a) Planwisely is a subscription-based geospatial planning intelligence platform
b) Planwisely agrees to supply the Licensee with the Licensed Data, subject to the terms of this agreement and the Quote, which together constitute the legal agreement between the Licensee and Planwisely (the “Agreement”).
c) Definitions of capitalised words are set out herein and in clause 15 of this agreement.
1.1 Grant - Subject to the terms of this Agreement and payment by the Licensee of the Fees, Planwisely grants to the Licensee a limited, non-exclusive, non-transferable licence for the Term to use the Licensed Data only for the Permitted Purpose (the “Licence”)
1.2 Users -The Licensed Data available under this Licence shall only be used by the Authorised Users and limited in number as per the Quote. If the number of Authorised Users exceeds the number specified in the Quote, the Licensee will be in breach of the Agreement.
1.3 Renewal - Unless otherwise notified by the Licensee in writing at least thirty (30) days prior to the expiry of the Term, or terminated in accordance with clause 6, and subject to any amendments to the Agreement required by Planwisely, the Licence will automatically be renewed for the Subscription Period unless otherwise agreed in writing (“Renewal Term”)
1.4 Licensed Data updates – Planwisely may from time to time supply the Licensee with updated or amended Licensed Data at its absolute discretion. If requested by Planwisely, the Licensee must stop using any previously supplied Licensed Data and use the new Licensed Data from the date of notification by Planwisely.
1.5 Acknowledgement of Planwisely source – The Licensee must expressly acknowledge Planwisely or any other attributable source, in a reasonably prominent manner (by displaying the Planwisely logo or other appropriate attribution), as the source of any Licensed Data or Derivative Work that the Licensee uses, copies, modifies or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Planwisely logo, watermark or other Planwisely attribution in any Licensed Data or Derivative Work.
2.1 No right to distribute, transfer, resell, assign or sublicense – This Licence is granted only to the Licensee and they must not distribute, transfer, resell, assign, rent, lease or sublicense any Licensed Data or any of the Licensee’s rights under this Licence without Planwisely’s prior written consent.
2.2 No third-party access – Unless otherwise provided in the Agreement, the Licensee must not make any Licensed Data available in any medium or manner to any third party (including the Licensee’s Related Parties and Subsidiaries).
2.3 Authorising users – Subject to clauses 1.1,1.2 and 3.1, the Licensee may request that Planwisely make Licensed Data and Licensee Data available to its Authorised Users, subject to them complying with the terms of the Agreement as if they were a party to it. The Licensee is responsible for all Authorised Users accessing Planwisely as part of this Agreement, and must ensure that they are at all times aware of the obligations and restrictions imposed by the Agreement.
2.4 No machine learning – The Licensee must not conduct machine learning work in connection with the Agreement on any Licensed Data, which includes but is not limited to running any machine learning models or their outputs; software that processes or transforms input data for training a machine learning model or getting a prediction from a machine learning model into a format suitable for training or making such a prediction; or software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data.
2.5 Restriction on integration methods – The Licensee is only permitted to use API integration methods, or other integration methods, as authorised by Planwisely in writing, including, but not limited to integration with the Licensee’s or other third party platforms or software.
2.6 No caching and creation of database – Except as expressly permitted under the Agreement, the Licensee is not permitted to:
a) Use its access to the Licensed Data under the Agreement for the purpose of creating a database containing Licensed Data or Derivative Work for resale, distribution, sublicense or other commercial purposes, or for mass downloads or bulk feeds; and
b) Pre-fetch, retrieve, cache, index, or store any Content or portion of the Licensed Data;
2.7 Prohibited Conduct – In the Licensee’s use of the Platform, the Licensee must not, and shall ensure that all Authorised Users do not:
a) do anything to damage, interfere with or disrupt access to the Platform or do anything which might impair its functionality;
b) use the Platform and its Content in any way in any unsolicited email (commercial or otherwise) or any other material for marketing or publicity purposes;
c) make available, upload, or distribute by any means any material or file that contain any viruses, bugs, corrupt data, “trojan horses”, “worms” or any other harmful software:
d) remove any content or information from the Platform, other than that permitted under the terms of this Licence;
e) falsify the true ownership of any Licensed Data or other Content;
f) Infringe Planwisely’s or any third party’s Intellectual Property Rights;
g) obtain or attempt to obtain unauthorised access, through whatever means, to the Platform;
h) use the Platform other than in accordance with the Agreement;
i) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or
j) provide or allow access to the Platform which exceeds the total number of Authorised Users as specified in the Quote in connection with use of the Licensed Data.
