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Welcome to the online headquarters of Anditi Pty Ltd ACN 601 858 002 (Anditi, we, us or our). Thank you for choosing us for your data analytics and spatial insights. We are excited to have you join us!
The following are our General Terms of Use (Terms of Use). These Terms of Use are binding on any use by you of a Product or Service and form part of an Agreement between you and Anditi for the supply to you of Product and/or Services.
These Terms of Use are to be read in conjunction with other Agreements where applicable. If you are using our app NewSite, you will also be bound by our Special Conditions, which outline all the specifics around subscriptions, payment and invoicing.
To read the full Terms and Conditions for our Special Introductory Offer, click here
As we improve our products, build new features and upgrade our services, these Terms of Use may change from time to time. We will ensure that you will be notified via email if these changes affect your Product or Services.
Welcome to the online headquarters of Anditi Pty Ltd ACN 601 858 002 (Anditi, we, us or our). Thank you for choosing us for your data analytics and spatial insights. We are excited to have you join us!
The following are our General Terms of Use (Terms of Use) below. These Terms of Use are binding on any use by you of a Product or Service and form part of an Agreement between you and Anditi for the supply to you of Product and/or Services.
As we improve our products, build new features and upgrade our services, these Terms of Use may change from time to time. We will ensure that you will be notified via email if these changes affect your Product or Services.
(A) THESE TERMS OF USE FORM PART OF A LEGALLY BINDING CONTRACT BETWEEN YOU AND US REGARDING YOUR USE OF THE PRODUCT OR THE PROVISION OF SERVICES.
(B) THE TERMS OF USE ARE TO BE READ IN COMBINATION WITH OUR PRIVACY POLICY, OUR FEE SCHEDULE, OUR PRODUCT DESCRIPTION AND ANY OTHER DOCUMENT THAT YOU AND ANDITI AGREE FORM PART OF THE AGREEMENT. UNLESS SPECIFICALLY EXPRESSED IN A SEPARATE AGREEMENT SIGNED BY ANDITI, THESE POLICIES, SCHEDULE AND TERMS MAKE UP THE WHOLE AGREEMENT BETWEEN US AND YOU.
(C) WITHOUT LIMITING THE GENERALITY OF CLAUSE 1.1(B), ANY OF YOUR TERMS AND CONDITIONS PUT FORWARD OR PROPOSED BY YOU DO NOT FORM PART OF THE AGREEMENT UNLESS AND TO THE EXTENT ONLY THAT WE EXPRESSLY AGREE TO THE CONTRARY.
(D) FOR DEFINITIONS OF WORDS AND TERMS, SEE CLAUSE 10.
(A) IF IN THE AGREEMENT WE LICENCE A PRODUCT TO YOU, THE LICENCE IS GRANTED ONLY TO YOU UNLESS WE EXPRESSLY AGREE OTHERWISE IN THE AGREEMENT.
(B) EXCEPT FOR THE APPROVED PURPOSE, YOU MUST NOT DISTRIBUTE, TRANSFER, RESELL, ASSIGN, RENT, LEASE OR SUBLICENSE ANY PRODUCT OR ANY OF YOUR RIGHTS UNDER THE LICENCE WITHOUT OUR PRIOR WRITTEN CONSENT.
(C) YOU MUST EXPRESSLY ACKNOWLEDGE US, IN A REASONABLY PROMINENT MANNER (BY DISPLAY OF THE ANDITI LOGO OR OTHER APPROPRIATE ATTRIBUTION), AS THE SOURCE OF THE PRODUCT OR ANY DERIVATIVE WORKS THAT YOU MAY USE, COPY, MODIFY, DISPLAY OR DISTRIBUTE.
(D) UNLESS OTHERWISE PERMITTED BY US IN WRITING, YOU MUST NOT REMOVE OR CAUSE TO BE REMOVED ANY ANDITI LOGO, WATERMARK OR OTHER ANDITI ATTRIBUTION IN THE PRODUCT OR ANY DERIVATIVE WORKS.
(E) YOU MUST ONLY USE THE PRODUCT OR ITEMS GENERATED FROM THE SERVICES FOR YOUR OWN LAWFUL INTERNAL BUSINESS PURPOSES, EXCEPT THAT YOU MAY USE THE PRODUCT OR ITEMS GENERATED FROM THE SERVICES ON BEHALF OF OTHERS OR IN ORDER TO PROVIDE SERVICES TO OTHERS IN ACCORDANCE WITH THE APPROVED PURPOSE, ACKNOWLEDGING THAT ALL PERSONS FOR WHOM OR TO WHOM THE PRODUCT OR ITEMS GENERATED FROM THE SERVICES IS PROVIDED COMPLY WITH AND ACCEPT ALL TERMS OF THE AGREEMENT THAT APPLY.
