These Licensing and Software Terms apply to all Customers procuring software licences, subscriptions, usage-based entitlements, or software-related products from Wolfe Systems Group Pty Ltd (“Wolfe Systems”). 

These terms form part of the Service Agreement and are governed by Wolfe Systems’ General Terms and Conditions and Privacy Policy. 

 

1. Scope of Licensing Services 

Wolfe Systems supplies software licences and related entitlements as a reseller or intermediary under third-party vendor programs. 

Wolfe Systems does not own, develop, host, or control the software itself. All software functionality, availability, usage rights, and enforcement are governed by the applicable vendor’s terms and program rules. 

Wolfe Systems’ obligations are limited to procurement, administration, billing, and renewal management of licences unless expressly stated otherwise in writing. 

 

2. Licence Models and Commitment Structures 

Licences may be supplied under various commercial models, including but not limited to: 

• per User Monthly 

• per User Annual 

• per User 12-Month Commit Monthly 

• multi-year commitments 

• usage-based or consumption-based licensing 

Billing frequency does not determine commitment. 

A licence billed monthly may still carry a fixed minimum term. 

For clarity: 

• Per User Monthly licences are charged per user on a month-to-month basis only where the vendor permits monthly cancellation. 

• Per User Annual licences are charged in advance for a fixed annual term and are non-cancellable once provisioned. 

• Per User 12-Month Commit Monthly licences are charged monthly but subject to a fixed twelve (12) month commitment, during which reductions, cancellations, or downgrades are not permitted. 

Where vendor rules impose longer or different commitment terms, those terms prevail. 

 

3. Ordering, Provisioning, and Eligibility 

Licence orders may be placed via quote acceptance, written instruction, email approval, portal request, or other customer authorisation. 

Once a licence is provisioned or committed by the vendor, the customer becomes fully liable for all charges for the applicable commitment term. 

Certain licences are subject to eligibility, qualification, or program requirements imposed by the vendor. These requirements may change and may not be known at the time of order. 

Failure to meet vendor eligibility requirements may result in cancellation, reclassification, enforcement action, or back-billing, all of which remain the customer’s responsibility. 

 

4. Changes, Reductions, and Renewals 

Licence reductions, downgrades, or cancellations are governed strictly by vendor rules. 

Unless expressly permitted by the vendor, licence quantities and commitment terms cannot be reduced mid-term. 

It is the customer’s responsibility to request changes in advance and obtain written confirmation from Wolfe Systems. Unactioned requests do not alter billing or liability. 

 

5. Pricing Adjustments 

Licence pricing is determined by vendors and may change due to program updates, cost increases, regulatory changes, or foreign exchange movements. 

Wolfe Systems may apply pricing changes where required by vendors, including during an active commitment term. 

Wolfe Systems will endeavour to provide advance notice where practicable, however notice is not guaranteed. 

 

6. Suspension and Termination 

Suspension of services or access due to non-payment does not terminate licence commitments. 

Termination of services does not extinguish any outstanding licence obligations or commitment terms. 

Any vendor penalties, early termination fees, or remaining committed charges remain payable by the customer. 

 

7. Support Limitations 

Licensing services do not include configuration, onboarding, optimisation, security management, administration, or user support unless separately agreed in writing. 

Any support or implementation work must be covered under a Managed Technology service, project engagement, or other expressly scoped service. 

 

8. Vendor Program Changes and Withdrawal 

Vendors may amend, replace, restrict, or withdraw licensing programs, products, plans, or commercial models at any time. 

Wolfe Systems is not liable for any impact arising from Vendor program changes, including but not limited to: 

• removal or replacement of licence plans or SKUs 

• changes to eligibility, qualification, or usage rights 

• mandatory migration to alternative products or plans 

• changes to billing models, commitment structures, or minimum terms 

• withdrawal of a Vendor program entirely 

Where a Vendor program change requires licence replacement, reconfiguration, migration, or implementation work, Wolfe Systems may: 

• pass through any increased licence costs or revised pricing; and 

• charge separately for any labour, project work, or professional services required to implement the change. 

Wolfe Systems will endeavour to advise the Customer of material Vendor changes where practicable; however, Vendor-driven changes may occur without prior notice and outside Wolfe Systems’ control. 

Any obligations, costs, or commitment terms imposed by a Vendor as a result of such changes remain the Customer’s responsibility. 

 

9. Compliance and Vendor Enforcement 

Vendors may audit licence usage and compliance at any time. 

The customer is solely responsible for ensuring licence compliance. 

Any true-ups, penalties, or enforcement actions imposed by vendors remain payable by the customer regardless of when the non-compliance occurred. 

 

10. Relationship to Other Services 

Licensing services are separate from Managed Technology, Managed Print, or other Wolfe Systems services. 

The existence of other services does not modify licence obligations unless expressly stated in writing. 

 

11. Survival 

Payment obligations, audit rights, enforcement rights, and compliance obligations survive termination or expiry of the Service Agreement. 

