1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires or is specified otherwise:
Budget Proposal means the indicative cost “for the supply of Workbench Software and implementation services” prepared by Workbench International for the Customer and accepted by the Customer; These costs are not fixed and are subject to change by agreement between both parties where there is a change in scope.
Business Day means a day other than a Saturday, Sunday or public holiday in the country or state of the Workbench provider (unless otherwise agreed between the parties in writing).
Customer Data means the data inputted by the Customer, or Workbench International on the Customer’s behalf, for the purpose of using the Software or facilitating the Customer’s use of the Software.
Deployment Model means the environment in which the Software is deployed. There are two Deployment Models:
(a) Customer Managed - the Software is made available to the Customer from the Customer’s premises or at a location nominated by Customer;
(b) Workbench International Managed - the Software is made available to the Customer on an “as-a-service” basis, from a location nominated by Workbench
Documentation means the documentation (if any) made available to Customer by Workbench International (whether in hardcopy or electronic form) which sets out a description of the Software and the user instructions for the Software;
Effective Date means the date of this Agreement;
Helpdesk Services means the helpdesk services that Workbench International may provide in relation to the Software, as set out in Schedule 1;
Implementation Services means configuration, onboarding, training, consultancy, and other time-based services, as described in the Budget Proposal;
Initial Subscription Term means the initial subscription term for the Software as set out in the Budget Proposal;
Intellectual Property Rights means any patent, trade-mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual property rights, whether registered, in the course of being registered or unregistered and any analogous rights worldwide;
Invoicing means invoicing to the Customer of the Subscription Fees for Licences and for Implementation and Support Services
Licence means the licence granted by Workbench International to the Customer to use the Software in accordance with clause 2.2;
Normal Business Hours means [8.30 am to 5.00 pm] each Business Day;
Renewal Period means the renewal period after the Initial Subscription Term as set out in the Budget Proposal;
Software means the software called “Workbench” that is made available by Workbench International to Licensed Users through the Deployment Model under this Agreement;
Specific Terms means the specific terms and conditions (if any) set out in the Budget Proposal;
Statement of Work is a request for time-based Services;
Subscription Fee means the subscription fee payable by Customer to Workbench International for access to and use of the Software by Licenced Users, as initially set out in the Budget Proposal and subsequently amended on agreement between the parties;
Subscription Term is the period for which the Licence Fees will be paid;
Third Party Products and Platforms means any third-party platforms or products detailed in the Budget Proposal, or otherwise agreed between the parties
Virus means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, malware, viruses and other similar things or devices.
1.2 If there is any inconsistency between any provision set out in the following sections (each a Section):
(a) the Specific Terms;
(b) this Agreement (excluding the Schedules);
(c) the Job Budget;
(d) the Budget Proposal; and/or
(e) the Schedules;
the provision in the Section that is higher up in the order above will take precedence to the extent of any inconsistency unless the provision in the Section that is lower down in the order is expressly stated to override the provision in the Section that is higher up in the order. By way of example, if there is any inconsistency between a provision in the Specific Terms and a provision in the Schedules, then the provision in the Specific Terms will prevail, unless the provision in the Schedule is expressly stated to override the provision in the Specific Terms.