Website, User & Member Terms & Conditions


This Website is owned and operated by The Institute of Digital Design Australia Pty Ltd (ACN 143 137 115) (“IDDA, us, our or we”), trading as ArchiStar.


1. DEFINITIONS

In these Terms

  1. “you” means any person visiting or using the Website;
  2. “Agreement” means the agreement between you and ArchiStar for the provision of services to our members as governed by any registration form, welcome pack or other documentation provided to you by ArchiStar in conjunction with these Terms & Conditions;
  3. “ArchiStar Platform” means the technology that has been designed to provide analysis, reporting and comparison reports on building designs uploaded to the technology and such other features as are available from time to time;
  4. “ArchiStar Plugin” means the technology that provides a plugin to your existing software to make available various ArchiStar Platform features;
  5. “Terms” means any and all of the terms and conditions of use of the Website included in this Agreement or on the website, including without limitation any privacy policy, or in any other agreement which forms part of the Terms;
  6. “Website” means the website www.archistar.ai and its related pages, including any mobile site or mobile or other application that we may offer.


2. USE OF WEBSITE

  • Your access to, browsing, contributions to and use of this Website are subject to the following Terms as well as all applicable laws, rules and regulations. By accessing or using this Website you accept and agree to the Terms, which are legally binding
  • If you do not agree to any of these Terms, you must not visit, use or continue to use the Website. We will, from time to time, revise and update the Terms and we will publish all such updates on our Website. All updated Terms become effective immediately upon being published on the Website.


3. CONTENT

  • All content and all intellectual property which includes text, images, trade marks (registered or unregistered), graphics, photographs, designs, icons, logos and service marks (“Content”) and the selection, arrangement and "look and feel" of all content contained on the Website, the ArchiStar Platform and the ArchiStar Plugin, is the property of ArchiStar or third parties who have granted ArchiStar permission to use it on the Website or the ArchiStar Platform. All Content contained on the Website and ArchiStar Platform whether past, present or future and is protected by national and international copyright, design and trade mark and other laws. Your right to use the Content is limited only to those rights expressly set out in the Terms.


4. USE AND REGISTRATION

  • Certain services including the ArchiStar Platform and ArchiStar Plugin will only be available after you have registered your details with us on the Website. To register your details and open an account with us, you will be required to submit your data and the personal information relating to either you personally or to your business. You warrant and agree that all information provided to us is accurate, true and up-to-date in all respects and at all times. You also agree to update your account with any changes to your personal information previously submitted as soon as practicable after such personal information changes.
  • Your personal information will be held and used by ArchiStar pursuant to our privacy policy which is available on the Website.
  • ArchiStar reserves the right in its sole discretion to refuse to register any account.
  • If you breach any of these Terms, we will be entitled to lock or delete any and all accounts and all access to the ArchiStar Platform, and not accept any further or future account requests, by the account holder and their associates.
  • You must not use another person’s account without their express prior permission nor permit anyone to use your subscription or account.

  • UNAUTHORISED USE

  • You are solely responsible for all activity that occurs using your account, and solely responsible to keep your access to it and your passwords secure. ArchiStar does not accept any responsibility for activity, communications or payments made using your account by unauthorised access of your account.
  • If you suspect or become aware of any unauthorised use of your account or that your passwords are no longer secure, you must immediately notify ArchiStar and immediately take all reasonable steps to protect your account.
  • When you notify ArchiStar of your account being accessed without your authority or your account or passwords not being secure, we will immediately lock and cancel your account to prevent any further misuse. We will allow you to register a new account only after we are satisfied, in our sole discretion, that you have taken all reasonable steps to ensure that your account and passwords will be kept secure in the future
  • You agree to release and indemnify ArchiStar from any loss or claim arising, whether directly or indirectly, from any unauthorised use of your account.

  • COMMUNICATIONS

  • You acknowledge that when you register and use the Website, you will receive correspondence from ArchiStar, including newsletters, relating to the Website, the ArchiStar Platform, the ArchiStar Plugin and the business of ArchiStar.

  • LIMITED LICENSE TO USE

  • ArchiStar grants you a revocable limited non-exclusive licence to access, browse, use or contribute to the Website, ArchiStar Platform, ArchiStar Plugin or the Content on your computer or similar device and download and use downloadable Content only for the purpose intended by these Terms or for the sole purpose of making purchases from or interacting with ArchiStar.
  • Except as expressly permitted in these Terms or on the Website, or with ArchiStar’s prior written permission, you are expressly prohibited from modifying, copying, downloading, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or otherwise using Content available via this Website, the ArchiStar Platform or the ArchiStar Plugin for commercial or public purposes, including but not limited to use as meta tags or linking the Website, ArchiStar Platform, ArchiStar Plugin or Content on other pages or sites on the world wide web.

