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.
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:
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;
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.
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:
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.
4.1 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.
6.1 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:
7.1 As between You and Supplier and subject to the licence set out in clause 8.4:
7.2 Supplier hereby grants You a non-exclusive limited royalty-free non-transferable revocable right to:
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.
8.1 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:
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:
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:
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:
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.
11.1 You must pay the Charges to Supplier (or its nominee) to use the Services.
11.2 Payment of the Charges shall be made by:
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.
12.1 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:
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:
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:
ii. in the case of services, to any one of the following as determined by Supplier:
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:
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).
18.1 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:
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.
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.
21.2 A notice given to a Party will be duly given and received:
For the purposes of this clause, Your address is that given by You in Your Application.
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.
HOW 1STBASE USES YOUR INFORMATION. 2.1. 1stbase uses the information collected for the primary reason of providing its goods and services to you.
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