2.8 Excessive use – The Licensee is not permitted to use the Licensed Data excessively and disproportionately when compared with other users.
2.9 Monitoring and Breach – Planwisely may monitor the Licensee’s use of the Platform and Licensed Data for signs of improper use, including but not limited to breaches of any of clauses 2.1 to 2.8 inclusive. If Planwisely reasonably believes such a breach to have occurred it reserves its rights to terminate the Agreement in accordance with clause [6.2], restrict the Licensee’s access to the Licensed Data and take any other steps available to it at law.
3.1 Password – Any password issued by Planwisely to an Authorised User is personal and confidential to that Authorised User. If Planwisely suspects that any password or ID is being used by an unauthorised person, by a different Authorised User who is not the person to whom it was issued, or the number of Authorised Users has been exceeded, Planwisely may;
a) cancel that user’s access;
b) immediately cease the Licensee’s access to the Licensed Data;
c) require the Licensee to pay for any additional fees due based on the standard Planwisely Fees for the applicable Licensed Data; and/or
d) exercise any other right available to Planwisely under the terms of the Agreement or at law
3.2 Downtime - Planwisely will use reasonable endeavours to ensure that the Platform remain available but cannot guarantee that this will be the case at all times. Planwisely agrees that, whenever possible all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Platform. As soon as Planwisely becomes aware of any Fault it will use reasonable endeavours to remedy the Fault and otherwise take all reasonable steps to minimise any disruption to the Licensee’s use of the Licensed Data.
3.3 Unauthorised use – The Licensee shall take reasonable steps to prevent unauthorised access to the Platform and any Licensed Data, including without limitation protecting its passwords and other log-in information. The Licensee shall notify Planwisely immediately of any known or suspected unauthorised use of the Licensed Data or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Planwisely.
3.4 Audit – During the Term of the Agreement and for one (1) year after termination or expiry of the Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Licensed Data according to its usual keeping policies and procedures. The Licensee shall permit Planwisely (or its auditors) access to its records, and employees and/or contractors pertaining to the Licensee’s use of the Licensed Data. Planwisely will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted and in which case the audit period may be extended.
3.5 Audit findings – If an audit results in findings of non-compliance, Planwisely may at its discretion:
a) invoice any additional fees due based on the standard Planwisely Fees in place at the time of the original licence grant;
b) recover the reasonable cost of the audit if additional Fees exceed 5% of the Fees paid during the audit period; and
c) terminate the Agreement in accordance with clause 6.2. The Licensee must pay all invoices issued under this clause within fourteen (14) days following the date of the invoice.
4.1 Fees – The fees payable by the Licensee for the Licence and use of the Licensed Data (the “Fees”) are specified either in the Quote or, in the case of a Renewal Term as set out in the Renewal Notice (as defined in 4.8) and relevant tax invoice issued by Planwisely or as otherwise notified by Planwisely to the Licensee.
4.2 Payment – The Licensee shall pay the Fees ahead of the Commencement Date, and the beginning of any subsequent Renewal Term following receipt of the invoice issued by Planwisely or as otherwise agreed in writing by Planwisely.
4.3 No cancellation – Subject to clause 4.4, all Fees are non-cancellable and non-refundable except as expressly set out in the Agreement.
4.4 Refund of Fees – If the Licensee is not in breach of the Agreement, and Planwisely elects to terminate the Agreement under clause 6.4, Planwisely will refund the Licensee any pre-paid Platform and Licensed Data Fees relating to the portion of the Term remaining as at the date of termination.
4.5 GST - All Fees exclude GST and other taxes unless expressly stated otherwise.
4.6 Late payment – If a scheduled Fee payment is not made in full by the due date for any reason, the Licensee gives Planwisely permission to charge a Late Payment Fee and/or immediately limit or terminate access to the Licensed Data provided under this Licence.
4.7 Acceleration - In the event that the Licensee fails to pay Planwisely the Fees in full in accordance with the terms of the Agreement, all Fees (whether accrued or not) will become immediately due and payable.
