FirstRate5 Software Licence Agreement

(March 2024)

Effective 2 March 2024.

Please read the following agreement carefully. By installing or using the FirstRate5 Software, a legally binding agreement consisting of the terms and conditions of this FirstRate5 Software Licence Agreement (Licence Agreement) is established between you (the Licensee) and Sustainability Victoria ABN 62 019 854 067 (Sustainability Victoria). If you are agreeing to this Licence Agreement not as an individual but on behalf of your company, or other entity for which you are acting (for example, as an employee), then “you” and “the Licensee” means your entity and you are binding your entity to this Licence Agreement.

GRANT OF LICENCE
Sustainability Victoria grants to the Licensee a non-exclusive, , non-sub-licensable and nontransferable licence to use for the term of this Licence Agreement the FirstRate5 Software in object code or executable form only solely to:
1. conduct thermal performance assessments (including whole of home assessments where applicable) of new and/or existing residential dwellings in Australia;
2. generate project files for each such thermal performance assessment; and
3. print a summary diagnostic report of each such thermal performance assessment, for the Licensee's educational and/or business purposes and subject to all of the terms and conditions of this Licence Agreement (the Permitted Purposes).
4. Licensed device. Except as permitted under clause 1(e), Sustainability Victoria grants to the Licensee the right to install and run one instance of the software on the Licensee's device.
5. Multiple or pooled connections. Use of hardware or software to multiplex or pool connections does not reduce the number of licences required. A Licensee responsible for any multiple or pooled connections shall ensure that each separate user of the software authorised by it to use the FirstRate5 Software via the multiple or pooled connection is provided with a copy of and agrees to the terms of this Licence Agreement prior to use. A separate licence shall be established between the user (the Licensee) and Sustainability Victoria upon use of each instance of the software.
ACCREDITATION
Sustainability Victoria warrants that the FirstRate5 Software is accredited under the Nationwide House Energy Rating Scheme (NatHERS) Software Accreditation Protocol.
NATHERS CERTIFICATES
1. The Licensee acknowledges and agrees that to demonstrate compliance with the National Construction Code, a thermal performance assessment (including whole of home assessment where applicable) must be undertaken in accordance with the applicable NatHERS Technical Note as published on the NatHERS website (https://www.nathers.gov.au/) and the Licensee must generate a NatHERS Certificate (previously referred to as "Thermal Performance Certificate") in accordance with clause 4(a) to demonstrate compliance with the National Construction Code's (NCC) residential energy efficiency provisions as determined in accordance with the NatHERS.
2. The Licensee warrants that it will not represent to any person or purport that any information or material available from or prepared using the FirstRate5 Software, including, without limitation:
  1. a print-out of the summary diagnostic report referred to in clause 1(c) above; or
  2. any document prepared using such summary diagnostic report or associated diagnostic data, constitutes a NatHERS Certificate for the purposes of demonstrating compliance with, or that a dwelling otherwise meets, satisfies or complies with the NCC residential energy efficiency provisions as determined in accordance with the NatHERS.
GENERATING NATHERS CERTIFICATES
1. On completion of a thermal performance assessment using the FirstRate5 Software or whole of home assessment (where applicable) using the FR5 Whole of Home Web App (located at https://woh.frplus.au), the Licensee may upload the relevant project file(s) generated by the assessment to an account established by the Licensee (Licensee Account) on the FirstRate5 website at www.fr5.com.au (the FR5 Website) and may request generation of one or more NatHERS Certificates through the FR5 Website.
2. Fees may be payable for the generation of NatHERS Certificates through the FR5 Website. Applicable fees will be as specified from time to time by Sustainability Victoria on the FR5 Website.
