EULA - Tier 3
End-User License Agreement (EULA) & Terms of Service (TOS)
This Agreement is made on the [Day] day of [Month], [Year] between:
MFC Safe Pty Ltd, (ACN 634 182 424) a company incorporated in Queensland, Australia, having its registered office at 5 Argyle Close, Edge Hill, Queensland 4870, Australia (“MFC Safe”),
and
[Client Company Name and Business Number], a company incorporated in [Jurisdiction], having its registered office at [Client Address] (“User”).
This Agreement governs the licensing, access, and use of MFC Safe’s Didge software platform, its associated modules, integrations, and services (“Software”), together with any related services provided by MFC Safe.
By installing, accessing, or using the Software, or by signing this Agreement, the User accepts and agrees to be bound by the terms herein.
1. Definitions
In this Agreement:
“Software” – The MFC Safe Didge platform, including all user interfaces, back-end systems, APIs, connectors, plug-ins, databases, configuration files, software code, updates, upgrades, patches, and any associated documentation, templates, or configuration scripts.
“Services” – Any hosting, support, maintenance, implementation, configuration, training, consulting, or integration services provided by MFC Safe in relation to the Software.
“User Data” – All data, content, files, logs, and information submitted, transmitted, or stored by the User in the Software.
“Authorized Users” – Individuals who are expressly authorized by the User to access and use the Software under the User’s account.
“Business Requirements Document (BRD)” – A mutually agreed document outlining the objectives, deliverables, acceptance criteria, and constraints of a given project.
“Functional Specifications” – A detailed technical design document, prepared by MFC Safe where applicable, describing system behaviour, data flows, and integration requirements.
“Change Request” – A written, signed document that modifies the BRD or Functional Specifications, which may include adjustments to scope, timeline, or fees.
“Confidential Information” – All non-public information disclosed between the parties, whether oral, written, electronic, or otherwise, and whether marked confidential or not, that a reasonable person would understand to be confidential.
2. License Grant
Subject to the User’s compliance with this Agreement and payment of all applicable fees, MFC Safe grants the User a non-exclusive, non-transferable, revocable, limited license to:
Access and use the Software and associated documentation;
Permit Authorized Users to use the Software solely for the User’s internal business purposes;
Access only the applications, modules, and services listed in Schedule A.
The Software is licensed, not sold. All rights not expressly granted are reserved by MFC Safe.
3. Applications and Services Subscribed To
The scope of the User’s access is limited to the applications, modules, and services identified in Schedule A (Subscribed Applications). Any use of unlisted applications or services requires a separate written agreement and applicable fees.
4. Restrictions
The User must not, and must ensure that no Authorized User or third party:
a. Copies, modifies, or creates derivative works of the Software;
b. Reverse engineers, decompiles, disassembles, or otherwise attempts to derive source code, except to the extent permitted by law;
c. Sells, sublicenses, rents, leases, or otherwise transfers access to the Software;
d. Circumvents any technical protections or usage restrictions;
e. Uses the Software to process unlawful data or in violation of applicable laws;
f. Introduces viruses, malware, or other harmful code into the Software;
g. Removes, obscures, or alters any copyright, trademark, or proprietary notices.
5. Ownership and Intellectual Property
The Software, all intellectual property rights therein, and all derivative works, modifications, or enhancements created by or on behalf of MFC Safe are and remain the exclusive property of MFC Safe.
The User retains ownership of their User Data, but grants MFC Safe a royalty-free, worldwide, sublicensable license to use, host, store, copy, process, and transmit User Data solely for:
Delivering the Software and Services;
Providing technical support and maintenance;
Improving and developing the platform.
6. Data and Privacy
a. Security Measures – MFC Safe will implement industry-standard security measures, including encryption in transit, role-based access control, and regular vulnerability assessments.
b. Data Backups – MFC Safe will maintain regular system backups but does not guarantee recovery of data lost due to User error.
c. Compliance – The User is solely responsible for ensuring its use of the Software complies with applicable data protection and privacy laws.
d. Retention and Deletion – Upon termination, MFC Safe will, at the User’s request, provide an export of User Data in a mutually agreed format before deletion in accordance with our retention policy.
e. Third-Party Integrations – Where the Software integrates with third-party systems, the User is responsible for ensuring those systems meet its security and compliance requirements.
