If you have been provided with a trial of Impact Sustainability you agree to the following terms and conditions.
“Customer” means the company requesting the trial and anyone reasonably appearing to IS to be acting on the company’s behalf or with the company’s authority or permission.
“Customer Data” means any data, information or other materials, provided to Impact Sustainability and/or its authorised contractors by the Customer in the course of using the Service.
“Documentation” shall mean Impact Sustainability’s then current guides, and manuals made generally available by Impact Sustainability for the Service. Documentation shall include any updated Documentation that Impact Sustainability provides with Updates.
“Impact Sustainability Materials” shall mean any materials provided to Customer by Impact Sustainability in the course of performing technical services or professional services.
“Intellectual Property” means Impact Sustainability’s (or its licensor’s) intellectual property rights of any description in any countries including without limitation copyright, neighbouring rights, performers proprietary rights, moral rights, registered designs, design rights, trade marks, patents, know how, inventions and trade secrets together with any analogous rights capable of protection at law as are known or as may hereafter become known and including any application for such rights registerable in any part of the world.
“Impact Sustainability” means Impact Sustainability Pty Ltd (ACN 152 891 122) of Unit 1, 177 Salmon Street, Port Melbourne, 3207 as trustee for the Impact Sustainability Unit Trust.
“Impact Sustainability Employees” includes anyone lawfully authorised by Impact Sustainability to act on Impact Sustainability’ behalf.
“Impact Sustainability Group Company” means a Impact Sustainability subsidiary or holding company, or a subsidiary of that holding company, all as defined by Section 9 of the Corporations Act 2001.
“Location” shall mean a property representing land and buildings which is occupied, managed or owned by the Customer that will be measured by Impact Sustainability’s Software service.
“Service” means the service or services provided by Impact Sustainability Service.
“User(s)” shall mean the named or specified (by password or other user identification) individuals authorised by the Customer and notified to Impact Sustainability to access the Service, regardless of whether the individual is actively using the Service at any given time.
2. SCOPE OF SERVICE
The Service provided shall enable the Customer to trail the use of the online corporate responsibility data management, data analysis and other information processing services, provided by Impact Sustainability.
3. CUSTOMER OBLIGATIONS
The Customer shall throughout the trial of Impact Sustainability’s system:-
- Not itself licence, sub-licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Service available to any person or party other than a User;
- Not modify, or permit any other person than Impact Sustainability to modify the Software or any operating or other documentation associated with the Software or merge the Software with any other software, whether or not provided by Impact Sustainability, without Impact Sustainability’s prior written consent; and
- Not share or use or permit the share or use by more than one individual User.
- Not make any change in the configuration of the Software or attempt or allows other to attempt to reverse engineer it. In the event of any breach the trial shall terminate automatically at the option of Impact Sustainability without prejudice to Impact Sustainability’s rights to compensation for its losses and damages as a result of such breach.
- Notify Impact Sustainability immediately of any unauthorised use or attempted use, of any password or account or any other known or suspected breach of security of the Service.
- Prevent all non-authorised Users from access to the system.
- Comply with all applicable laws, treaties, and conventions in connection with use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data.
4. INTELLECTUAL PROPERTY
- Impact Sustainability grants the Customer non-transferable, non-exclusive rights to use:
- the Service solely through remote access to Impact Sustainability’ server system and solely for Customer’s own internal business operations, provided such operations shall not include commercial time-sharing, rental, outsourcing or service bureau use;
- or copy the Documentation solely for purposes of supporting Customer’s use of the Service in accordance with the terms of the Documentation;
- the technical Training Materials solely for purposes of supporting Users; and
- the Impact Sustainability Materials solely for purposes of using the Service.