(F) WE MAY ENGAGE THIRD PARTY PROVIDERS FOR IMAGERY AND DATA CAPTURE USED IN THE PRODUCT. YOU MUST AT ALL TIMES COMPLY WITH ALL REQUIREMENTS AND RESTRICTIONS THAT ANY THIRD PARTY PROVIDER MAY IMPOSE DIRECTLY OR INDIRECTLY ON US, IN RELATION TO THEIR RESPECTIVE PRODUCTS AND/OR SERVICES.
2.1 ALL INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCT OR SERVICES OR ITEMS GENERATED FROM THE SERVICES WILL REMAIN WITH US.
2.2 NOTHING IN THE AGREEMENT WILL, UNLESS EXPRESSLY STATED IN WRITING, AFFECT THE OWNERSHIP OF PREVAILING INTELLECTUAL PROPERTY RIGHTS IN ANY PRODUCT OR SERVICES OR ITEMS GENERATED FROM THE SERVICES, OR DERIVATIVE WORKS OR COMPONENTS THEREOF.
2.3 YOU MUST:
(A) IMMEDIATELY NOTIFY US IF YOU BECOME AWARE OF ANY ACTUAL OR POTENTIAL UNAUTHORISED USE OF THE PRODUCT OR SERVICES OR ITEMS GENERATED FROM THE SERVICES, OR ANY ACTUAL OR POTENTIAL BREACH OF OUR INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCT OR SERVICES OR ITEMS GENERATED FROM THE SERVICES; AND
(B) CO-OPERATE FULLY WITH US IN TAKING ANY AND ALL STEPS REQUIRED BY US IN CONNECTION WITH ANY INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCT OR SERVICES OR ITEMS GENERATED FROM THE SERVICES.
3.1 WE WARRANT THAT:
(A) WE HAVE EXERCISED DUE CARE AND SKILL IN COMPILING EACH COMPONENT OF THE PRODUCT;
(B) WE WILL EXERCISE DUE CARE AND SKILL WHEN PROVIDING OUR SERVICES TO YOU; AND
(C) NO ADDITIONAL AUTHORISATION, CONSENT, APPROVAL, FILING OR REGISTRATION WITH ANY COURT OR GOVERNMENT DEPARTMENT, COMMISSION, AGENCY OR INSTRUMENTALITY IS OR WILL BE NECESSARY OR REQUIRED FOR US TO ENTER INTO AND GIVE EFFECT TO THIS AGREEMENT.
3.2 WE TAKE NO RESPONSIBILITY FOR INTERPRETIVE OR USER ERROR BY YOU.
3.3 WE BOTH (YOU AND ANDITI) AGREE TO USE ALL REASONABLE ENDEAVOURS TO ENSURE THAT NO VIRUSES OR SIMILAR PROGRAMMING EFFECTS ARE CODED OR INTRODUCED INTO THE PRODUCT. WE BOTH AGREE TO ENSURE THAT REASONABLE ANTI-VIRUS SOFTWARE IS OPERATING IN ALL RELEVANT RESPECTS AT ALL RELEVANT TIMES.
3.4 IF THE PRODUCT CONTAINS LOCATION INFORMATION OR OTHER INFORMATION OF A PERSONAL NATURE, YOU MUST AT ALL RELEVANT TIMES COMPLY WITH ALL PRIVACY LEGISLATION IN EACH APPLICABLE JURISDICTION IN RELATION TO YOUR STORAGE, DISCLOSURE, PUBLICATION AND USE OF THAT INFORMATION.
3.5 IF THE PRODUCT CONTAINS LOCATION INFORMATION, WHILE WE HAVE MADE AND WILL MAKE EVERY EFFORT TO ENSURE THE ACCURACY, RELIABILITY, COMPLETENESS AND SUITABILITY OF THE LOCATION INFORMATION, WE DO NOT GIVE ANY WARRANTY OR GUARANTEE OR TAKE ANY RESPONSIBILITY OR ACCEPT ANY LIABILITY (INCLUDING WITHOUT LIMITATION, LIABILITY IN NEGLIGENCE OR BREACH OF CONTRACT) ARISING FROM OR CONNECTED TO ANY ERRORS OR OMISSIONS IN THE LOCATION INFORMATION. WE ACCEPT NO RESPONSIBILITY AND DISCLAIM ALL LIABILITY FOR ANY LOSSES, DAMAGES OR COSTS AS A RESULT OF THE USE OR RELIANCE ON THE LOCATION INFORMATION.