  • NON-INTERFERENCE

  • You must not damage, interfere with or disrupt access to the Website, ArchiStar Platform, ArchiStar Plugin or the Content or engage in any other conduct that will or may restrict or limit any other person from using or accessing the Website, ArchiStar Platform, ArchiStar Plugin or the Content. You agree not to, or attempt to, circumvent, disable or otherwise interfere with security-related features of the Website or the ArchiStar Platform or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Website, ArchiStar Platform, ArchiStar Plugin or the Content within either of them.
  • ArchiStar will hold you liable for any loss, damage or claims arising, directly or indirectly, from your interference with the Website, ArchiStar Platform, ArchiStar Plugin, Content, security or access to the Website, ArchiStar Platform, ArchiStar Plugin or Content or in any other way prevent the usual operation of the Website, the ArchiStar Platform, ArchiStar Plugin and its availability to the public.


5. SUBSCRIBING

  • ArchiStar may offer access to the Website, the ArchiStar Platform, ArchiStar Plugin and the services by any one or more subscriptions for purchase.
  • Our subscriptions or services may be available for purchase via our Website or directly from ArchiStar. All services or programs are purchased subject to any order requirements or instructions referred to on the Website or otherwise notified to you.
  • When placing an order you will be required to select the option or subscription you wish to purchase and provide the requisite details for the order. For each order you must provide accurate and up-to-date details of the purchaser, payment details and any other information required to effectively process your order.
  • By placing an order, you warrant you are not a legal minor and you are over the age of 18 years and you have full and due capacity and authority to make the order and payment.
  • Once you have submitted an order, you must make payment for the order in accordance with the payment methods specified or referred to on the Website or otherwise notified to you. An order will only be deemed to be placed when you have submitted the order and the full payment required on placing the order has been received.
  • ArchiStar reserves the right to accept or reject your order for any reason and, in the event that we cancel your order, we will provide a full refund of any payments received from you in relation to that particular order.


6. PRICE AND PAYMENTS

  • The price of a subscription or service is the price specified or referred to on the Website or otherwise notified to you. We may at our sole discretion from time to time update the price of any subscription or service. The price as at the date your order is confirmed will remain the price for the Term of the subscription.
  • All prices are processed in Australian dollars unless otherwise notified on the Website.
  • Payment in accordance with the payment requirements for your order must be received by us prior to the provision of the subscription or services that you have ordered. Your order will only be confirmed, and the indicated price honoured, once the payment requirements to place your order have been complied with.
  • ArchiStar accepts no liability for unauthorised use of any of your payment, credit card or bank account details, including due to fraud, forgery or other similar acts. You agree to release and indemnify ArchiStar against any loss, damage or claim arising, directly or indirectly, from any unauthorised use of your payment details.


7. YOUR CONTRACT WITH US

  • If any subscription or service has a timeframe imposed for the delivery or receipt of or access to any benefits and features, it is your responsibility to provide and maintain the details or other information required for the benefits to be delivered, received or enjoyed by you within the specified timeframe. If you fail to provide the required details or information for the benefits and features to be delivered, received or enjoyed by you within the specified timeframe, your access to the benefits and features will expire and any unused benefits or features of the subscription or service will be forfeited and cannot be redeemed for cash, credit or any other value.
  • If a subscription or service has a contract period then the contract or subscription term will automatically renew and you will continue to be bound by all obligations of the continuing contract unless we received your notice of termination of the contract not less than 3 months prior to the end of the contract term. All terms and conditions of the original contract will apply for the term of any renewed contract unless amended with the consent of both parties. The renewed contract or subscription term will be the same as the original contract or subscription term unless otherwise notified to you.
  • ArchiStar may, for any reason, terminate the contract at the expiration of the term by providing to you not less than 14 days’ notice prior to the end of the contract or subscription term or otherwise in accordance with these terms.
  • You acknowledge that you are solely responsible for com plying with all terms, conditions or instructions of any subscription or service as described or referred to on the Website, the ArchiStar Platform, ArchiStar Plugin or otherwise notified to you (“Instructions”). ArchiStar is under no obligation to provide a subscription or service to you if you do not comply with the Instructions.
  • You release and indemnify ArchiStar against any loss, damage or claims that may arise as a result, directly or indirectly, of the conduct of yourself or any third party in the provision or receipt of any subscription or service or your compliance with the Instructions.
  • You acknowledge that you are solely responsible for reading all Instructions for the receipt or provision of services individually or under any subscription as specified on the Website and you are solely responsible for complying with such Instructions. If you believe the Instructions to be unclear you must contact ArchiStar directly prior to the completing your order for such subscription or services for clarification of your obligations.