3. The generation of NatHERS Certificates through and the Licensee's access to and use of the FR5 Website and the FirstRate5 Whole of Home Web App (Whole of Home Web App) will be governed by the terms and conditions of a separate agreement (the End User Terms of Service) between the Licensee and Sustainability Victoria which the Licensee will be asked to enter into when registering for a Licensee Account on the FR5 Website.
ADDITIONAL TERMS AND CONDITIONS OF USE
1. The Licensee must not:
  1. use the FirstRate5 Software other than for the Permitted Purposes;
  2. remove or alter any copyright notices displayed on the FirstRate5 Software;
  3. make copies of the FirstRate5 Software (except for back-up copies that Licensee is permitted by law to make);
  4. develop, adapt, enhance, modify or improve the FirstRate5 Software;
  5. disassemble, decompile or reverse engineer, or create derivative works or functionally equivalent software from, the FirstRate5 Software (except to the extent permitted by Division 4A of Part III of the Copyright Act 1968 (Cth)), make the FirstRate5 Software available to third parties for such unauthorised use, or otherwise attempt to discover the source code of the FirstRate5 Software;
  6. use or allow the FirstRate5 Software to be used on the internet or any other public communications network (including as a software-as-a-service, hosted, bureau or similar service);
  7. sublicense, distribute or make available to any person the FirstRate5 Software otherwise than in accordance with clause 1(e); or
  8. incorporate the FirstRate5 Software (or any part of it) in any product to be made available commercially without first obtaining Sustainability Victoria's prior written consent.
2. The Licensee must:
  1. comply with any reasonable directions of Sustainability Victoria from time to time in relation to the use of the FirstRate5 Software;
  2. use the FirstRate5 Software in good faith; and
  3. at all times comply with all of the terms and conditions of this Licence Agreement and all applicable laws, statutes and regulations in all jurisdictions that relate to the Licensee's use of the FirstRate5 Software (including, without limitation, applicable privacy laws).
3. The Licensee acknowledges that the FirstRate5 Software is not suitable for thermal performance assessments using Verification Using a Reference Building (VURB) under the National Construction Code.
INTELLECTUAL PROPERTY RIGHTS
1. Copyright and all other intellectual property rights in the FirstRate5 Software are owned by Sustainability Victoria (and/or its licensors) and are protected by Australian and international copyright law.
2. The Licensee agrees that nothing in this Licence Agreement transfers or assigns to Licensee any intellectual property rights in the FirstRate5 Software, and Licensee must not represent that it owns any such intellectual property rights.
FIRSTRATE5 TRADE MARK
1. Sustainability Victoria:
  1. is the owner of all intellectual property rights in the FirstRate5 trade mark (Trade Mark); and
  2. grants to the Licensee a non-exclusive, non sub-licensable and non-transferable licence to use the Trade Mark for the term of this Licence Agreement solely to indicate that the Licensee uses the FirstRate5 Software to conduct thermal performance assessments (including whole of home assessments) in accordance with the terms and conditions of this Licence Agreement.
2. The Licensee:
  1. must comply with all reasonable directions notified to it by Sustainability Victoria regarding the manner in which the Licensee uses the Trade Mark;
  2. must not use the Trade Mark in conjunction with or as part of any other trade mark, domain name, business name or other name or word without Sustainability Victoria's prior written consent; and
  3. to the extent and in the manner reasonably required by Sustainability Victoria from time to time, must accompany the use of the Trade Mark with words indicating that the Trade Mark is a registered trade mark of Sustainability Victoria.
OPEN SOURCE SOFTWARE COMPONENTS
1. The Licensee acknowledges that the FirstRate5 Software incorporates or is provided with the following open source software components:
  1. PDF-Box 2.0.18 (Copyright © 2009 – 2017, pdfbox.apache.org), which is licensed under the Apache License, Version 2.0, January 2004 http://www.apache.org/licenses/
  2. Swing Layout Extensions library (Copyright © February 2009, GNU Operating System), which is licensed under the LGPL-2.1 licence agreement available at http://www.gnu.org/licenses/lgpl-2.1.html