 

12. Definitions 

Annual Billing refers to a licence charged in full upfront for a twelve (12) month period (or other specified annual period), with the Customer liable for the entire period once provisioned. 

Annual Commitment refers to a Vendor-imposed minimum licence term of twelve (12) months (or other stated annual period), regardless of whether the Customer is billed annually or monthly. 

Billing Cadence refers to how often a licence is invoiced (e.g. monthly, annually). Billing Cadence does not change the underlying Commitment Term. 

Cancellation refers to the request to cease a licence at the earliest permitted end date under Vendor rules. Cancellation does not remove liability for any Commitment Term already in effect. 

Commitment Term refers to any minimum licence duration imposed by a Vendor (including monthly, annual, or multi-year terms). The Customer remains liable for the full Commitment Term once the licence is provisioned or otherwise committed. 

Consumption-Based Licence refers to licensing priced on actual usage (e.g. storage, API usage, compute, print/security events), which may fluctuate per billing period and may have minimums or commit requirements depending on Vendor rules. 

CSP refers to the Microsoft Cloud Solution Provider program (or successor program), under which Microsoft licences may be supplied and governed by Microsoft program rules. 

Downgrade refers to a change to a lower-tier licence or reduced entitlement. Downgrades are subject to Vendor rules and are not permitted mid-term unless expressly allowed. 

Effective Date refers to the date licensing supply commences under the quote, invoice, or provisioning event, which may differ from the date of signing. 

Eligibility Requirements refers to Vendor conditions that must be met to procure or retain a licence (e.g. qualification, organisation status, usage type, geography, industry classification, program participation), whether known at the time of order or introduced later by the Vendor. 

Enforcement Action refers to any Vendor-driven compliance action, suspension, restriction, reclassification, audit outcome, or true-up requirement imposed due to licensing misuse or non-compliance. 

Foreign Exchange Adjustment refers to a pricing change arising from currency movements or Vendor FX application, including where Vendor pricing is set or adjusted by reference to exchange rates. 

Licence refers to any software right, subscription, seat, entitlement, or usage allowance supplied by Wolfe Systems and issued, governed, or enforced by a Vendor. 

Licence Start Date refers to the date a Vendor considers the licence active or committed (including where a Vendor applies a start date based on provisioning or order processing), which may not align with invoice date. 

Licence Term refers to the period a licence is active, billable, or committed, as determined by Vendor rules. 

Monthly Licence refers to a licence that is cancellable month-to-month where Vendor rules permit monthly cancellation. A Monthly Licence does not include a fixed Commitment Term unless expressly stated. 

Monthly Billed Commitment Licence refers to a licence billed monthly but subject to a fixed Commitment Term (e.g. 12-month commit billed monthly). It is not cancellable mid-term and the Customer remains liable for the full Commitment Term. 

Multi-Year Commitment refers to a Vendor-imposed minimum term greater than twelve (12) months. Billing may be monthly, annual, or upfront, but liability applies for the full Multi-Year Commitment. 

Order refers to any request, instruction, approval, or acceptance (including via quote acceptance, email approval, portal request, ticket, or verbal instruction subsequently confirmed) to provision, renew, increase, or change a licence. 

Provisioning refers to the process of issuing, activating, or assigning a licence through a Vendor platform or program. Provisioning may occur immediately or after Vendor processing and is not controlled by Wolfe Systems. 

Renewal Date refers to the date a licence renews under Vendor rules or contract structure. Renewal may occur automatically unless cancelled within Vendor-required timeframes. 

Reseller refers to Wolfe Systems’ role as an intermediary supplier of licences, not the owner or publisher of the software. 

Seat refers to a user, account, mailbox, device, or other unit on which a licence is measured, assigned, or billed, as defined by the Vendor. 

Service Suspension refers to Wolfe Systems limiting access to licence-related services or administrative handling due to non-payment or breach. Service Suspension does not cancel licences or remove licence payment liability. 

Software refers to any Vendor-provided application, platform, cloud service, subscription service, security service, or software warranty supplied under these terms. 

Termination Request refers to a Customer request to end a licence or licensing arrangement. A Termination Request does not take effect unless it is permitted by Vendor rules and confirmed by Wolfe Systems in writing. 

True-Up refers to a Vendor-required adjustment to correct under-licensing, unreported usage, eligibility mismatch, or incorrect seat counts, including backdated costs, penalties, or changes in licence classification. 

Vendor refers to the software publisher, distributor, licensing authority, or program operator (including Microsoft, Adobe, and other third-party vendors). 

Vendor Program Change refers to any modification, withdrawal, replacement, reclassification, or restructuring of a Vendor’s licensing program, product catalogue, pricing model, eligibility rules, or commercial terms, whether announced in advance or applied without notice. 

Vendor Program Rules refers to binding program requirements imposed by a Vendor (including CSP, SPLA, Adobe programs, and equivalent licensing structures), which may change over time and may override customer preferences.