3.6 TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO CLAUSE 4, OTHER THAN THE WARRANTIES EXPRESSLY PROVIDED IN THE AGREEMENT, ALL OTHER CONDITIONS, WARRANTIES AND GUARANTEES IMPLIED OR PROVIDED FOR BY STATUTE, COMMON LAW OR OTHERWISE IN RELATION TO THE PRODUCT OR SERVICES (INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING ANY IMPLIED OR IMPOSED WARRANTY OR GUARANTEE THAT THE PRODUCT OR SERVICES ARE SUITABLE OR FIT FOR ANY PARTICULAR USE OR PURPOSE OR THAT THE PRODUCT WILL COMPLY WITH A SAMPLE) ARE HEREBY EXCLUDED, EXCEPT FOR ANY WARRANTIES OR GUARANTEES WHICH MAY NOT BE EXCLUDED ACCORDING TO THE APPLICABLE LAWS OR REGULATIONS OF A COUNTRY WHICH HAS PROPER JURISDICTION.
3.7 THE PARTIES AGREE THAT EACH WARRANTY PROVIDED UNDER THE AGREEMENT EXCLUDES ANY DEFECT DUE TO, AND WE WILL HAVE NO LIABILITY FOR:
(A) IMPROPER OR ABNORMAL USE OR MISMANAGEMENT BY YOU OF THE PRODUCT OR SERVICE;
(B) USE OF PRODUCT OR SERVICES IN A MANNER NOT REASONABLY CONTEMPLATED BY US;
(C) USE OF PRODUCT OR SERVICES IN A MANNER CONTRARY TO THE LAW;
(D) YOUR FAILURE TO COMPLY WITH ANY PROVISION OF THE AGREEMENT;
(E) THE NATURE OF ANY INFORMATION OR DATA PROVIDED BY YOU OR ON YOUR BEHALF, INCLUDING IN CIRCUMSTANCES WHERE SUCH INFORMATION OR DATA IS INACCURATE, INCOMPLETE, CORRUPTED OR MISLEADING OR DECEPTIVE; OR
(F) IF ANOTHER PARTY HOSTS ON OUR BEHALF ANY DATA OR OTHER INFORMATION USED IN THE PRODUCT, THE DATA OR INFORMATION BEING NOT AVAILABLE OR ACCESSIBLE FOR ANY REASON.
3.8 THE PROVISIONS OF THIS CLAUSE 3 AND CLAUSE 4 EXHAUSTIVELY DEFINE ANDITI’S OBLIGATIONS AND LIABILITIES WITH RESPECT TO THE BREACH OF ANY WARRANTIES IN THIS CLAUSE 3 AND THE RECTIFICATION OF DEFECTS AND NON-CONFORMANCES IN THE PRODUCT OR SERVICES AND SHALL BE TO THE EXCLUSION OF ANY OTHER RIGHTS AND REMEDIES YOU MAY OTHERWISE HAVE IN RESPECT OF BEACHES OF WARRANTY, DEFECTS AND NON-CONFORMANCES IN THE PRODUCT OR SERVICES.
4.1 THE LIABILITY OF ANDITI ARISING FROM ITS PERFORMANCE OR FAILURE TO PERFORM THE AGREEMENT, WHETHER THE LIABILITY ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, UNDER STATUTE OR OTHERWISE, IS LIMITED AS PROVIDED IN THIS CLAUSE 4.
4.2 IF YOU ARE A CONSUMER FOR THE PURPOSES OF THE AUSTRALIAN CONSUMER LAW (CONSUMER), THEN:
(A) THE PRODUCT AND SERVICES COME WITH GUARANTEES (GUARANTEES) THAT CANNOT BE EXCLUDED UNDER THE AUSTRALIAN CONSUMER LAW; AND
(B) IF PRODUCT OR SERVICES FAIL TO COMPLY WITH A GUARANTEE AND IF SUCH FAILURE IS A MAJOR FAILURE AS DEFINED IN THE AUSTRALIAN CONSUMER LAW OR IF THE FAILURE CANNOT BE REMEDIED (RELEVANT FAILURE), YOU ARE ENTITLED TO HAVE THE PRODUCT OR SERVICES REPAIRED OR REPLACED OR SUPPLIED AGAIN OR TO OBTAIN A REFUND AS WELL AS COMPENSATION FOR ANY OTHER REASONABLY FORESEEABLE LOSS OR DAMAGE, AS PROVIDED IN THE AUSTRALIAN CONSUMER LAW.