7. User Responsibilities
The User will:
Maintain and protect account credentials;
Ensure Authorized Users comply with this Agreement;
Provide timely cooperation, approvals, and feedback during any implementation or project;
Maintain its own hardware, network, and internet connection.
8. Project Management and Scope
8.1 Scope Definition – Where a project is undertaken, the agreed scope will be documented in a Business Requirements Document (BRD), which will outline the objectives, deliverables, acceptance criteria, timelines, and constraints. The BRD will be the primary reference for determining whether work is within scope.
8.2 Functional Specifications – Following BRD approval, MFC Safe may prepare Functional Specifications Documentation that details the technical and functional design of the project. Once approved in writing by both parties, the Functional Specifications will form part of the agreed scope and take precedence over any earlier informal descriptions.
8.3 Scope Adherence – Both parties agree to deliver and accept work in accordance with the approved BRD and Functional Specifications. Any activity, deliverable, or feature not explicitly documented in these materials is considered out of scope.
8.4 Change Management Process –
a. Initiating a Change – Either party may request a change by submitting a written Change Request.
b. Change Request Content – A Change Request must include:
Description of the change;
Reason for the change;
Impact analysis on cost, timeline, resources, and deliverables;
Any dependencies or risks introduced by the change.
c. Costing of Changes – Unless otherwise agreed in writing, all approved changes will be billed at a rate of [insert currency & rate] per man-day (7.5 working hours), plus any applicable taxes and expenses. A partial day will be billed proportionally.
d. Review and Approval – MFC Safe will review the Change Request and provide a written assessment. Changes will only proceed once both parties approve the Change Request in writing.
e. Impact on Agreement – Approved changes may result in additional fees, extended delivery timelines, or modifications to deliverables. Such adjustments will be documented and form part of this Agreement.
f. Right to Decline – MFC Safe reserves the right to reject any change that:
Would compromise security, stability, or compliance;
Requires unsupported technology;
Conflicts with the platform roadmap;
Is not commercially reasonable in MFC Safe’s opinion.
8.5 MFC Safe Obligations – MFC Safe will:
Deliver the Software, Services, and/or project deliverables in accordance with the approved BRD, Functional Specifications, and any approved Change Requests;
Provide competent project management and technical resources;
Communicate progress, risks, and issues promptly.
8.6 User Obligations – The User will:
Provide timely access to information, personnel, and resources necessary for project execution;
Review and approve project documentation and deliverables promptly;
Respond to Change Requests and related communications in a timely manner;
Notify MFC Safe promptly of any issues, risks, or required changes.
9. Platform Updates and Continuous Improvement
The Didge platform is an evolving service. MFC Safe may, without prior notice, modify, upgrade, or enhance the platform, including altering layouts, workflows, and user interfaces, provided that the core contracted functionality remains available.
MFC Safe will use reasonable efforts to avoid or minimise disruption. Feedback from the User is welcome but does not obligate MFC Safe to implement specific changes.
10. Service Availability
MFC Safe will use commercially reasonable efforts to provide at least 99% monthly uptime, excluding planned maintenance, force majeure events, and issues caused by the User or third parties.
11. Support and Maintenance
Support is provided per Schedule B. Updates, patches, and upgrades may be applied automatically.
12. Export Controls and Compliance
The User must not use or export the Software in violation of Australian export control laws or other applicable jurisdictional restrictions.
13. Indemnification
The User will indemnify, defend, and hold harmless MFC Safe from claims, damages, liabilities, and expenses (including legal fees) arising from:
User Data;
User’s breach of this Agreement;
User’s violation of law;
Any claim that the User’s use of the Software in breach of this Agreement caused damage to a third party.
14. Limitation of Liability
To the maximum extent permitted by law:
MFC Safe’s aggregate liability will not exceed the total fees paid by the User in the 12 months prior to the claim;
MFC Safe is not liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, or business interruption.
15. Disclaimer of Warranties
The Software is provided “as is” without warranty of any kind, express or implied. MFC Safe disclaims all implied warranties, including merchantability, fitness for purpose, and non-infringement.
16. Force Majeure
MFC Safe is not liable for delays or failures caused by circumstances beyond its reasonable control.
17. Term and Renewal
The Agreement runs from the Effective Date for an initial term of [insert], renewing automatically for successive terms unless either party gives 90 days’ written notice before expiry.
