Terms and Conditions 
These Terms and Conditions (the “Terms” or “Agreement”) for EncompaaS products and services (“Product” or Products”) are a legal agreement between you, either as an individual or a legal entity (“Customer”), and the following EncompaaS entity:
(a)	If you are domiciled in the European Union, or a European Economic Area Country, EncompaaS EMEA Limited, a private limited company registered in England and Wales, with company number 11626507 and with its registered office at c/- Goringe Accountants, 5 Theale Lakes Business Park, Moulden Way, Sulhamstead, Reading, Berkshire, RG7 4GB, England; and 

(b)	If you are domiciled anywhere else in the world, Encompaas Software Pty Ltd (ACN 628 933 371) of Level 7, 151 Macquarie Street Sydney, NSW 2000, Australia 
(together, “EncompaaS”). 
These Terms, along with any other policies or documents referenced herein, govern Customer’s purchase and use of the Products. Customer’s use of the Products constitutes its binding legal agreement to these Terms, which are purchased through the Azure Marketplace or AppSource Marketplace (together, “Marketplace”) subject to change at any time by EncompaaS.
This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. If Customer is not legally able to be bound by these Terms or does not want to consent to these Terms, Customer’s use of the Products is strictly prohibited. Both parties acknowledge that Microsoft is not a party to this Agreement, nor in anyway responsible for the parties’ actions or obligations under this Agreement. Microsoft’s relationship with Customer and EncompaaS is solely governed by Microsoft’s respective agreements with those parties. Microsoft otherwise disclaims all liability resulting from this Agreement (including any Orders).
EncompaaS reserves the right at any time to modify these Terms in its sole discretion. If Customer does not agree to any changes to the Terms, it must stop using the Products and terminate its account immediately. It is incumbent upon Customer to check for any amendments to these Terms and review the most current version of this Agreement from time to time so that it will be apprised of any changes. 
1.	Relationship to Other Agreements.
If the cloud version of the Products is purchased, Customer must also comply with the Licence and Services Agreement for the Products. The terms of the Licence and Services Agreement prevail of these terms to the extent of any inconsistency.
2.	Use of EncompaaS Products. The Products are made available to Customer only for internal business use and not for resale, unless Customer is a legal and authorised reseller of EncompaaS Products pursuant to a contract executed by both parties stating Customer is an authorised reseller. Customer agrees and understands that the License for the software included in the Products is non-transferable and may not be sold or transferred in any way except by an authorised reseller or distributor. Such use must also comply with all applicable EncompaaS policies and all laws, rules and regulations, and must not infringe or violate third party rights. Customer may not sell, license, provide services, or distribute the Products or any part thereof to any third party.
3.	End User Terms of Use.
Customer agrees, and must ensure that all authorised users (“Users”) of the Products agree that: 
(a)	Each User’s log-in details are personal to that user and each user will keep theirs confidential and not share them.
(b)	If a User suspects unauthorised use of their login details, they will immediately change their password and notify an EncompaaS support contact. 
(c)	If a User suspects a personal data breach, they will immediately notify an EncompaaS support contact. 
(d)	Each User will cooperate with EncompaaS support contacts that are investigating any complaint, data breach, or other problem. 
Each User agrees that they will not: 
(e)	Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Products. 
(f)	Use the Products in connection with any fraudulent or harmful purpose or activity, in a manner that causes or is likely to cause offense, in a manner that infringes the intellectual property rights of any third party or that violates any applicable law. 
(g)	Use the Products to store or transmit infringing, defamatory, or otherwise unlawful or tortious material, or malicious code. 
(h)	Bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by the Products or permit, induce or assist anyone else to do so.
(i)	Interfere with or disrupt the integrity or performance of the Products.
(j)	Access or use the Properties for purposes of developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the EncompaaS Products.
4.	Intellectual Property Ownership
(a)	Intellectual Property Ownership. Customer acknowledges that EncompaaS or its licensors own all right, title and interest in and to the Products (including software) and content provided through or in conjunction with the Products, including, without limitation, all intellectual property rights. Except for the license granted in these Terms, all rights in and to the Products are reserved and EncompaaS grants no implied licenses.
5.	Term, Termination and Survival.
(a)	Term. This Agreement is effective upon purchase or use of the Products, and, unless earlier terminated, remains in effect until Customer no longer utilises the Products.
(b)	Termination.
(i)	EncompaaS may terminate this Agreement for Customer’s breach, which Customer fails to cure within thirty (30) days of written notice by EncompaaS.
(ii)	Customer agrees that, upon termination, Customer will immediately discontinue all use of the Products and that it is not entitled to any refund of prepaid fees.
(c)	Survival. The terms of this Agreement that by their nature extend beyond termination shall survive termination of this Agreement.
6.	Relationship of the Parties. The parties intend that the relationship created between them by virtue of this Agreement shall be that of an independent contractor, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between them. EncompaaS and its agents, employees, and servants shall not be deemed to be an employee, agent, or servant of Customer or its affiliated entities, if any. EncompaaS is not to be considered an agent or employee of Customer for any purpose, and none of the benefits provided by Customer or its employees are available to EncompaaS or EncompaaS’ employees, agents, or servants. EncompaaS shall be solely and entirely responsible for EncompaaS’ acts and for the acts of EncompaaS’ agents, employees, servants and subcontractors during the performance of this Agreement.
7.	Force Majeure. Neither party hereto shall be liable for any failure to timely perform any of its obligations under this Agreement if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including, without limitation, fire, flood, strikes, hurricanes, and other industrial disputes, failure of raw material, failure of transport, accidents, wars, riots, insurrections, acts of God or orders of any government department or agency.
8.	Severability. If any term or condition of this Agreement is held void or unenforceable, it shall be severed, and every other provision shall be enforced as if the void or unenforceable term or condition had never been a part hereof.
9.	Notices. Vendor may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Level 7, 151 Macquarie Street Sydney, NSW 2000, Australia, and such notices will be deemed received 72 hours after they are sent.
10.	Entire Agreement and Assignment.
(a)	Entire Agreement. This Agreement, together with the Licence and Services Agreement for the Products, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the Products. EncompaaS’ failure to enforce a provision is not a waiver of its right to do so later. Any waiver of any provision of this Agreement will be effective only if in writing and signed by EncompaaS.
(b)	Assignment. Customer may not assign or transfer any of its rights or obligations under this Agreement. EncompaaS may freely assign its rights and obligations under this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void.
Revised: October 2019