4.8 Amendments – Planwisely may increase the Fees for a Renewal Term, unless otherwise agreed by the parties in writing. The Licensee will be notified in writing of the Fees applicable for the Renewal Term at least forty-five (45) days prior to the expiry of the Term “Renewal Notice”. As per clause 1.3, the Licensee must notify Planwisely of its intention not to renew the Agreement by providing written notice to Planwisely at least thirty (30) days prior to the expiry of the Term. Notwithstanding the above, where a discount has been applied to the relevant Licensed Data, such discount will not apply to any Renewal Term, unless otherwise agreed by the parties in writing.
Warranty – The Licensee warrants and it is a condition of the Agreement that:
a) any information the Licensee supplies to Planwisely in respect of the Agreement is complete and correct. The Licensee must keep Planwisely informed of any changes to the Licensee’s information provided to Planwisely;
b) the Licensee will immediately notify Planwisely of any usage of any Licensed Data outside the Permitted Purpose, and provide any other information reasonably requested by Planwisely;
c) without limiting clause 11, ensure that the Licensee has necessary consents for Planwisely to collect store and use Personal Information, including to transfer that Personal Information outside Australia when operationally necessary,
d) the Licensee will give Planwisely any Licensee Data requested by Planwisely in a form acceptable to Planwisely and will cooperate with Planwisely, act reasonably and follow Planwisely’s directions in connection with the Agreement and receipt of the Licensed Data;
e) the Licensee will comply with the recommendations of Planwisely from time to time in relation to the Licensee’s network and use of the Licensed Data, including back up routines and virus checking;
f) the Licensee has the power to enter into the Agreement and to perform the obligations under it;
g) the Licensee has all the necessary permissions, licences, regulatory approvals or other authorities needed to use the Licensee Data, Third Party Subscription Data, and the Licensed Data or otherwise in connection with this Agreement; and
h) the Licensee has and will comply with all relevant laws relating to the Licensee’s use of the;
i) Licence;
ii) Licensed Data;
iii) Platform.
6.1 Term - The Agreement commences on the Commencement Date and continues until expiry of the Subscription Period, unless terminated earlier in accordance with the terms of the Agreement or renewed under clause 1.3.
6.2 Breach – In the event of any breach of a term of the Agreement by the Licensee and, if such breach is capable of being rectified within five (5) Business Days’ of notice to the Licensee, Planwisely may, in its absolute discretion, elect to terminate the Agreement by notice to the Licensee.
6.3 Termination on notice – A party may terminate the Agreement immediately upon notice to the other party if the latter is subject to an Insolvency Event.
6.4 Termination by Planwisely - Notwithstanding anything else in the Agreement but subject to clause 4.4, Planwisely has the right, in its absolute discretion and upon giving ten (10) Business Days’ notice, to terminate the Agreement.
6.5 Consequences – If the Agreement is terminated under clauses 6.2, 6.3,6.4 or expires under clause 3.3:
a) the Licence immediately terminates, and the Licensed Data will no longer be available to the Licensee;
b) the Licensee must immediately destroy, delete or return to Planwisely all Licensed Data,
c) subject to clause 7.3 the Licensee is not permitted to use any Licensed Data for any purpose.
6.6 Costs – Planwisely reserves all rights following termination of the Agreement, including any rights available to Planwisely to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any costs incurred by Planwisely in enforcing its rights following termination of the Agreement.
6.7 Continuing obligations – After expiry or termination of the Agreement, clauses 1.5, 2, 3.4, 3.5, 4, 6.6, 7, 8, 9, and 13 will still be binding on the Licensee in relation to Licensed Data licensed or obtained during the Term.
7.1 Ownership - Unless otherwise indicated, the Platform, the Licensed Data, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Planwisely and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Planwisely reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Platform, any Licensed Data or Content will pass or be licensed to the Licensee.
7.2 Branding – The Planwisely branding, logos and all associated Intellectual Property Rights are owned by Planwisely. Nothing in the Agreement confers upon the Licensee any rights to use or modify any of Planwisely branding, except that Planwisely grants the Licensee a royalty free, limited, non-exclusive, non-transferable, non-sublicensable licence to reproduce and display Planwisely branding & logos only to the extent necessary to comply with the Licensee’s obligations under the Agreement.