  3. NSIS installers 2.46 (Copyright © 1995 – 2015 Contributors), which are licensed pursuantto the NSIS licence agreement available at http://nsis.sourceforge.net/License
  4. Commons CLI 1.2 (Copyright 2001-2014, The Apache Software Foundation), which islicensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  5. Commons Lang 3.3.1 (Copyright 2001-2015, The Apache Software Foundation), which is licensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  6. Commons IO 2.4 (Copyright 2001-2014, The Apache Software Foundation), which is licensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  7. Commons Codec 1.10 (Copyright 2001-2015, The Apache Software Foundation), which is licensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  8. Google-gson 2.2.4, which is licensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  9. XStream 1.4.17 (Copyright © 2003-2006, Joe Walnes, 2006-2009, 2011 XStream Committers), which is licensed under a BSD License available at http://x-stream.github.io/license.html
  10. XPP3 Xml Pull Parse 3^rd Edition (Copytright © 2002 Extreme! Lab, Indiana University), which is licensed under the Indiana University Extreme! Lab Software License Version 1.1.1 available at https://docs.bmc.com/docs/display/public/common/Indiana+University+Extreme+Lab+License
  11. SVG Salamander (Copyright © 2010, Mark McKay), which is licensed under a BSD License available at https://github.com/blackears/svgSalamander/blob/master/licenses/license-BSD.txt
  12. JCommon 1.0.23 library, which is licensed under the LGPL-2.1 licence agreement available at http://www.gnu.org/licenses/lgpl-2.1.html
  13. JFreeChart library (Copyright © 2005-2014 Object Refinery Limited), which is licensed under the LGPL-2.1 licence agreement available at http://www.gnu.org/licenses/lgpl-1.html
  14. Apache Log4j 2.17, (Copyright 1999-2023, The Apache Software Foundation), which is licensed under the Apache License Version 2.0, January 2004 https://www.apache.org/licenses/LICENSE-2.0
  15. Java Native Access library, which is licensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  16. OpenCSV 3.3 library, which is licensed under the Apache License Version 2.0, January 2004 http://www.apache.org/licenses/
  17. Jasypt 1.9.2 (Copyright © 2014 The JASYPT team), which is licensed under the Apache License version 2.0, January 2004 http://www.apache.org/licenses/
  18. thumbnailator-0.4.8, which is licensed under the MIT License, https://opensource.org/license/mit/
  19. jocl-2.3.2-natives-windwos-amd64 (Copyright 2010 - 2019 JogAmp Community), which is mostly licensed under the new BSD 2-Clause
  20. jocl-2.3.2-natives-windows-i586, (Copyright 2010 - 2019 JogAmp Community), which is mostly licensed under the new BSD 2-Clause
  21. jocl-2.3.2, (Copyright 2010 - 2019 JogAmp Community), which is mostly licensed under the new BSD 2-Clause
  22. gluegen-rt-2.3.2-natives-windows-amd64, (Copyright 2010 - 2019 JogAmp Community), which is mostly licensed under the new BSD 2-Clause
  23. gluegen-rt-2.3.2-natives-windows-i586, (Copyright 2010 - 2019 JogAmp Community), which is mostly licensed under the new BSD 2-Clause
  24. gluegen-rt-2.3.2, (Copyright 2010 - 2019 JogAmp Community), which is mostly licensed under the new BSD 2-Clause
  25. bcprov-ext-jdk18on-172, (Copyright © 2000 - 2023, The Legion of the Bouncy Castle Inc.), which is licensed under the Bouncy Castle License, https://www.bouncycastle.org/licence.html
  26. jackson-databind-2.15.2, which is licensed under the Apache License Version 2.0, January 2004 https://www.apache.org/licenses/LICENSE-2.0.txt
  27. jackson-core-2.15.2, which is licensed under the Apache License Version 2.0, January 2004 https://www.apache.org/licenses/LICENSE-2.0.txt
  28. jackson-annotations-2.15.2, which is licensed under the Apache License Version 2.0, January 2004 https://www.apache.org/licenses/LICENSE-2.0.txt
2. By installing or using the FirstRate5 Software, Licensee agrees that it has read and agreed to be bound by and abide by the terms and conditions of these open source licences.
UPDATES AND SUPPORT
1. Sustainability Victoria has no obligation to the Licensee to provide any updates to the FirstRate5 Software.
2. If the provision of any update requires any amendment to the terms and conditions of this Licence Agreement, these will be notified to the Licensee and will take effect in accordance with and subject to clause 16. Otherwise the terms and conditions of this Licence Agreement will continue unaffected by the provision of an update.