4.3 IF YOU ARE A CONSUMER AND THE PRODUCT OR SERVICES FAIL TO COMPLY WITH A WARRANTY PROVIDED IN THE AGREEMENT OR A GUARANTEE AND IF SUCH FAILURE IS NOT A RELEVANT FAILURE, OR IF YOU ARE NOT A CONSUMER, THEN ANDITI’S LIABILITY IN RESPECT OF THAT FAILURE IS LIMITED, IN OUR ABSOLUTE DISCRETION, AS FOLLOWS:
(A) IN THE CASE OF GOODS:
(I) REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(II) REPAIR OF THE GOODS;
(III) PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR
(IIII) PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED
(B) IN THE CASE OF SERVICES:
(I) SUPPLY OF THE SERVICES AGAIN; OR
(II) PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
4.4 IF ANY LIABILITY OF ANDITI UNDER OR ARISING FROM THE AGREEMENT OR ITS PERFORMANCE IS NOT IN RESPECT OF A FAILURE OF ANY PRODUCT OR SERVICES TO COMPLY WITH A WARRANTY PROVIDED IN THE AGREEMENT OR A GUARANTEE, THEN ANDITI’S LIABILITY IS LIMITED TO THE LOWER OF EITHER:
(A) THE TOTAL AMOUNT OF FEES PAID BY YOU IN THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO WHEN THE LIABILITY FIRST ARISES; AND
(B) 50% OF THE TOTAL AMOUNT OF FEES PAID BY YOU UNDER THE AGREEMENT.
4.5 TO THE EXTENT PERMITTED BY LAW, ANDITI WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONTINGENT, INDIRECT, CONSEQUENTIAL OR SPECIAL LOSSES OR DAMAGES OR FOR ANY LOSS OF PROFIT OR INCOME, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, INCREASED EXPENSE OF OPERATION OR ANY FINANCING OR HOLDING COSTS WHETHER ARISING DIRECTLY OR INDIRECTLY FROM THE AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT OR OTHERWISE AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, UNDER STATUTE OR OTHERWISE.
4.6 YOU SHALL AT ALL TIMES INDEMNIFY US AND KEEP US INDEMNIFIED FROM AND AGAINST ANY LOSS OR LIABILITY REASONABLY INCURRED OR SUFFERED BY US ARISING FROM ANY CLAIMS, DEMANDS OR PROCEEDINGS WHERE SUCH LOSS OR LIABILITY WAS CAUSED BY OR ARISES FROM:
(A) A BREACH BY YOU OF YOUR OBLIGATIONS UNDER THE AGREEMENT;
(B) ANY WILLFUL, UNLAWFUL OR NEGLIGENT ACT OR OMISSION BY YOU;
(C) YOUR USE OF THE PRODUCT FOR ANY PURPOSE OTHER THAN THEIR INTENDED PURPOSE AS DISCLOSED TO US IN WRITING; OR
(D) YOUR USE, OR THE USE OF ANY OTHER PARTY, OF DATA, INFORMATION OR INSIGHTS CREATED OR DERIVED FROM THE PRODUCT.
4.7 IN RESPECT OF ANY CLAIM BETWEEN THE PARTIES UNDER OR IN CONNECTION WITH THE AGREEMENT, THE PARTIES AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATIONS OF PART 4 OF THE CIVIL LIABILITY ACT 2002 (NSW) AND OF ANY LAWS HAVING A SIMILAR EFFECT IN THE COMMONWEALTH AND OTHER STATES AND TERRITORIES OF AUSTRALIA ARE EXCLUDED AND HAVE NO APPLICATION OR EFFECT INSOFAR AS ANY OF THEM WOULD APPORTION LIABILITY TO ANDITI WHICH WOULD NOT HAVE BEEN SO APPORTIONED BUT FOR SUCH LAWS.
