- Terms & conditions
1. Before you proceed, please carefully read this page.
d. and the information you have provided to Supplier through this website is accurate and not false or misleading.
1. DEFINITIONS AND INTERPRETATION
Access Facilities means telecommunications networks, systems and any other facilities used or required by You for accessing and making use of any Services other than the facilities actually provided by Supplier from time to time under this Agreement;
Account Credentials means the credentials issued through the Services permitting You to access to the Services (including any credential used in combination with any credential held by you such as a token);
Additional Charge means a charge in accordance with Supplier’s standard rates in effect from time to time;
Additional Services means any services Supplier agrees to supply You for use with or in respect of the Services;
Business means Your business nominated in Your Application;
Confidential Information means:
- in the case of You, means Your Data; and
- in the case of Supplier includes:
- information acquired directly or indirectly by Reseller in any form whether before or after the date of this Agreement and relating to Supplier including (but not limited to) Supplier’s financial or business affairs, technical information, trade secrets, know how, inventions, information is designated confidential and information that You know or ought to know is confidential; information relating to the Services; Documentation; Reports; Account Credentials; information relating to the personnel, policies, business, systems and data of Supplier and its licensors;
provided that in the case of both Supplier and You the following will constitute an exception to such confidential information:
- information which is already in the public domain;
- information which after the date of this Agreement becomes part of the public domain otherwise than as a result of an unauthorised disclosure by the recipient Party or its representatives;
- information which is or becomes available to the recipient Party from a third party lawfully in possession thereof and who has the lawful power to disclose such information to the recipient Party; and
- information which is rightfully known by the recipient Party (as shown by its written record) prior to the date of disclosure to it under this Agreement;
Documentation means any material accompanying the Services or otherwise provided to You by Supplier in the course of supplying the Services and includes video presentations, webinars and training material in any format (but does not include a Report);
Charges means the charges for the Services published by Supplier from time to time;
- any faults, defects, incorrect operation or other circumstance affecting or relating to Your ability to connect to the Portal (other than with the Portal or any other component of the Services);
- telecommunications and internet outages for which the Supplier is not responsible;
- hardware failures;
- data centre outages;
- acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution and strikes;
GST has the meaning given in section 195‑1 of the GST Act;
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any regulations made thereunder;
Intellectual Property Rights means statutory and other proprietary rights in respect of trademarks, patents, circuit layouts, copyrights, confidential information and all other intellectual property rights as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, as amended;
Losses includes claims, losses, liabilities, damages, costs, and expenses of any kind, including those which are prospective or contingent and those the amount of which is not ascertained or ascertainable;
Portal means the website via which the Services are made available to You;
Report means a report generated by You by or through the Services;
Services means the aife.ai services delivered via the Portal as may be amended or substituted by Supplier from time to time and includes the Documentation, Reports and Additional Services;
Supplier means the entity identified above as such and where the context permits includes its licensors;
Term has the meaning given in clause 3;
Third Party Intellectual Property Claim means an actual or threatened claim that Your use of the Services infringes the Intellectual Property Rights of a third person;
Your Data means to which Supplier is provided access by or through You for the purpose of the Services and includes developments, enhancements, extensions and adaptations of such data delivered to You through the Services;
Updates includes fixes patches and changed functionality to the Services as deemed necessary by Supplier in its absolute discretion; and
Valid Tax Invoice means a tax invoice that complies with the GST Act.
- the clause headings are for ease of reference only and shall not be relevant to interpretation;
- a reference to a clause number is a reference to its subclauses;
- words in the singular number include the plural and vice versa;
- words importing a gender include any other gender;
- a reference to a person includes bodies corporate and unincorporated associations and partnerships;
- a reference to a subclause is a reference to a subclause of the clause in which that reference is made;
- where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
- a reference to a Schedule includes a reference to any part of that Schedule which is incorporated by reference; and
