. You acknowledge that Readify’s access to and ability to supply the TFS product is dependent upon the Microsoft reseller retaining the right to distribute the TFS product. You acknowledge that any cessation of the reseller’s right to distribute the TFS product:
    1. Is beyond Readify’s control; and
    2. May result in Readify being unable to supply the TFS Now service.
25. In the event that the Microsoft reseller ceases to hold the right to distribute the TFS product resulting in Readify being unable to continue to supply the TFS Now service to you, Readify may terminate this agreement. You have no right of compensation or damages against either Readify or its Microsoft reseller in the event of termination in these circumstances.
26. Upon termination of this Agreement you must, upon Readify’s instruction, return or destroy any and all copies of any licensed products including, but not limited to, any software provided as part of the TFS Now offering.

Warranty and Limitation of Liability

27. Subject to the express terms contained in this agreement, no warranty condition, description or representation on the part of Readify is given or implied by this agreement or has been given or is to be implied from anything said or written in the negotiations between the parties or their representatives prior to this agreement.
28. Readify is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the TFS product or the supply of the TFS Now service or arising out of Readify’s negligence or in any way whatsoever.
29. Except where prohibited by law, any statutory or other warranty condition, description or representation expressed or implied as to the state, quality or fitness of the TFS product and/or TFS Now service subject of this agreement is hereby expressly excluded.
30. Readify’s liability for a breach of condition or warranty implied by the Trade Practices Act 1974 (Cth.) (other than s69) shall be limited to the repair or replacement of the TFS product or the resupply of the TFS Now service.
31. Subject to the express terms contained in this agreement, there shall be no liability on the part of Readify in respect of any claim whatever that may arise either from the customer or any person through the customer arising from any defect in the TFS product and/or TFS Now service sold or arising from non-supply, incorrect supply or delay in the dispatch or the delivery of the TFS product and/or the TFS Now service.
32. Readify shall not, regardless of the form of action arising in connection with this agreement (including without limitation negligence of any kind whether active or passive) be liable to you for indirect or consequential losses or otherwise for harm to business, lost revenues, loss of anticipated savings or lost profits.

CUSTOMER LICENSE TERMS

TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE

This document concerns your use of Microsoft software, which includes computer software provided to you by Readify Pty Ltd (ACN 097 323 781) (hereinafter referred to as “Company”) as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually and collectively, “SOFTWARE PRODUCTS”). Company does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which Company needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with Company, and to your understanding of, compliance with and consent to the following terms and conditions, which Company does not have authority to vary, alter or amend.

1. DEFINITIONS.

   “Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software.

   “Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” or other electronic device.

   “Server Software” means software that provides services or functionality on a computer acting as a server.

   “Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.

2. OWNERSHIP OF SOFTWARE PRODUCTS.

   The SOFTWARE PRODUCTS are licensed to Company from an affiliate of the Microsoft Corporation (“Microsoft”). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you.

3. USE OF CLIENT SOFTWARE.

   You may use the Client Software installed on your Devices by Company only in accordance with the instructions, and only in connection with the services, provided to you by Company. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement which may be presented in electronic form during your use of the Client Software.

4. USE OF REDISTRIBUTION SOFTWARE.

   In connection with the services provided to you by Company, you may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO Company, WHICH TERMS MUST BE PROVIDED TO YOU BY Company. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by Company.

5. COPIES.

   You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by Company; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Company, upon notice from Company or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS.

6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.

   You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.

7. NO RENTAL.

   You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.

8. TERMINATION

   Without prejudice to any other rights, Company may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.

9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT.

   ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY COMPANY AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES.

10. PRODUCT SUPPORT.

    Any product support for the SOFTWARE PRODUCTS is provided to you by Company and is not provided by Microsoft or its affiliates or subsidiaries.

11. NOT FAULT TOLERANT.

    THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.

12. EXPORT RESTRICTIONS.

    The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.