5.1 TERMINATION
(A) FOR THE PURPOSES OF THIS CLAUSE, EACH OF THE FOLLOWING IS A TERMINATING EVENT:
(I) THE BREACH OR THREATENED BREACH BY EITHER YOU OR US OF MATERIAL OBLIGATIONS UNDER THE AGREEMENT;
(II) THE APPOINTMENT OF ANY TYPE OF INSOLVENCY ADMINISTRATOR IN RESPECT OF THE PROPERTY OR AFFAIRS OF EITHER YOU OR US;
(III) THE ENTRY OR PROPOSED ENTRY BY EITHER PARTY INTO ANY SCHEME, COMPOSITION OR ARRANGEMENT WITH ANY OF YOUR OR OUR CREDITORS;
(B) IF A TERMINATING EVENT DESCRIBED IN SUBCLAUSE 5.1(A)(I) OCCURS IN RESPECT OF A PARTY (DEFAULTING PARTY), THE OTHER PARTY (NON-DEFAULTING PARTY) MAY GIVE TO THE DEFAULTING PARTY A NOTICE (DEFAULT NOTICE) REQUIRING THE BREACH TO BE REMEDIED BY THE DEFAULTING PARTY AND/OR REQUIRING THE DEFAULTING PARTY TO PROVIDE A WRITTEN UNDERTAKING THAT THE BREACH WILL NOT OCCUR AGAIN. IF THE BREACH IS NOT RECTIFIED AND/OR THE UNDERTAKING NOT GIVEN (AS THE CASE MAY BE) BY THE DEFAULTING PARTY WITHIN 14 DAYS OF THE DATE THE DEFAULT NOTICE IS DELIVERED TO THE DEFAULTING PARTY, THE NON-DEFAULTING PARTY MAY BY NOTICE IN WRITING TO THE DEFAULTING PARTY IMMEDIATELY TERMINATE THE AGREEMENT.
(C) IF A TERMINATING EVENT DESCRIBED IN SUBCLAUSE 5.1(A)(II) OR (III) OCCURS IN RESPECT OF YOU OR US, THE OTHER PARTY (NON-AFFECTED PARTY) MAY IMMEDIATELY TERMINATE THE AGREEMENT BY NOTICE IN WRITING.
(D) NOTHING IN THIS CLAUSE PREVENTS THE NON-DEFAULTING PARTY OR NON-AFFECTED PARTY FROM PURSUING SUCH OTHER ACTION AS MAY BE AVAILABLE TO IT ARISING OUT OF THE TERMINATING EVENT, SUBJECT TO ANY EXCLUSION OR LIMITATION ON LIABILITY SET OUT BELOW.
5.2 SUSPENSION
We can, in our absolute discretion, suspend access to the Product or suspend provision of further Services where, in our opinion:
(A) THE PRODUCT IS BEING USED FOR CRIMINAL ACTIVITY OR THERE IS MISUSE OF TECHNOLOGY.
(B) WHERE ANY FEES PAYABLE REMAIN OUTSTANDING 15 DAYS FOLLOWING ISSUE OF AN INVOICE AND FOR WHICH NO SATISFACTORY EXPLANATION HAS BEEN GIVEN; OR
(C) YOU MISUSE THE PRODUCT OR BECOME AWARE OF A FLAW IN THE PRODUCT WHICH ALLOWS YOU ACCESS TO OR USE OF THE PRODUCT (OR COMPONENT THEREOF), THAT YOU HAVE NOT SUBSCRIBED FOR, AND DO NOT IMMEDIATELY NOTIFY US.
6.1 NEITHER OF US (YOU AND ANDITI) WILL, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER:
(A) DISCLOSE ANY CONFIDENTIAL INFORMATION PROVIDED BY OR BELONGING TO THE OTHER PARTY; OR
(B) USE ANY SUCH CONFIDENTIAL INFORMATION EXCEPT:
(I) IN YOUR CASE, FOR THE APPROVED PURPOSE; AND
(II) IN OUR CASE, FOR ANY PURPOSE REASONABLY REQUIRED TO ENABLE US TO PERFORM OUR OBLIGATIONS UNDER THE AGREEMENT.
6.2 NEITHER OF US (YOU OR ANDITI) WILL BE IN BREACH OF CLAUSE 6.1(A) IN CIRCUMSTANCES WHERE WE ARE LEGALLY COMPELLED TO DISCLOSE THE OTHER'S CONFIDENTIAL INFORMATION.
6.3 BOTH OF US (YOU AND ANDITI) WILL TAKE ALL REASONABLE STEPS TO ENSURE THAT OUR EMPLOYEES AND AGENTS, AND ANY SUB-CONTRACTORS ENGAGED FOR THE PURPOSES OF THE AGREEMENT, DO NOT MAKE PUBLIC OR DISCLOSE THE OTHER'S CONFIDENTIAL INFORMATION OR WRONGLY USE THAT CONFIDENTIAL INFORMATION.