7.3 Derivative Work – Subject to compliance with all other terms of the Agreement, the Licensee is granted a non-exclusive right to produce and use Derivative Work for the Permitted Purpose. Unless otherwise notified to the Licensee by Planwisely, the Licensee may continue using Derivative Work for the Permitted Purpose following termination or expiration of this Agreement. For the avoidance of doubt, Planwisely will continue to own all rights in and to any Licensed Data and Content embedded in Derivative Work, but all other rights in and to the Derivative Work will belong to the Licensee.
8.1 Providers to Planwisely – The Licensee acknowledges and accepts that Planwisely engages with third-party providers in order to provide the Licensed Data and Open Data under the Agreement. The provision of the Licensed Data and Open Data is contingent upon adequate delivery of products and services by those third party providers and are subject to those third party provider terms and conditions (as updated from time to time). By entering into the agreement, the Licensee agrees that where applicable they must comply with those terms and conditions which apply to the use of those third party providers’ products where incorporated into the Licensed Data. The Licensee further acknowledges that Planwisely does not grant the Licensee a licence to use any Third Party Subscription Data or Open Data.
8.2 Providers to Licensee – The Licensee further acknowledges that any Third Party Subscription Data accessed directly by the Licensee through the Platform is accessed at the sole risk of the Licensee and Planwisely shall not be liable for any direct or indirect loss or damage suffered as a result of such access.
9.1 Exclusion of warranties – The Platform and Licensed Data are provided “as is” and Planwisely, third party providers, content providers, agents, mandataries and affiliates exclude, to the fullest extent permitted by applicable law, any representation, warranty, condition and guarantee, express or implied, including, without limitation, any implied representations, warranties or guarantees of merchantability or fitness for purpose, any warranties as to the currency or regularity of the updates of the Licensed Data, any warranties as to any files the Licensee downloads from the Platform being free from virus or harmful code, and all conditions and warranties which would otherwise be implied into the Agreement whether by law, statute or otherwise.
9.2 No representations – While Planwisely uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, the Licensed Data and the Platform, Planwisely and its third party providers make no representations, warranties, conditions or guarantees as to the accuracy, correctness or reliability of any Licensed Data, Open Data or Content contained on the Platform . The Licensed Data, Open Data, Content, and the Platform may be subject to errors, omissions, inaccuracies and distortions and Planwisely will not be responsible for, or liable for any Claims made by or arising out of, any person or entity seeking to rely on any of the Licensed Data, or the Platform.
9.3 Limit of liability – Notwithstanding the above, Planwisely’s liability for a breach of a representation, warranty, condition or guarantee which is implied or imposed in relation to this Licence under legislation and cannot be excluded, will be limited to, at Planwisely’s option, replacing or repairing the Licensed Data or paying the cost of replacing or repairing the Licensed Data, provided that such Licensed Data is still available at reasonable cost.
9.4 No liability for Claims – To the extent permitted by law, in no event shall Planwisely, its content providers, agents, mandataries or affiliates be liable for any Claim of any kind arising from or connected with the use of the Platform or APIs, the Content, the Open Data or the Licensed Data, or the unavailability of the same, including but not limited to loss of use, loss of profits or loss of data, and direct, indirect, incidental, punitive and consequential damages and whether in contract, tort (including but not limited to negligence), extracontractual liability or otherwise. The Licensee is responsible for the entire cost of all servicing, repair or correction required due to the use of the Platform, the Content, the Open Data or the Licensed Data. This exclusion applies, without limitation, to any Claim caused by or resulting from reliance by a user on any information obtained from Planwisely.
9.5 Aggregate limit – Notwithstanding the provisions of clause 9.4, in no event will the aggregate liability of Planwisely, whether in contract, warranty, tort (including negligence, whether active, passive or inputed), extracontractual liability or otherwise, product liability, strict liability or other theory, arising out of or relating to the use of the Licensed Data, the Content, the Platform, or APIs exceed any compensation or Fees the Licensee has paid, if any, to Planwisely for access to or use of the Licensed Data over the three (3) month period prior to the alleged default, breach or event giving rise to the liability.
9.6 Third-party providers – The Licensee acknowledges that Planwisely relies on the services of third party providers in order to supply the Licensed Data and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, Planwisely will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.
9.7 Licensee Local Data – The Licensee acknowledges that Planwisely has no access to any Licensee Local Data and shall not be liable for any direct or indirect loss or damage suffered as a result of the Licensee’s use of Licensee Local Data in connection with the Platform.
