Please read these Terms and Conditions carefully. All contracts that We may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and We will ask for Your express acceptance of these Terms and Conditions before providing any such services to You.
If You accept these Terms and Conditions on behalf of a company or other legal entity (whether as authorized employee, agent or attorney), You represent that You have the authority to bind such entity and its Affiliates to these Terms and Conditions, in which case the terms “You” or “Your” shall refer to such entity and its Affiliates.
We may modify these Terms and Conditions from time to time by reasonable advance notice to You (including by resubmitting revised terms to you for acceptance or notifying You of the update using the email address that You enter into Your Platform account).
We will always upload the latest version of these Terms and Conditions to this webpage.
If You do not wish to accept these Terms and Conditions, You must not and cannot use the website or the Platform.
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;
"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"API" means the application programming interface for the Hosted Services defined by Us and made available by Us to You;
"Business Day" means any weekday other than a bank or public holiday in New South Wales, Australia;
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
"Customer" means the person or entity identified as such in the execution block of these Terms and Conditions ;
"Customer Data" means all data, works and materials uploaded to or stored on the Platform by You, transmitted by the Platform at the instigation of You, supplied by You to Us for uploading to, transmission by or storage on the Platform, including Personal Data where applicable;
"Customer Indemnity Event" has the meaning given to it in clause 15.1;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while they are in force and applicable, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
“Derived Data” means any data (wholly or in part) manipulated to such a degree that it cannot be identified as originating or deriving directly from the Customer Data and cannot be reverse-engineered such that it can be so identified;
"Documentation" means the specifications documentation for the Hosted Services produced by Us and delivered or made available by Us to You;
"Effective Date" means the earlier of the following:
a) the date upon which the parties execute these Terms and Conditions; and
b) the date upon which We send to You an order confirmation;
“Fees” means the following amounts:
a) the amounts specified under the “Fees” section of Schedule 1; and
b) such amounts as may be agreed in writing by the parties from time to time;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Free Trial” means a free trial of the Platform or Services offered by Us from time to time;
“Free Trial User” refers to the Customer, where that customer uses the Platform or Services as part of a free trial offered by Us;
"Hosted Services" means the Avarni Platform, as specified in the “Services We Offer” section of Schedule 1, which will be made available by Us to You as a service via the internet in accordance with these Terms and Conditions;
"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in in the Documentation;"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Personal Data" has the meaning given to it in the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
"Platform" means the Avarni platform managed by Us and used by Us to provide the Hosted Services, including Our APIs, the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Provider" means Avarni Pty Ltd, ACN 647 561 082, a company incorporated in Australia having its registered office at Level 2, 11 – 31 York Street, SYDNEY, NSW 2000, Australia;
"Services" means any services that We agree to provide to You, or have an obligation to provide to You, under these Terms and Conditions;
"Services Data" means any data generated by the Platform as a result of the use of the Hosted Services by You (including analytics data relating to the use of the Platform and server log files) but not including Your Customer Data;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that We agree in writing shall be supported;
"Term" means the term of these Terms and Conditions, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
"Third Party Services" means those services provided to You by Your suppliers or any third party that are or may be integrated with the Hosted Services by Us from time to time, at your request;
"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services;
“We”, “Our” and “Us” means the Provider; and
“You” means the Customer.