3. Subject to clauses 9(d) and 9(e), Sustainability Victoria will use reasonable efforts to assist the Licensee with:
  1. problems or issues relating to the installation of the FirstRate5 Software; and
  2. abnormal errors or bugs encountered with the FirstRate5 Software.
4. This assistance is limited to email support only during Sustainability Victoria's usual business hours, and specifically excludes assistance:
  1. for any versions of the FirstRate5 Software other than the most current version;
  2. relating to the normal operation or use of the FirstRate5 Software (in respect of which Licensee must consult the software's documentation);
  3. with problems, issues or errors arising from the installation or use of the FirstRate5 Software in a manner contrary to the software's documentation or otherwise arising from improper use of the FirstRate5 Software; or
  4. with hardware, operating systems or third party software.
5. The email support referred to in clauses 9(c) and 9(d) will only be provided to the Licensee if, at the date of the Licensee's email enquiry, the Licensee has a balance of at least one Certificate Credit (as defined in the End User Terms of Service) in the Licensee Account.
6. Sustainability Victoria may vary the basis on which this support is provided, or terminate the provision of this support entirely, by giving the Licensee notice in accordance with clause 16.
7. The Licensee acknowledges that:
  1. superseded versions of the FirstRate5 Software may not meet the requirements of the NatHERS Software Accreditation Protocol and may not generate project files which are suitable for generating NatHERS Certificates via the FR5 Website; and
  2. use of superseded versions of the FirstRate5 Software is entirely at the Licensee's own risk.
DISCLAIMER, LIMITATIONS AND EXCLUSIONS
1. While the FirstRate5 Software has been developed by Sustainability Victoria in good faith and using all reasonable care, other than the warranty given in clause 2, Sustainability Victoria gives no warranty in respect of the FirsRate5 Software or its operation, accuracy, completeness, currency or suitability for any particular purpose.
2. Without limiting the scope of clause 10(a), Sustainability Victoria does not warrant that the FirstRate5 Software is free from bugs, defects or programming errors. Sustainability Victoria does not accept any liability for loss or damages incurred as a result of reliance placed upon the FirstRate5 Software, excluding any liability for any loss or damage caused by Sustainability Victoria’s fraud or breach of law (which liability will be subject to clauses 10(g) and 10(h))
3. The FirstRate5 Software provides an estimate only of the energy use of the building fabric when the dwelling is heated and cooled to a prescribed pattern. The accuracy of the estimate provided by the FirstRate5 Software is dependent on factors beyond the control of Sustainability Victoria (Dependencies), including without limitation:
  1. information and data that the FirstRate5 Software incorporates (either manually or automatically) from external websites and other external sources (External Inputs); and
  2. the actual energy consumption of the relevant house or dwelling when occupied, which will be dependent on actual appliance use patterns and efficiency.
4. Sustainability Victoria has no control over such Dependencies and cannot attest to the accuracy of Licensee Inputs or External Inputs.
5. Accordingly, information about energy savings derived from or implied by use of the FirstRate5 Software by the Licensee is indicative only and:
  1. Sustainability Victoria does not warrant or guarantee that energy savings indicated by the FirstRate5 Software will be realised; and
  2. other than as strictly set out in a NatHERS Certificate validly obtained in accordance with this Licence Agreement and the End User Terms of Service, the Licensee must not make any claims (including public statements) relating to energy consumption, efficiency or savings based on the Licensee's use of, or reliance on, the FirstRate5 Software.
6. (Benefit of Licensee): Any representation or warranty made by Sustainability Victoria in or under this Licence Agreement is only made for the benefit of the Licensee.