2. USE OF SERVICES
2.2 Unless otherwise expressly permitted under these Terms, no other use of the Services is permitted.
2.3 You must not make or permit any use of the Services in a way which is unacceptable. Use is unacceptable if:
- it involves anything which is false, defamatory, harassing or obscene;
- it involves unsolicited electronic messages;
- it would involve the contravention of any person’s rights (including Intellectual Property Rights);
- it may offend any laws;
- it removes or modifies any trade marks, markings or any notice of Supplier’s rights;
- makes the Services or Documentation available to any other person;
- attempts to or does modify, adapt, translate, reverse engineer, decompile (other than in relation to an express statutory entitlement to do same in the Copyright Act), disassemble or attempt to determine the source code of the Services;
- knowingly permits any unauthorised use or misuse of the Services;
- knowingly permits anything which might impede or damage the Services;
- in the reasonable opinion of Supplier, may damage or impair Supplier’s Intellectual Property Rights or those of its licensors;
- in the reasonable opinion of Supplier, may damage Supplier’s trade reputation or those of its licensors;
- it may otherwise be regarded by Supplier or its licensors, on reasonable grounds, to be unacceptable (Supplier may from time to time notify You of the circumstances which Supplier regards as unacceptable).
3.1 The Term shall commence on the Commencement Date and shall continue for the period in respect of which You have elected to pay the Charges; for example monthly, quarterly or annually.
3.2 You may subscribe for a further term by payment of a further Charge before the expiration of the current term.
4. PORTAL ACCESS
4.1 The Portal shall be made available to You via the world wide web on the internet. You shall be responsible for obtaining and maintaining at your own cost Your own connection to the Internet and the Portal.
4.2 Supplier shall not be liable for any delay, disruption to or failure by You to establish a connection to the Portal over the internet, regardless of cause.
5.1 The Services are provided to You on an “as is” basis.
5.2 From time to time Supplier may release Updates without notice to You. Updates may change, extend, limit, increase or reduce certain functionality in respect of the Services. You shall have no claim against Supplier in respect of Updates.
5.3 You will be solely responsible for any costs associated with changes or upgrades to Access Facilities made necessary or desirable as a result of an Update.
6. TRAFFIC ANALYSIS
6.1 Supplier or its licensors may undertake (or cause to be undertaken) analysis of network traffic generated in connection with the Services and may use such analyses for any purpose and without being obliged to account to You, provided that any disclosure of such analyses to a third party may only be made:
- for the purpose of Supplier or its licensors performing their obligations under this Agreement or any head-agreement;
- or if any information which might identify You has first been removed from such analyses.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 As between You and Supplier and subject to the licence set out in clause 8.4:
- Supplier and its licensors own all Intellectual Property Rights in the Services and any information generated under clause 6;
- and You own all Intellectual Property Rights in Your Data.
7.2 Supplier hereby grants You a non-exclusive limited royalty-free non-transferable revocable right to:
- reproduce the Documentation solely for the purpose of You exercising Your rights under this Agreement or using the Services;
- reproduce adapt and analyse Reports solely for Your internal business purposes.
7.3 Subject only to clause 7.2, You are not granted any right title or interest in the Intellectual Property of Supplier or its licensors.
8. USE OF YOUR DATA
8.1 The provision of the Services shall be subject at all times to You supplying or procuring the timely supply of Your Data to Supplier.
8.2 You shall be responsible for:
- the costs of supplying Your Data to Supplier;
- and supplying Your Data in a format and over such interfaces and protocols as may be advised by Supplier from time to time.
8.3 Supplier shall use reasonable endeavours, consistent with industry standards for the storage of non-sensitive non critical data, to ensure that Your Data is stored in an environment that is secure from unauthorised access.
8.4 You hereby grant to Supplier a worldwide non-exclusive sub-licensable perpetual irrevocable royalty free licence to exercise the following rights in relation to Your Data: store, process, reproduce, adapt, modify, enhance, create derivative works, analyse and create analyses, communicate and transmit same for the limited purposes of:
- supplying the Services to You or any person to whom you have provide your Account Credentials;
- for its internal business purposes,
- sub-contracting any or all of the Services to a third party,
- obtaining any or all of the Services from its licensors and suppliers for re-supply to You, and
- collaboration with third parties including its suppliers and licensors for the purpose of Supplier or its suppliers and licensors developing new or enhanced services (subject to clause 17.3(b)).