6.4 DESPITE ANY OTHER PROVISION OF THIS CLAUSE 6, WE (YOU AND ANDITI) MAY DISCLOSE THE TERMS OF THE AGREEMENT (OTHER THAN CONFIDENTIAL INFORMATION OF A TECHNICAL NATURE) TO OUR PROFESSIONAL ADVISERS.
6.5 THIS CLAUSE WILL SURVIVE THE TERMINATION OF THE AGREEMENT.
7.1 IF EITHER OF US (YOU OR US) ENCOUNTER A PROBLEM RELATING TO THE AGREEMENT, WE BOTH AGREE TO:
(A) NOTIFY EACH OTHER IN WRITING OF ANY DISPUTE WITHIN 30 DAYS OF WHEN IT ARISES; AND
(B) MAKE ATTEMPTS TO COME TO AN INFORMAL RESOLUTION PRIOR TO ANY DEMAND FOR ARBITRATION.
7.2 IF NO RESOLUTION CAN BE FOUND WITHIN 90 DAYS, WE BOTH AGREE TO:
(A) A DISPUTE RESOLUTION TECHNIQUE (FOR EXAMPLE, EXPERT DETERMINATION) AND PROCEDURES TO BE ADOPTED;
(B) THE TIMETABLE FOR ALL STEPS IN THOSE PROCEDURES;
(C) THE SELECTION AND COMPENSATION OF THE INDEPENDENT PERSON REQUIRED FOR SUCH TECHNIQUE;
(D) THE MEDIATION RULES OF THE LAW SOCIETY OF NEW SOUTH WALES; AND
(E) REQUEST THE PRESIDENT OF THE LAW SOCIETY OF NEW SOUTH WALES OR THE PRESIDENT’S NOMINEE TO SELECT THE MEDIATOR AND DETERMINE THE MEDIATOR’S REMUNERATION.
8.1 IF EITHER OF US (YOU OR ANDITI) IS UNABLE TO PERFORM OR IS DELAYED IN PERFORMING AN OBLIGATION UNDER THE AGREEMENT (EXCEPT FOR ANY OBLIGATION TO PAY MONEY WHEN DUE, INCLUDING FEES) BECAUSE OF AN EVENT BEYOND OUR REASONABLE CONTROL (FORCE MAJEURE EVENT):
(A) THAT OBLIGATION IS SUSPENDED BUT ONLY SO FAR AND FOR SO LONG AS EITHER OF US IS AFFECTED BY THE FORCE MAJEURE EVENT; AND
(B) WHOEVER IS AFFECTED WILL NOT BE RESPONSIBLE FOR ANY LOSS OR EXPENSE SUFFERED OR INCURRED BY THE OTHER AS A RESULT OF, AND TO THE EXTENT THAT, WHOEVER IS AFFECTED IS UNABLE TO PERFORM OR IS DELAYED IN PERFORMING THEIR OBLIGATIONS UNDER THE AGREEMENT BECAUSE OF THE FORCE MAJEURE EVENT.
8.2 IF A FORCE MAJEURE EVENT OCCURS, WHOEVER IS AFFECTED BY THE FORCE MAJEURE EVENT MUST:
(A) PROMPTLY GIVE THE OTHER NOTICE OF THE FORCE MAJEURE EVENT AND AN ESTIMATE OF THE NON- PERFORMANCE AND DELAY;
(B) TAKE ALL REASONABLE STEPS TO OVERCOME THE EFFECTS OF THE FORCE MAJEURE EVENT; AND
(C) RESUME COMPLIANCE AS SOON AS PRACTICABLE AFTER THE FORCE MAJEURE EVENT NO LONGER AFFECTS IT.
9.1 IF YOU DO NOT SIGN AND RETURN TO US A COPY OF THE PROPOSED AGREEMENT WE SEND TO YOU WITH OUR PROPOSAL, HOWEVER YOU GIVE INSTRUCTIONS TO US TO SUPPLY PRODUCT OR SERVICES IN RESPONSE TO OUR PROPOSAL, OR YOU TAKE ANY OTHER ACTION WHICH INDICATES YOUR ACCEPTANCE OF OUR PROPOSAL, YOU ARE DEEMED TO HAVE ACCEPTED THE PROVISIONS OF THE AGREEMENT AS SENT TO YOU WITH OUR PROPOSAL, AND THOSE PROVISIONS EXCLUSIVELY FORM THE AGREEMENT BETWEEN YOU AND US IN RESPECT OF THE PROPOSAL, UNLESS WE OTHERWISE AGREE IN WRITING.
