BETWEEN:

IDRONIC PTY LTD ABN 33 145 620 024

the “Licensor”

AND:

Your Company

the “Customer”

RanFab

LICENCE Agreement

RECITALS:

A. The Licensor owns the Software.

B. the Customer desires to obtain from the Licensor the right to use the Software.

C. The parties have entered this Agreement to record the terms and conditions of this Agreement.

RanFab Licence Agreement

Parties

This Licence Agreement (“Agreement”) is made between:

IDRONIC PTY LTD
ABN 33 145 620 024
(the “Licensor”)

AND

Your Company
(the “Customer”)

RECITALS

A. The Licensor is the sole legal and beneficial owner of the Software.

B. The Customer wishes to obtain a limited licence to use the Software strictly in accordance with this Agreement.

C. This Agreement records the entire terms and conditions governing the Customer’s use of the Software.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

• Agreement means this agreement, including any Schedule.
• Business means the Customer’s business involving sheet metal, fabrication, cutting, engineering, or related industrial activities.
• Commencement Date means the date specified in the Schedule.
• Confidential Information means all non-public information disclosed in connection with this Agreement.
• Designated Equipment means the hardware or server specified in the Schedule.
• Documentation means all manuals, guides, specifications, and online materials supplied with the Software.
• End Users means individuals authorised by the Customer to use the Software.
• End User Account means a named user account with admin, manager, or operator privileges.
• Force Majeure Event means events beyond reasonable control, excluding payment obligations.
• GST has the meaning under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Intellectual Property Rights means all present and future intellectual property rights worldwide.
• Software means the RanFab software and any related modules or updates.

1.2 Interpretation

Standard rules of interpretation apply. Headings are for convenience only.

2. GRANT OF LICENCE

2.1 Licence Grant

The Licensor grants the Customer a non-exclusive, non-transferable, revocable, limited licence to use the Software:

• solely for internal business purposes;
• only on the Designated Equipment or approved environment;
• only for the number of named End User Accounts purchased;
• strictly subject to this Agreement.

2.2 Licence Nature

The Software is licensed, not sold. No ownership rights transfer to the Customer.

2.3 Users and Access

• Each End User must have a separate Named User Licence.
• Concurrent or shared use of credentials is prohibited.
• The Customer is fully responsible for all End User activity.
• The Customer must implement its own backup, disaster recovery, and security controls.

3. RESTRICTIONS

The Customer must not:

• copy, modify, adapt, reverse engineer, decompile, or create derivative works;
• allow third-party access;
• remove proprietary notices;
• use the Software in a manner that damages the Licensor’s reputation.

Any statutory rights apply only to the minimum extent required by law.

4. UPDATES, MAINTENANCE AND SUPPORT

• Updates are provided at the Licensor’s discretion.
• Maintenance is mandatory for continued support.
• Support is provided only for the current version.
• The Licensor may discontinue features, versions, or the Software entirely at any time.
• No training, implementation, or integration services are included unless agreed separately in writing.

5. FEES AND PAYMENTS

• All fees are exclusive of GST.
• Licence fees are once-off per named user unless otherwise stated.
• Cloud/ Hosted version, please refer to the terms of service
• All fees are final, non-refundable, and non-cancellable.
• The Customer must maintain sufficient Named User Licences at all times.

6. WARRANTIES AND DISCLAIMER

To the maximum extent permitted by law:

• The Software is provided “AS IS” and “AS AVAILABLE”;
• All warranties, guarantees, and representations are excluded;
• The Licensor does not warrant uninterrupted or error-free operation.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

• The Licensor excludes all liability for indirect, consequential, incidental, or economic loss;
• Total aggregate liability is strictly limited to the fees paid in the immediately preceding 12 months or AUD $100, whichever is greater;
• Liability is reduced proportionally where the Customer contributed to the loss.

8. INDEMNITY

The Customer indemnifies the Licensor against all claims, losses, damages, costs, and expenses arising from:

• misuse of the Software;
• breach of this Agreement;
• unauthorised access or data loss.

9. CONFIDENTIALITY

Each party must protect the other’s Confidential Information and may use it only for purposes of this Agreement.

10. TERMINATION

The Licensor may terminate immediately upon:

• non-payment;
• breach;
• insolvency;
• licence misuse.

Upon termination:

• all rights immediately cease;
• the Software must be removed;
• no refunds apply.

11. AUDIT

The Licensor may audit licence compliance. Shortfalls must be rectified immediately and may incur additional fees.

12. GOVERNING LAW

This Agreement is governed by the laws of Queensland, Australia, and the courts of Queensland have exclusive jurisdiction.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and supersedes all prior arrangements.

14. ACCEPTANCE

By installing, accessing, or using the Software, the Customer agrees to be bound by this Agreement.