7. (Cap on the Parties’ liability) Without limitation to clause 10(b), each Party limits its liability to the other under or in connection with this Licence Agreement and the End User Terms of Service for or in respect of any loss, damage, liability, cost or expense (Loss) suffered or incurred by that other Party, whether direct or indirect, and however caused (including, without limitation, whether for breach of contract, in tort (including negligence), for breach of warranty, under statute or under any other cause of action), to the total value of Certificate Credits (as that term is defined in the End User Terms of Service) paid by the Licensee to Sustainability Victoria in the period of 12 months before the Licensee notifies Sustainability Victoria of any claim that the Licensee has or may have against Sustainability Victoria. This clause will not apply to the liability of the Licensee under clause 12, and any liability to pay fees under this Licence Agreement or the Terms of Service, and compliance with the grant of licence under clauses 1 and 7 of this Licence Agreement, and the open-source licences under clause 8(b).
8. (Exclusion of Indirect or Consequential Loss) Each Party excludes any and all liability to the other Party for or in respect of any and all Indirect or Consequential Loss. This clause will not apply to the liability of the Licensee under clause 12, and any liability to pay fees under this Licence Agreement or the Terms of Service, and compliance with the grant of licence under clauses 1 and 7 of this Licence Agreement, and the open-source licences under clause 8(b).
9. For the purposes of clause 10(h), Indirect or Consequential Loss means:
  1. any and all Loss that does not arise naturally (that is, according to the usual course of things) from the event giving rise to the Loss; and
  2. any loss of profit, loss of revenue, loss of savings, loss of business, loss of goodwill, loss of opportunity, loss of or damage to reputation (in each case, whether actual or anticipated), loss of or damage to data and lost or wasted overheads.
10. (Exclusion of implied terms) Any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on Sustainability Victoria are excluded under this Licence Agreement.
11. (Consumer Guarantees) If any consumer guarantee within the meaning of the Australian Consumer Law (meaning the Australian Consumer Law set out at Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (Consumer Guarantee) applies to any goods or services provided by Sustainability Victoria to the Licensee, Sustainability Victoria limits its liability for any failure to comply with such Consumer Guarantee to:
  1. in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and
  2. in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
12. Without limiting the generality of any of clauses 10(a) to 10(k), Sustainability Victoria will not be liable to the Licensee for or in respect of any Loss to the extent such Loss is caused, or contributed to, by:
  1. the Licensee's improper installation of the FirstRate5 Software;
  2. use by the Licensee of the FirstRate5 Software other than in accordance with the documentation supplied by Sustainability Victoria with the FirstRate5 Software;
  3. any failure by the Licensee to comply with any reasonable direction given to it by Sustainability Victoria;
  4. any breach by the Licensee of any term or condition of this Licence Agreement;
  5. any improper act or omission of the Licensee or another person acting under the instruction or control of the Licensee, including any modification or attempted modification of the FirstRate5 Software not authorised by Sustainability Victoria;
  6. use by the Licensee of the FirstRate5 Software with or in combination with any software or equipment that is not approved by Sustainability Victoria; or
  7. any failure or malfunction of any equipment, service (including any power surge or interruption to power or telecommunications services or the internet) or software not provided by Sustainability Victoria, whether or not caused by the Licensee.
13. None of clauses 10(a) to 10(l) will in each case have the effect of limiting, excluding, restricting or modifying:
  1. Sustainability Victoria's liability or obligations under this Licence Agreement except to the extent permitted by law; or
  2. the application of any Consumer Guarantee to the extent such limitation, exclusion, restriction or modification is not permitted by the Australian Consumer Law.
LICENSEE'S OBLIGATIONS
The Licensee must:
1. take all reasonable steps to protect the FirstRate5 Software from unauthorised access, copying or use; and
2. immediately notify Sustainability Victoria of any actual or potential unauthorised access, copying or use of the FirstRate5 Software.