9.2 A NOTICE UNDER THE AGREEMENT WILL BE DEEMED PROPERLY SERVED IF IT IS WRITING AND IS SENT, IN THE CASE OF A NOTICE TO YOU, TO YOUR NOMINATED EMAIL ADDRESS AND, IN THE CASE OF A NOTICE TO US, TO SERVICE@ANDITI.COM, PROVIDED THAT AT OR AROUND THE TIME OF SENDING THERE WAS NO ERROR MESSAGE RECEIVED BY THE SENDER INDICATING UNSUCCESSFUL TRANSMISSION OF THE EMAIL TO THE INTENDED RECIPIENT.
9.3 ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
9.4 NEITHER PARTY MAY ASSIGN OR OTHERWISE TRANSFER OR DEAL WITH ITS RIGHTS OR OBLIGATIONS UNDER THE AGREEMENT OR ANY PART OF THE AGREEMENT WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF THE OTHER PARTY.
9.5 IF ONE OR MORE OF THE PROVISIONS OF THE AGREEMENT ARE FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS WILL NOT BE AFFECTED.
9.6 WE MAY AT ANY TIME AMEND THESE TERMS OF USE BY NOTICE TO YOU. THE AMENDED TERMS OF USE WILL ALSO BE POSTED ON THE WEBSITE. ANY SUCH AMENDMENT WILL TAKE EFFECT AT THE TIME STATED IN OUR NOTICE TO YOU OR, IF NO SUCH TIME IS STATED, AT THE TIME WE SEND THE NOTICE TO YOU.
9.7 A SINGLE OR PARTIAL EXERCISE OR WAIVER OF A RIGHT RELATING TO THE AGREEMENT WILL NOT PREVENT ANY OTHER EXERCISE OF THAT RIGHT OR THE EXERCISE OF ANY OTHER RIGHT. A PARTY WILL NOT BE LIABLE FOR ANY LOSS, COST OR EXPENSE OF ANY OTHER PARTY CAUSED OR CONTRIBUTED TO BY THE WAIVER, EXERCISE, ATTEMPTED EXERCISE, FAILURE TO EXERCISE OR DELAY IN THE EXERCISE OF A RIGHT.
9.8 THE COVENANTS, CONDITIONS AND PROVISIONS OF THE AGREEMENT WHICH ARE CAPABLE OF HAVING EFFECT AFTER THE EXPIRATION OR TERMINATION OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT FOLLOWING THE EXPIRATION OR TERMINATION OF THE AGREEMENT.
9.9 THESE TERMS OF USE SUPERSEDE ANY PRIOR VERSION OF ANDITI’S GENERAL TERMS OF USE.
9.10 THE AGREEMENT IS GOVERNED BY THE LAWS APPLICABLE IN NEW SOUTH WALES, AUSTRALIA.
9.11 WE BOTH SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF NEW SOUTH WALES AND OF THE COMMONWEALTH OF AUSTRALIA.
9.12 ALL FEES EXCLUDE GST AND OTHER TAXES UNLESS EXPRESSLY STATED OTHERWISE. THE CONSIDERATION FOR A SUPPLY UNDER THE AGREEMENT IS EXCLUSIVE OF GST. THE RECIPIENT OF A SUPPLY MUST PAY THE SUPPLIER AN AMOUNT EQUAL TO THE SUPPLIER’S GST ON THE SUPPLY AT THE SAME TIME AS THE CONSIDERATION IS PAID AND WITHOUT DEDUCTION OR SET OFF OF ANY OTHER AMOUNT. THE SUPPLIER MUST ISSUE A TAX INVOICE BEFORE THE RECIPIENT IS OBLIGED TO PAY THE GST.
10.1 IN THE AGREEMENT, UNLESS THE CONTEXT INDICATES A CONTRARY INTENTION:
Agreement means the agreement between you and Anditi for the supply of the Product and/or Services, of which these Terms of Use form part.
Anditi means Anditi Pty Ltd ACN 601 858 002, and includes we, us and our.
Approved Purpose means internal business use of the Product or Services in a way that does not make the Product or Services or any Derivative Works available to any third party, except where it is used in a Fixed-layout Report.