8.5 The Services are not any form of data bureau, backup or retention service. You shall be solely responsible for ensuring that Your Data is regularly backed up and that its integrity is preserved and Supplier shall have no liability whatsoever to You in respect of any loss of or damage to Your Data howsoever caused.
9.1 You must ensure that the Services are protected at all times from misuse, damage, destruction or any form of unauthorised use.
9.2 You must:
- not knowingly introduce any virus or malicious code into the Services whether via the Portal or otherwise;
- and must take reasonable precautions to ensure that any computer hardware and software that You use to access the Services is protected against the execution and transmission of any virus or other malicious code.
9.3 You may through the Portal request and obtain Account Credentials for the purpose of accessing and using the Services. You are responsible for use of the Services by anyone using Your Account Credentials, even if that use is by an unauthorized person. You must notify Supplier immediately if You suspect or know that:
- Your Account Credentials have been compromised or become known to an unauthorised person;
- or the Services have been, are being or may be used by an unauthorised person.
9.4 Supplier shall not be liable to You or any person claiming through You in respect of any use and disclosure of Your Data obtained via the provision of valid Account Credentials.
10.1 Supplier will at its own cost make suitable Documentation available to You to enable You to use the Services.
10.2 You will ensure that all persons who you permit to access the Services using your Account Credentials are appropriately trained in use of the Services.
11. PAYMENT TERMS
11.1 You must pay the Charges to Supplier (or its nominee) to use the Services.
11.2 Payment of the Charges shall be made by:
- credit card billed in advance of provision of the Services or;
- by prior agreement in writing with Supplier, in full within seven (7) days from the date of an invoice issued by Supplier.
11.3 If Payment is made other by credit card You shall in addition to the Charges, pay Supplier’ then applicable merchant fee.
11.4 Supplier may, without prejudice to any of its other rights, suspend Your access to the Services if You are in default of Your obligation to pay the Charges.
12. THIRD PARTY IPR CLAIMS
12.1 You must promptly notify Supplier in writing of any Third Party Intellectual Property Claim received by You or of which you have knowledge.
12.2 In the case of a Third Party Intellectual Property Claim Supplier may modify limit restrict or terminate the Services and in each case You shall not be entitled to any compensation or damages howsoever described.
You warrant to Supplier and its licensors, and continue throughout the Term to warrant to Supplier and its licensors, that:
b. use of Your Data by Supplier will not:
- infringe the Intellectual Property Rights of any person;
- or infringe the Privacy Act.
- meet Your requirements;
- provide any particular result or outcome;
- be free from error;
- be free from viruses or malicious code;
- be free from disruption; or
- be available at all times.
- Supplier has not made and (to the full extent permitted by the laws of the Commonwealth of Australia or of any state or territory of Australia having jurisdiction) excludes all warranties, terms, conditions or undertakings, whether express or implied (by legislation or otherwise) including any implied warranty as to fitness for purpose or merchantability in relation to the Services;
15. LIMITATION OF LIABILITY
15.1 You use the Services solely at Your own risk.
15.2 In no case shall Supplier be liable to You or any person claiming through You in respect of any Losses for or in connection with:
- loss of profits,
- loss of data including Your Data, or
- special, indirect, or consequential losses.
15.4 Pursuant to s 64A of the Australian Consumer Law (under the Competition and Consumer Act 2010 (Cth)):
b. Supplier’s liability for breach of a guarantee conferred by the Australian Consumer Law (under the Competition and Consumer Act 2010 (Cth)), other than those conferred by ss 51–53 of that Law, is limited:
i. in the case of goods, to any one of the following as determined by Supplier:
- the replacement of the goods or the supply of equivalent goods; or
- the repair of the goods; or
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired;
ii. in the case of services, to any one of the following as determined by Supplier:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.