- The Customer expressly agrees that it:
- may only use any ancillary programs in combination with the Service as set forth in the Documentation and not as stand-alone applications;
- may not modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any part of the Service (except to the extent permitted by law without possibility of contractual waiver) or access the Service in order to build a similar or competitive product or service;
- may not create Internet “links” to the Service or “frame” or “mirror” any part of the Service, including any content contained in the Service, on any other server or device;
- agrees to make every reasonable effort to prevent unauthorised third parties from accessing the Service;
- Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means;
- No rights granted herein with respect to any part of the Service, Documentation, Impact Sustainability Materials, and Training Materials, nor the use thereof, may be sold, leased, assigned, or otherwise transferred, in whole or in part, by Customer, and any such attempted assignment shall be void and of no effect.
5. CUSTOMER DATA
- To the extent necessary to provide the Service, the Customer grants Impact Sustainability the non-exclusive, worldwide right to use, copy, transmit and display Customer Data.
- Impact Sustainability shall use commercially reasonable efforts to prevent unintended deletion, destruction, damage, loss or failure to store Customer Data and shall not be responsible or liable otherwise for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
- The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. Where the Customer notifies Impact Sustainability of any inaccuracy, Impact Sustainability will use reasonable efforts to correct any data it holds on behalf of the Customer.
- The Customer grants Impact Sustainability the right to compile and use aggregate data arising from the Customer’s Data. Impact Sustainability will seek written permission from the Customer prior to using the Customer’s name or data for any other purpose not related to providing the Service to the Customer.
6. LIMITATIONS AND EXCLUSIONS
- If either party is unable to perform any obligation because of Force Majeure; a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party’s employees), or acts God or local, State or Federal Government or other competent authorities, or events beyond the reasonable control of that party’s suppliers, that party will have no liability to the other party for that failure to perform.
- In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the Service, including but not limited to the use of inability to use the Service, for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from with damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
- Impact Sustainability’s Services may be subject to limitations, delays and other problems that can occur for any reason in the use of the Internet. Impact Sustainability is not responsible for any such limitations, delays, delivery failures, other problems and/or other losses or damages resulting directly or indirectly from such problems.
- Any limitation of liability under this clause will not apply where the damage is caused by deliberate or fraudulent conduct on the part of the party causing the damage.
- Impact Sustainability makes no warranties or representations:
- that the Service will meet the Customer’s requirements should those requirements change,
- that the Software will operate in combinations with other hardware, software, systems or data not provided by Impact Sustainability (except as expressly specified in writing by Impact Sustainability ) that the Customer may select for use,
- that the operation of the Service will be uninterrupted or error free.
- Impact Sustainability indemnifies the Customer against all claims and proceedings arising from any infringement of Impact Sustainability’ Intellectual Property rights by reason of the Customer’s lawful and authorised use of the Software in accordance with these terms and conditions. As a condition of this indemnity the Customer must:
- notify Impact Sustainability promptly in writing of any allegation of infringement;
- make no admission relating to the infringement; and
- allow Impact Sustainability to conduct all negotiations and proceedings and give Impact Sustainability all reasonable assistance in doing so (Impact Sustainability will pay the Customer’s reasonable out of pocket expenses to 3rd parties, if any, for such assistance).
- The indemnity above does not apply to infringements caused by the use of the Service, in conjunction with other equipment, software or services not supplied by Impact Sustainability, or to infringements occasioned by designs or specifications made by, or on behalf of, the Customer. The Customer will indemnify and keep indemnified Impact Sustainability against all claims, proceedings and expenses arising from such infringements.
- The Customer indemnifies Impact Sustainability against any claims arising from the use or misuse of the Service, Users or other acting on the Customer’s behalf.
8. DISPUTE RESOLUTION AND JURISDICTION
- In the event of a dispute, the parties shall negotiate and attempt to resolve the dispute in good faith for the legitimate interest of both parties.
- If the dispute cannot be resolved, the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia and any court that can hear appeals from those courts. The parties further agree not to object to the jurisdiction of any Victorian court because it is an inconvenient forum.
9. SUPPORT SERVICES
Support services are not available to customers using Impact Sustainability’s system on trial.