LICENSEE INDEMNITY
1. The Licensee indemnifies Sustainability Victoria and its officers, employees, agents and contractors ( those indemnified), and will keep them indemnified, from and against any and all actions, claims, charges, costs (including legal costs on a full indemnity basis), expenses, losses, damages and other liabilities suffered or incurred by any of those indemnified arising directly or indirectly out of or in connection with any claim by a third party (including, without limitation, a home owner or builder) against Sustainability Victoria relating to Licensee’s use of or reliance on the FirstRate5 Software or any third party reference libraries or information incorporated into or used as part of the FirstRate5 Software. Sustainability Victoria will take reasonable steps to mitigate any charges, costs, expenses, losses, damages and other liabilities suffered or incurred by any of those indemnified.
2. The Licensee is not required to indemnify any of those indemnified to the extent that a relevant action, claim, charge, costs, expense, losses, damage or liability is caused by the negligence, fraud, breach of law or breach of this Licence Agreement of any of those indemnified.
3. To the extent that the Licensee indemnifies persons other than Sustainability Victoria under clause 12(a) (the Beneficiaries), Sustainability Victoria holds the benefit of the indemnity on trust for and may enforce the indemnity directly against the Licensee for and on behalf of the Beneficiaries, notwithstanding that such persons are not a party to this Licence Agreement.
DISCLOSURES BY SUSTAINABILITY VICTORIA
The Licensee agrees and acknowledges that Sustainability Victoria may disclose to:
1. its software licensor(s) details of summary diagnostic reports and data generated by the Licensee when using that licensor's software;
2. representatives of a relevant Assessor Accrediting Organisation, NatHERS, the Australian Building Codes Board or such other body responsible for the National Construction Code and other such relevant bodies, details of the Licensee's use of the FirstRate5 Software for the purposes of any audit, inquiry or investigation into the Licensee's use of the FirstRate5 Software; and
3. other government departments and entities (for example CSIRO) and their third party partners details of summary diagnostic reports and data generated by the Licensee's use of the FirstRate5 Software for the purposes of research, analysis, policy development, scientific research and development activities, compliance, auditing and accreditation activities.
GRANT OF LICENCE BY LICENSEE
1. The Licensee grants to Sustainability Victoria an irrevocable, non-exclusive, nontransferable, worldwide, perpetual, royalty-free licence to use, reproduce, modify, adapt and communicate the data generated by the Licensee's use of the FirstRate5 Software for any purpose and to sublicense third parties (and permit those third parties to sub-licence) to use, reproduce, modify, adapt and communicate the data generated by the Licensee's use of the FirstRate5 Software (including for a fee).
2. The Licensee must obtain all relevant consents of any third parties whose personal or confidential information is input into the FirstRate5 Software.
TERMINATION
1. Sustainability Victoria may terminate this Licence Agreement (including the grant of licence to use the FirstRate5 Software) and the End User Terms of Service if:
  1. any of Sustainability Victoria's rights to the licensed FirstRate5 Software components are terminated, in which case termination will be immediately on notice;
  2. for convenience at any time by giving Licensee at least 30 days' prior notice;
  3. the Licensee is or becomes bankrupt (if the Licensee is a natural person) or insolvent, in which case termination will be immediately on notice; or
  4. the Licensee is in breach of this Licence Agreement or the End User Terms of Service and (if the breach is capable of remedy) fails to remedy that breach within 7 days of receiving written notice from Sustainability Victoria to remedy the breach. If the breach is not capable of remedy, Sustainability Victoria may terminate this agreement immediately on giving written notice to the Licensee.
2. The Licensee can terminate at any time for any reason upon provision of notice to sustainability Victoria.
3. On termination of this Licence Agreement, the Licensee must:
  1. immediately cease using the FirstRate5 Software; and
