1. Definitions and Interpretation
In this Master Services Agreement, words in bold in parentheses have the meanings given to them therein. In addition, the following words have the following meanings, unless expressly agreed otherwise
Accepted Order means an Accepted Proposal or Accepted Quotation or where applicable, a Commercial Details Schedule.
Accepted Proposal means a Proposal, duly executed by or on behalf of the Customer that has been received by the Company.
Accepted Quotation means a Quotation, duly executed by or on behalf of the Customer that has been received by the Company.
Administrator means an End User nominated by or on behalf of the Customer that is provided with access to the administration section of the Software, which includes functionality to add and remove End Users and add and remove Administrator Access to End User Accounts.
Administrator Access means an End User Account that has been granted Administrator privileges that have not been revoked.
Applicable Law means any applicable legislation, rule of the general law, including common law and equity, judicial order or consent or requisition from, by or with any governmental agency in any applicable jurisdiction.
Availability Target has the meaning given to it in the SLA.
Business Day means any day from Monday to Friday in New South Wales, excluding public holidays in New South Wales.
Business Hours means 8:30am – 5:30pm AEST (or AEDT where applicable) on Business Days.
Commencement Date means date on which the relevant Accepted Order has been received and accepted by the Company.
Commercial Details Schedule means a document entitled “Commercial Details Schedule”, duly executed by or on behalf of the Company and the Customer that has been received by the Company and is expressly executed for the purposes of the Contract.
Company means Leapfrog Publishers Pty Ltd, trading as Swift Digital.
Confidential Information means information which is either marked as confidential or has the quality of confidential information. The Company’s Confidential Information includes the Company’s business affairs, financial affairs, business plans, price lists, strategies, technical operations, Intellectual Property Rights, the Documentation and financial position. The Company’s Confidential Information (whether or not reduced to writing or designated or marked as confidential) also includes, with respect to the Software, all and any:
(a) work product resulting from or related to work or projects performed or to be performed by the Company, including the interim and final lines of enquiry, hypotheses, research and conclusions related thereto and the methods, methodologies, technologies, processes, procedures, analysis, techniques and audits used in connection therewith; and
(b) software of any type or form and in any stage of actual or anticipated development, including, programs and program modules, routines and subroutines, stored procedures, algorithms, business logic, relationship maps and diagrams, scripts, databases, database structures, database objects, tables, triggers (being special stored procedures which automatically execute when particular events occur), functions, views, front end and back end components, database schemas, design concepts, design specifications (including design notes, annotations, functional specifications, documentation, flowcharts, coding sheets, and the like), Source Code, Object Code, SQL component code, software libraries, load modules, programming, program patches and system designs.