9.8 Indemnity – The Licensee agrees to indemnify Planwisely and its directors, officers, employees, agents, mandataries and subcontractors, from and against any kind and all direct or indirect claims, damages, losses, liabilities, expenses and costs (including legal fees) arising from:
a) the Licensee’s actual or alleged breach of any provisions of the Agreement;
b) the Licensee’s use of the Licensed Data for any purpose; and
c) the Licensee’s use of, or any third party’s use of, or inability to use, any Derivative Work, including without limitation, any output from the Derivative Work.
10.1 Planwisely will collect, use and disclose any Personal Information or Licensee Data supplied by the Licensee as set out in Planwisely’s Privacy Policy as amended from time to time. The Licensee hereby consents to those collections, uses and disclosures.
10.2 To the extent that the Licensee extracts or leverages data supplied by Planwisely, they must process, use and disclose all Personal Information in compliance with Planwisely’s Privacy Policy and the Privacy Laws (regardless of whether or not the Licensee is otherwise obliged to comply with the Privacy Laws.
10.3 The Licensee must obtain any necessary consents from, and make any necessary disclosures to, all relevant individuals for the purpose of disclosing their Personal Information to Planwisely under the Agreement and must otherwise comply in all respects with its obligations under the Privacy Laws in respect of any Personal Information.
10.4 The Licensee must give all assistance required and comply with all directions given by Planwisely from time to time in relation to compliance by Planwisely with the Privacy Laws, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Personal Information disclosed to Planwisely under the Agreement.
10.5 The License will hold Planwisely harmless for any Claim suffered, brought or incurred directly or indirectly as a result of a breach by the Licensee of its obligations under this clause 10.
10.6 The Licensee must immediately notify Planwisely if it becomes aware of any breach of this clause 10, or if it becomes aware that a disclosure of Personal Information may be required by law.
10.7 To the maximum extent permitted by law, by entering into this Agreement, the Licensee expressly consents to receiving by email, direct marketing communications from Planwisely.
11.1 Force Majeure Event – If a party is unable to perform or is delayed in performing an obligation under the Agreement (except for an obligation to pay money, including Fees) because of an event beyond that party’s reasonable control (“Force Majeure Event”):
a) that obligation is suspended but only so far and for so long as that party is affected by the Force Majeure Event; and
b) the affected party will not be responsible for any loss or expense suffered or incurred by the other party as a result of, and to the extent that, the affected party is unable to perform or is delayed in performing its obligations under the Agreement because of the Force Majeure Event.
11.2 Notice of Force Majeure Event – If a Force Majeure Event occurs, the party affected by the Force Majeure event must:
a) promptly (when reasonably possible to do so) give the other party 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 possible after the Force Majeure Event no longer affects it.
12.1 Subject to any other written agreements between the parties in connection with the Agreement, any information provided in writing or orally or data provided by either party under the Agreement (“Discloser”) to the other party (“Recipient”) and marked or identified as proprietary or Confidential Information shall not be disclosed for a period of three (3) years from termination or expiry of the Agreement, unless mutually agreed in writing by the parties. The parties will disclose Confidential Information only to their employees who have a need to know for the purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Licensee’s duty hereunder. The Recipient will protect Confidential Information from unauthorised use, access, or disclosure in the same manner as it would protect their own confidential or proprietary information of similar nature with no less than reasonable care.
12.2 Subject to any other written agreements between the parties in connection with the Agreement and clause 12.3, Planwisely will consider Licensee Data to be Confidential Information.
12.3 The confidentiality provisions do not apply to the Recipient if:
a) the Discloser has first agreed in writing to the particular disclosure, use, or copying;
b) the Confidential Information was generally known by or available to the public through no wrongful act of the Recipient or otherwise than as a consequence of a breach of the Agreement;
c) the Confidential Information was received by the Recipient without breach of the Agreement from a third party without restriction as to its use and disclosure of the Confidential Information; or
d) disclosure of Confidential Information is legally compelled by a judicial or administrative body.
12.4 Immediately upon termination or expiry of the Agreement, the Recipient must (at its expense):
a) cease all use of the Confidential Information;
b) destroy or return (at the Discloser’s discretion) the Confidential Information to the Discloser, together with all copies, reproductions and summaries of the same;
c) destroy all of its notes, memoranda and records (in whatever form) containing, referring to or based on the Confidential Information;
d) ensure that any person who receives the Confidential Information by the Recipient’s authority returns the Confidential Information to the Discloser in any form in which it is held or destroys it and gives evidence of its destruction to the Discloser.