Confidential Information means information that is by its nature confidential but does not include:
(A) INFORMATION ALREADY KNOWN TO THE RECEIVING PARTY AT THE TIME OF DISCLOSURE BY THE OTHER PARTY; OR
(B) INFORMATION IN THE PUBLIC DOMAIN OTHER THAN AS A RESULT OF DISCLOSURE BY A PARTY IN BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY UNDER THE AGREEMENT.
Derivative Works means any new work created by or on behalf of you that includes or embeds all or part of the Product or Services.
Fee means the cost of the Product and Services, as outlined in the Fee Schedule.
Fee Schedule means the information relating to Packages and Fees for the Product or Services under the Agreement, which is located on the Website or otherwise provided to you, and which may be updated or amended by Anditi from time to time.
Fixed-layout Report means the extracted image of a Site, for use in a report, that does not contain georeferenced information.
GST means the tax payable under the GST Act by us in relation to any Taxable Supply made by us under the Agreement.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in relation to any copyright, trade marks, designs, patents, layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, scientific, literary or artistic fields.
Licence means the licence granted to you to use the Product as further described in the Agreement.
Misuse means use of the Product or outcome of the Services in a manner or to a level not reasonably contemplated by us at the time of entering into the Agreement.
Package means the subscription level you choose when you purchase the Product or a licence to use the Product.
Privacy Policy means the Privacy Policy on the Website.
Product means any data or information based product supplied or licensed by us under the Agreement, as further described in the Agreement.
Product Description means the information relating to the Product, features and inclusions as further described in the Agreement, which may be updated or amended by Anditi from time to time.
Service means the service provided to you by Anditi as further described in the Agreement.
Supply has the same meaning given to that term in the GST Act.
Tax Invoice has the same meaning given to that term in the GST Act.
Third Party Providers means Anditi's suppliers of products and services.
Website means all web pages and sub-sites available within the anditi.com domain www.anditi.com.
you means you, the customer, and includes your.
10.2 IN THE AGREEMENT, UNLESS A CONTRARY INTENTION APPEARS:
(A) A REFERENCE TO THE AGREEMENT OR ANOTHER INSTRUMENT INCLUDES ANY VARIATION OR REPLACEMENT OF THEM;
(B) A REFERENCE TO A STATUTE, ORDINANCE, CODE OR OTHER LAW INCLUDES REGULATIONS AND OTHER INSTRUMENTS UNDER IT AND CONSOLIDATIONS, AMENDMENTS, RE-ENACTMENTS OR REPLACEMENTS OR ANY OF THEM;
(C) THE SINGULAR INCLUDES THE PLURAL AND VICE VERSA;
(D) THE WORD “PERSON” INCLUDES A FIRM, BODY CORPORATE, AN UNINCORPORATED ASSOCIATION OR AN AUTHORITY;
(E) A REFERENCE TO A PARTY INCLUDES A REFERENCE TO ITS EXECUTORS, ADMINISTRATORS, SUCCESSORS, SUBSTITUTES (INCLUDING, WITHOUT LIMITATION, PERSONS TAKING BY NOVATION) AND PERMITTED ASSIGNS;
(F) AN AGREEMENT ON THE PART OF OR IN FAVOUR OF TWO OR MORE PERSONS BINDS OR IS FOR THE BENEFIT OF THEM JOINTLY AND SEVERALLY;
(G) A REFERENCE TO ANYTHING (INCLUDING, WITHOUT LIMITATION, ANY AMOUNT) IS A REFERENCE TO THE WHOLE OR ANY PART OF IT AND A REFERENCE TO A GROUP OF PERSONS IS A REFERENCE TO ANY ONE OR MORE OF THEM;
(H) THE WORD “INCLUDE” OR “INCLUDING” (IN ANY FORM) OR SIMILAR WHEN INTRODUCING ONE OR MORE SPECIFIC ITEMS DOES NOT LIMIT THE MEANING OF THE GENERAL WORDS TO THOSE ITEMS OR TO ITEMS OF A SIMILAR KIND;
(I) IN THE INTERPRETATION OF THE AGREEMENT NO RULE OF CONSTRUCTION APPLIES TO THE DISADVANTAGE OF ONE PARTY ON THE BASIS THAT THAT PARTY PUT FORWARD THE AGREEMENT; AND
(J) WHERE A WORD OR PHRASE HAS A DEFINED MEANING, ANOTHER PART OF SPEECH OR GRAMMATICAL FORM IN RESPECT OF THAT WORK OR PHRASE HAS A CORRESPONDING MEANING.
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