18. Termination
18.1 Agreement - This Agreement shall have an initial term of 12 months from the Effective Date (“Initial Term”) and shall automatically renew for successive 12-month terms (each a “Renewal Term”) unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term.
If the User terminates this Agreement for convenience prior to the expiry of the Initial Term or any Renewal Term, the User shall immediately pay MFC Safe all fees that would have been due for the remainder of that term.
18.2 Breach - Either party may terminate this Agreement upon 30 days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within that 30-day period.
18.3 Exit Obligations – Upon termination, both parties will cooperate to:
Transfer data in a usable format;
Update relevant documentation;
Provide reasonable transition assistance (additional fees may apply).
18.4 Survival – Clauses relating to confidentiality, IP, liability limits, indemnity, and governing law survive termination.
19. Anti-Bribery and Anti-Corruption
Both parties will comply with all applicable anti-bribery and anti-corruption laws. No improper payment, gift, or benefit may be offered, given, requested, or accepted to secure an improper advantage. A breach entitles the other party to terminate immediately.
20. Governing Law and Dispute Resolution
This Agreement is governed by the laws of Queensland, Australia. Disputes will be subject to the exclusive jurisdiction of Queensland courts. Parties will first attempt to resolve disputes through good faith negotiations.
21. Changes to Terms
MFC Safe may update this Agreement. Continued use after notification constitutes acceptance.
22. Entire Agreement
This is the entire agreement between the parties and supersedes all prior agreements regarding the Software.
23. Contact Information
Email: support@mfcsafe.com
Address: MFC Safe Pty Ltd, Queensland, Australia
Schedule A – Subscribed Applications
s/n
Title
Description
URL
Network ID
Status
Start Date (Production)
Associated Exhibits
Subscription Amount
Frequency
Payment Terms
All licensing fees and associated subscription charges under this Agreement are payable in advance of the period of use. Payment must be received by MFC Safe in cleared funds prior to the commencement of each licensing period. Access to the Software and/or Services for any period will not be activated or continued until full payment for that period has been received. MFC Safe reserves the right to suspend or restrict access immediately if payment is not received by the due date, without prejudice to its other rights and remedies.
Schedule B – Security, Compliance & Data Protection Standards
1. Security Measures Implemented by MFC Safe
1.1 Hosting Environment – The Software is hosted in secure, Tier 3 or higher data centres or reputable cloud infrastructure providers with ISO 27001 or equivalent certifications.
1.2 Access Controls –
Role-based access control (RBAC) for user permissions.
Multi-factor authentication (MFA) support for administrative accounts.
Passwords stored using salted hashing algorithms.
1.3 Data Encryption –
All data in transit is encrypted using TLS 1.2+ or equivalent.
All data at rest is encrypted using AES-256 or equivalent.
1.4 Monitoring and Logging –
Continuous system monitoring for performance, availability, and security anomalies.
Retention of relevant audit logs in accordance with MFC Safe’s data retention policy.
1.5 Vulnerability Management –
Quarterly vulnerability scans of the application and infrastructure.
Critical security patches applied within commercially reasonable timeframes.
2. Compliance Framework
2.1 MFC Safe will operate in compliance with applicable Australian laws and, where explicitly agreed in writing, other regional laws such as:
The Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs);
The General Data Protection Regulation (EU) 2016/679 (GDPR) where applicable;
The Personal Data Protection Act (Singapore) 2012 (PDPA) where applicable.
2.2 MFC Safe does not guarantee compliance with all global data protection laws unless specifically agreed and documented.
3. User Obligations
3.1 The User is responsible for:
a. Ensuring that the collection, storage, and use of User Data within the Software complies with all applicable laws relevant to their operations;
b. Implementing and maintaining appropriate internal policies for data security, retention, and disposal;
c. Managing and monitoring Authorized User accounts;
d. Not introducing malicious code or circumventing security controls.
3.2 The User must not store in the Software any data classified as:
Government-classified information;
Payment card information subject to PCI-DSS (unless expressly agreed in writing);
Protected health information under HIPAA (unless expressly agreed in writing).
4. Incident Response
4.1 MFC Safe Notification – In the event of a confirmed security breach affecting User Data, MFC Safe will:
Notify the User without undue delay;
Provide details of the nature and scope of the breach;
Cooperate with the User’s investigation to the extent permitted by law.