12.5 Each party acknowledges that:
a) the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of the other party, and that monetary damages would be an insufficient remedy; and
b) in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of this clause 12.
All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when personally delivered or sent by nationally recognised private courier (with signature required and all fees prepaid) to Veitch Lister Consulting Pty Ltd, Level 5, 200 Mary Street, Brisbane, Queensland, 4000, Australia; or sent by registered or certified mail (postage prepaid, return receipt requested) to GPO Box 1758, Brisbane QLD 4001); or sent by email with confirmation of transmission to vlc@veitchlister.com. Notices must be sent to the Licensee at the address set out in the Quote or at another address as a party may designate in writing.
14.1 Planwisely customer – unless otherwise agreed in writing, the Licensee grants Planwisely the right to use the Licensee’s name and logo to identify them as a Planwisely customer for marketing or promotional purposes in public or private communications with Planwisely’s existing or potential customers, subject to the Licensee’s standard brand usage guidelines as provided to Planwisely from time to time.
14.2 Additional Terms and Conditions – The Additional Terms and Conditions form part of and should be read in conjunction with, the Agreement. If there is any inconsistency between the Agreement and the Additional Terms and Conditions, the Additional Terms and Conditions will prevail to the extent of the inconsistency.
14.4 Construction – The parties agree that the terms of the Agreement result from negotiations between them. The Agreement shall not be construed in favour of or against either party by reason of authorship.
14.5 Interpretation of Terms – In this Agreement, unless the context otherwise requires, words in the singular shall include the plural and vice versa, and words in one gender shall include any other gender. The use of neutral terms shall not exclude any gender.
14.5 Waiver – Any waiver of any term of the Agreement will be effective only if in writing and signed by Planwisely. Any rights not expressly granted herein are reserved.
14.6 Severability – If one or more of the Terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected.
14.7 Joint and several liability – If the Licensee consists of more than one person or entity, then each such person or entity shall be jointly and severally liable with respects to its obligations to Planwisely under the Agreement.
14.8 Amendments – Other as expressly specified in the Agreement, the Agreement may only be varied with the written consent of Planwisely.
14.9 Assignment – Other than as expressly specified in the Agreement, the Licensee may not assign or purport to assign its rights or obligations under the Agreement without the prior written consent of Planwisely.
14.10 Entire agreement – The Agreement comprises the entire agreement and understanding between the parties on everything connected with the subject matter of the Agreement, and supersedes any prior agreement or understanding on anything connected with that subject matter. By commencing use of the Platform the Licensee will be bound by the terms of this Agreement.
14.11 Precedence of documents – in the event of any inconsistencies between the terms of the Agreement and the Quote, the following order of precedence applies, from highest to lowest:
a) the Quote;
b) this License.
14.12 Governing Law – The Agreement is governed by and construed in accordance with the laws of Queensland, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.
In the Agreement:
Additional Terms and Conditions means the additional terms and conditions (if any) set out in the Quote.
API means application programming interface.
Authorised User means the number of persons specified in the Quote, who have been granted access to the Licensed Data by the Licensee pursuant to the terms and conditions of the Agreement, and who have been assigned a unique Planwisely user login credential that enables access to the Licensed Data through the Platform.
Business Days means any day other than a Saturday, a Sunday, or a recognised public holiday in Queensland.
Claim means any claim, cost (including legal costs), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgement of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.
Commencement Date means the date Planwisely accepts the Licensee’s signed Quote, unless otherwise as specified on the Quote.
Commercial Purpose means to distribute, transfer, sell, sublicence or pass possession of any Licensed Data (in whole or in part) for the purpose of Financial Benefit by the Licensee.
Confidential Information means the terms of the Agreement, the pricing, and any other information relating to the business, finances, strategy, methods, processes, products, data, metadata, services or other affairs of a party or its representatives or related bodies corporate which is disclosed to, learnt by or accessed by the other party in connection with the Agreement, whether before or after the Licensee entered into the Agreement, whether orally, electronically, in writing or otherwise.
Content means any content made available by or on behalf of Planwisely to the Licensee in connection with the Licence, whether or not through the Platform, and includes the Licensed Data.