  2. either return to Sustainability Victoria, or destroy, each copy of the FirstRate5 Software that is in the Licensee's possession or control.
4. If the agreement is terminated for any reason:
  1. Sustainability Victoria will refund to the Licensee any unused valid Certificate Credits (as defined in the End User Terms of Service) in the Licensee Account, provided that the Licensee is not in breach of either this Licence Agreement or the End User Terms of Service; and
5. If Sustainability Victoria terminates under clauses 15(a)(i) or 15(a)(ii)the refund under Clause 15 (d) will be Sustainability Victoria’s sole obligation and liability to the Licensee in connection with the termination.
16. AMENDMENTS
1. Sustainability Victoria may at any time amend the terms and conditions of this Licence Agreement on no less than 7 days' written notice to the Licensee, which may be made by Sustainability Victoria making a copy of the updated Licence Agreement available at [www.fr5.com.au] and by notifying Licensees by email at the email address specified in the Licensee Account.
2. You understand and agree that if you use the Software after the date on which the Licence Agreement has changed, then Sustainability Victoria will treat your use as acceptance of the updated terms and conditions. If you do not accept the changes, you must cease use of the Software and notify Sustainability Victoria of your termination of this Software Licence Agreement with immediate effect.
3. If the Licensee terminates this Licence Agreement under clause 16(b):
  1. Sustainability Victoria will refund to the Licensee any unused Certificate Credits (as defined in the End User Terms of Service) in the Licensee Account at the date of termination, provided that the Licensee is not in breach of either this Licence Agreement or the End User Terms of Service; and
  2. such refund will be Sustainability Victoria's sole obligation and liability to the Licensee in connection with the termination by the Licensee.
NOTICES
1. Sustainability Victoria may provide a written notice under this Licence Agreement:
  1. if the notice is to all licensees, by publishing a notice on the FR5 Website; and
  2. if the notice is to the Licensee, by notifying the Licensee by email at the email address specified in the Licensee Account.
2. The Licensee may provide a written notice under this Licence Agreement to Sustainability Victoria by emailing [email protected].
3. Notices published on the FR5 Website will be deemed to have been made on the day that the notice is published. If that day is not a business day in Melbourne, Victoria, or the notice is published after 5pm on a business day in Melbourne, Victoria, the notice will be deemed to have been published on the next business day in Melbourne, Victoria.
4. Notices by email will be deemed to have been received by the addressee within one hour of the message leaving the sender's email server, provided that the sender does not receive a notification that the email could not be delivered to the addressee. If the email is sent on a day is not a business day in Melbourne, Victoria, or it is sent after 5pm on a business day in Melbourne, Victoria, the email will be deemed to have been received at 9am on the next business day in Melbourne, Victoria.
5. Nothing in this clause 17 limits the means by which a party may otherwise lawfully effect the service of a notice on the other party.
GENERAL
1. This Licence Agreement is governed by the laws of Victoria, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.
2. Failure by Sustainability Victoria to enforce any of the terms or conditions of this Licence Agreement will not be deemed to be a waiver of any of the rights or obligations Sustainability Victoria has under this Licence Agreement.
3. If any part of this Licence Agreement is held to be invalid, illegal, unenforceable or void for any reason or reasons, all of the remaining terms and conditions will remain in full force and effect.

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FirstRate5 Software Licence Agreement

GRANT OF LICENCE

ACCREDITATION

NATHERS CERTIFICATES

GENERATING NATHERS CERTIFICATES

ADDITIONAL TERMS AND CONDITIONS OF USE

INTELLECTUAL PROPERTY RIGHTS

FIRSTRATE5 TRADE MARK

OPEN SOURCE SOFTWARE COMPONENTS

UPDATES AND SUPPORT

DISCLAIMER, LIMITATIONS AND EXCLUSIONS

LICENSEE'S OBLIGATIONS

LICENSEE INDEMNITY

DISCLOSURES BY SUSTAINABILITY VICTORIA

GRANT OF LICENCE BY LICENSEE

TERMINATION

16. AMENDMENTS

NOTICES

GENERAL