You will at all times indemnify and keep indemnified Supplier and its licensors from and against any Losses incurred by any of those indemnified and arising out of or in connection with:
- Your Data;
- any breach of warranty given by You under clause 13;
17.3 A party shall not be in breach of subclause 1 for any uses or disclosures of Confidential Information which:
a. are required by law;
c. have become used or disclosed other than through its wrongful act or omission.
17.4 For the avoidance of doubt, Supplier may disclose Your Confidential Information to its suppliers and licensors in order to provide the Services to You, subject to clause 17.3(b).
18. DISPUTE RESOLUTION
18.1 A Party claiming that a dispute has arisen will notify each other Party giving details of the dispute.
18.2 Within 5 Business Days after a notice is given under clause 18.1 each Party that receives a notice under clause 18.1 will provide to each other Party a written response stating its position in relation to the dispute.
18.3 The Parties will make reasonable efforts to resolve the dispute within 21 Business Days of the expiration of the period stipulated in clause 18.2.
18.4 If the Parties are unable to resolve the dispute within the period stipulated in clause 18.3, the Parties will immediately refer the dispute to mediation.
18.5 The Parties may agree to appoint a particular person as the mediator. If the Parties are unable to agree within 5 Business Days after the end of the period stipulated in clause 18.3, the Parties will procure that the President for the time being of the Law Institute of Victoria appoints an expert. The President will be provided with copies of the notice of dispute and any written responses. The President will be asked to appoint an expert as soon as is possible and to advise the Parties in writing of the appointment.
18.6 The role of a mediator is to assist in negotiating a resolution of the dispute. A mediator may not make a decision that is binding unless each Party agrees in writing.
18.7 Each Party will bear its own costs of complying with this clause.
18.8 The costs of the mediator shall be shared equally between the Parties.
18.10 If the dispute is not resolved within 21 Business Days after the appointment of the mediator, the mediation will cease, unless otherwise agreed by the Parties.
18.11 Any information or documents disclosed by a Party under this clause:
- will be kept confidential by the recipient Party;
- and may not be used by the recipient Party except and limited to the purpose of seeking to resolving the dispute.
18.12 Nothing in this clause will affect or limit a Party’s right to seek or obtain interlocutory relief from a Court.
18.13 The referral of a dispute to a mediator under this clause shall not suspend the obligations of any Party.
- You shall have no further access to or right to use the Services;
- and any Charges paid by You shall be non-refundable.
- stated as a figure, is stated exclusive of GST;
- or described (by formula or otherwise), is described and must be calculated without regard to GST.
20.4 If an amount ("amount") payable by a Party ("the Paying Party") to the other Party ("the Other Party") comprises or would otherwise comprise a component of GST paid or payable by the Other Party, then to the extent that the Other Party is entitled to an input tax credit or refund of such GST:
the Other Party will in determining such amount first deduct a sum equal to such refund or credit where the refund or credit can be calculated at that time; and
in all other cases, pay or credit the value of such credit or refund to the Paying Party when it is able to be determined.
- delivered personally to that other Party;
- transmitted by facsimile to that other Party; or
- transmitted by email to that other Party.
21.2 A notice given to a Party will be duly given and received:
- when delivered (in the case of it being delivered personally or left at that Party's address) provided that a notice delivered after 5.00 p.m. on any day or on a day which is not a day will be treated as having been duly given and received at 9.00 am on the next day;
- on the day of transmission if given by facsimile or email (and provided that no intimation has been received by the sender that the notice has not been delivered, whether that intimation comes from that Party or from the operation of the facsimile or email transmission mechanism or otherwise), provided that a notice transmitted after 5.00 p.m. on any day or on a day which is not a day will be treated as having been duly given and received at 9.00 am on the next day.
For the purposes of this clause, Your address is that given by You in Your Application.
22. FURTHER ASSURANCES
23. NO MERGER
24. ENTIRE AGREEMENT
26. APPLICATION OF LAW
If any provision of this Agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
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