4.2 User Cooperation – The User agrees to promptly provide relevant information and assistance to MFC Safe in investigating, mitigating, and remediating security incidents.
5. Data Retention and Disposal
5.1 MFC Safe will retain User Data only for as long as necessary to provide the Software and Services or as required by law.
5.2 Upon termination of the Agreement, MFC Safe will, upon written request within 30 days, provide the User with a final export of their data in a mutually agreed format before deletion.
6. Third-Party Integrations
6.1 Where the Software integrates with third-party services, MFC Safe is not responsible for the security, privacy, or compliance practices of such third parties.
6.2 The User is responsible for reviewing and accepting the terms of any third-party services used in conjunction with the Software.
7. Security Audits
MFC Safe may make available summary reports of independent security assessments or certifications upon reasonable request, subject to confidentiality obligations.
8. Changes to Security and Compliance Measures
MFC Safe may update security and compliance measures from time to time to adapt to evolving threats and technologies, provided that such changes do not materially reduce the overall level of security.
Schedule C – Service Levels and Support Commitments
1. Service Availability
1.1 Uptime Commitment – MFC Safe will use commercially reasonable efforts to ensure that the Software is available 99% of the time per calendar month, excluding:
Planned maintenance windows;
Force majeure events;
Outages caused by the User’s systems, third-party integrations, or internet connectivity.
1.2 Measurement – Availability is measured at the application entry point in MFC Safe’s hosting environment. Third-party connectivity (e.g., ISP performance) is not included.
2. Maintenance
2.1 Planned Maintenance – MFC Safe may schedule maintenance that may temporarily impact availability.
Planned maintenance will be scheduled during low-usage periods where possible.
At least 48 hours’ notice will be provided for any maintenance expected to cause service disruption.
2.2 Emergency Maintenance – MFC Safe may conduct urgent maintenance without prior notice to address security vulnerabilities, critical errors, or system stability issues.
3. Support Services
3.1 Support Channels – Support is available via:
Email: support@mfcsafe.com
Web ticketing portal
In-app helpdesk (where enabled)
3.2 Support Hours –
Standard business hours: 08:00–18:00 AEST, Monday–Friday (excluding Queensland public holidays)
Emergency support for Severity 1 incidents is available 24/7.
4. Severity Levels and Target Response Times
Severity Level
Description
Target Response Time
Target Resolution / Workaround Time
Severity 1 – Critical
Complete outage, major functionality unavailable with no workaround
1 hour
4 hours
Severity 2 – High
Significant impact to core features with limited workaround
6 hours
1 business day
Severity 3 – Medium
Non-critical issue, partial loss of functionality, workaround available
1 business day
3 business days
Severity 4 – Low
Minor issue or cosmetic defect, no business impact
2 business days
As scheduled in next release
Note: Times are targets, not guarantees. Resolution may depend on complexity, third-party dependencies, and other factors.
5. Exclusions
The following are not covered by this SLA:
a. Issues caused by User’s hardware, software, or network connectivity;
b. Issues caused by unauthorized modifications to the Software;
c. Problems resulting from third-party systems or integrations not controlled by MFC Safe;
d. Beta or pre-release features;
e. Any environment or configuration not supported by MFC Safe.
6. Credits
If uptime falls below 99% in a calendar month (excluding SLA exclusions), the User may request a service credit of 5% of the monthly subscription fee for each full 1% below the commitment, up to a maximum of 25% of the monthly fee.
Service credits are the sole and exclusive remedy for SLA breaches.
7. Continuous Improvement
The SLA and support commitments in this Schedule B may be updated from time to time by MFC Safe to reflect platform improvements, provided such updates do not materially reduce the level of service.
Acceptance and Execution
IN WITNESS WHEREOF, the parties hereto have read and understood this Agreement and hereby agree to be legally bound by its terms and conditions as of the Effective Date set forth above.
MFC Safe Pty Ltd
Signature: ___________________________
Name: ______________________________
Title / Position: _____________________
Date: _______________________________
Witness:
Name: ______________________________
Signature: ___________________________
Designation: _________________________
Date: _______________________________
User [Client Company Name]
Signature: ___________________________
Name: ______________________________
Title / Position: _____________________
Date: _______________________________
Witness:
Name: ______________________________
Signature: ___________________________
Designation: _________________________
Date: _______________________________
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