Corporations Act means the Corporations Act 2001 (Cth).
Derivative Work means any work, dataset, product, or service that is based upon, derived from, or developed using the Licensed Data, including but not limited to: modifications, translations, adaptations, enhancements, aggregations, analyses, or transformations of the Licensed Data, whether in whole or in part.
Discloser has the meaning given in cause 12.1.
Fault means any fault, failure, or error which prevents the Licensee from accessing the Licensed Data and Platform, other than where access is prevented due to a planned outage, because of an unforeseeable event beyond Planwisely’s reasonable control or any conduct or activity undertaken by the Licensee, the Licensee’s employees or agents
Financial Benefit has the meaning given in the Corporations Act.
Force Majeure Event has the meaning given in clause 11.1.
GST means applicable goods and services tax under A New Tax System (Goods and Services Tax 1999 (Cth) and associated regulations as amended.
Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, registered or unregistered trademarks, patents, rights to protect confidential information and any other similar rights.
Insolvency Event means when (a) a party suspends payment of its debts generally, or is or becomes unable to pay its debts when they are due, or is or becomes unable to pay its debts within the meaning of the Corporations Act, (b) any form of voluntary or involuntary insolvency, administration or liquidation of a party, (c) except in the case of Planwisely where reconstruction or amalgamation has taken place while solvent, a party enters into, or resolves to enter into, an arrangement or composition, for the benefit of, all or any of its creditors, or it, or anyone on its behalf, proposes a reorganisation, moratorium, deed of company arrangement or other administration involving any of them or the winding up or dissolution of that party, (d) a party ceases, or threatens to cease, to carry on business, or (e) anything having a substantially similar effect to any of the events specified to the relevant party under the law of any jurisdiction.
Late Payment Fee means a fee, as notified by Planwisely to the Licensee, corresponding to the costs in relation to incurred by Planwisely (including but not limited to administration and related costs) in recovering any payment not made by the Licensee on the due or scheduled date for payment. Late fees incur interest at the rate of 1.5% per month (being 18% per year).
Licence means the licence granted in clause 1.1.
Licensee means the entity specified in the Quote.
Licensed Data means any Planwisely products specified in the Quote (and further described on the Platform).
Licensee Data means any material (including Third Party Subscription Data) provided by or to which access is given by the Licensee to Planwisely for the purposes of the Agreement including data stored by any means.
Licensee Local Data means local spatial data cached on the browser of an Authorised User that the Authorised User has displayed on the Platform but which is not uploaded to the Platform.
Open Data means material which is made publicly available on an open basis by third party providers.
Operational Hours means 9am to 5pm AEST on Business Days.
Permitted Purpose means the use of the Platform and any Licensed Data for internal purposes, unless otherwise agreed in writing, in the Licensee’s ordinary business, and at all times excludes any Commercial Purpose and any Unlawful Purpose.
Personal Information has the meaning given in the Privacy Act.
Planwisely means Veitch Lister Consulting Pty Ltd, Level 5, 200 Mary Street, Brisbane, Queensland, 4000, Australia.
Platform means all webpages and sub-sites and their Content available within the Planwisely.io domain http://www.planwisely.io/, operated by Planwisely.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Laws means:
a) the Privacy Act;
b) the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act; and
c) all other applicable laws, regulations, registered privacy codes, privacy policies and contractual terms in respect of the processing of Personal Information.
Product-Specific Terms means additional terms and conditions that apply
Quote means an ordering document [or an online order] specifying the Licensed Data to be provided to the Licensee under the Agreement including any supplements and addendums.
Recipient has the meaning given in clause 12.1.
Related Parties has the meaning given in the Corporations Act.
Renewal Term has the meaning given in clause 1.3.
Schedule means a schedule to the Agreement, where such schedule has been incorporated by reference to form part of the Agreement.
Subscription Period the time period specified in the Quote
Subsidiaries has the meaning given in the Corporations Act.
Third Party Subscription Data means any material that is owned by a third party, including data stored by any means, which is licensed to the Licensee on a subscription basis and accessed by the Licensee through an API or the Platform.
Unlawful Purpose means any unlawful purpose, including but not limited to stalking, harassing or intimidating any person or engaging in misleading or deceptive conduct.
URL means a Uniform Resource Locator.