8. DELIVERY OF OUR SERVICES

  • You are solely responsible to ensure the accuracy of the email details recorded in your account and that you have access to such email account. If you fail to receive any correspondence or communication from us because you have recorded incorrect email details or cease having access to the email account, ArchiStar will not be liable for any loss that may arise.
  • Once the required payment has been received in full, ArchiStar will, as soon as practicable, make available to you the login and other access details for access to the services.
  • No extension of any contract or subscription term will be provided if you fail to have access to the Website, ArchiStar Platform, ArchiStar Plugin or services for any period as a result of you failing to provide or maintain accurate details.


9. PERSONAL INFORMATION

  • ArchiStar may collect your personal information (of you or your business as necessary) for the purpose of delivering the subscriptions or services and will hold and use your personal information in accordance with its privacy policy. We may, in our discretion, retain your personal or business information for a period of 12 months from its provision or longer with your express or implied consent. The renewal of your contract with us with constitute your implied consent.
  • If any information is capable of being stored on the Website or the ArchiStar Platform, we may remove any of your stored data at any time if it exceeds a reasonable limit as determined in our sole discretion. It is your sole responsibility to ensure that you maintain a backup of all information stored on the Website or ArchiStar Platform to ensure it is not lost if removed by us at our discretion. We are under no obligation to notify you before removing any stored data.
  • You agree that ArchiStar may disclose your personal information to third parties for the purpose of those parties or ArchiStar delivering services to you and may make referrals to third parties where appropriate and where such referral has been previously discussed with and agreed by you.


10. THIRD PARTY SITES

  • ArchiStar selects third party partners and associates with care and with our customers’ needs in mind. We aim to provide information and services from reputable third parties with quality products or services who will be able to fully deliver that information or those services to you.
  • The Website and ArchiStar Platform may contain links to third party websites or content (Third Party Content). ArchiStar does not monitor, review or update, and does not have any control over, Third Party Content. Unless expressly stated otherwise, ArchiStar does not endorse or adopt Third Party Content and makes no representation, warranty or guarantee as to accuracy, completeness, timeliness or reliability of Third Party Content or the safety of any third party website.
  • If you use the links contained on our Website, the ArchiStar Platform or the ArchiStar Plugin to access Third Party Content or otherwise rely on such Third Party Content you do so entirely at your own risk and liability. In addition, without limiting any other part of the Terms, reference to any products, services, processes or other information by name, trade mark, manufacturer, supplier or otherwise on or via the Website, ArchiStar Platform or ArchiStar Plugin does not constitute or imply any endorsement, sponsorship or recommendation by ArchiStar.


11. REFERRAL SERVICES

  • ArchiStar also provides Referral Services on this Website which enable third party product providers to contact you using the personal details you have submitted.
  • These Referral Services are free for you to use. We receive payment from third party product providers when you purchase products.
  • In order to provide the high quality Referral Services, ArchiStar may provide interactive content to better understand your needs. This is by no means a substitute of financial, investment or other advice. Nothing on this Website constitutes financial, investment or other advice by us in relation to any product.
  • By submitting your personal details through this Website, you agree to allow ArchiStar to supply your personal details to third party product providers for the purpose of providing you with third party product information, and you consent to third party product providers contacting you using the personal details you have submitted.
  • These products are not provided by us but are provided by third parties over whom we do not have control. It is your responsibility to satisfy yourself that you wish to obtain any product before doing so. Before making a decision to purchase a product, you should consult the relevant product documents. We are not responsible or liable for any loss or damage you or any third party may suffer or incur in connection with any product you obtain after using this Website or for any acts, omissions, errors or defaults of any third party in connection with that product.


12. NO WARRANTIES

  • The Website, ArchiStar Platform, ArchiStar Plugin and Content are provided "as is" without warranty of any kind, express or implied. Except to the extent required by the law, ArchiStar does not make any representations or warranties as to the Website nor any technology offered by it, including but not limited to, warranties of merchantability and fitness for a particular purpose, title, non-infringement, security, informational content, system integration or accuracy and the express warranty of quiet enjoyment or as to the accuracy or suitability of information, descriptions, guidelines and images on the Website, ArchiStar Platform and ArchiStar Plugin including colour, design and texture samples, descriptions of any materials or products, services, offers, merchants or any other information shown on the Website, ArchiStar Platform and ArchiStar Plugin.
  • We do not warrant the accuracy or reliability of any ArchiStar Platform report issued to you and you acknowledge that all information contained in an ArchiStar Platform report is general and for information purposes only and must not be relied on. ArchiStar is not liable for any loss, cost, expense or inconvenience suffered or experienced by you as a result of you relying on the information provided in any ArchiStar Platform report or from the ArchiStar Platform.
  • We do not warrant the accuracy or reliability of any floorplan generated by the ArchiStar Plugin using the marketing floorplan creation tool and all information and data generated by the ArchiStar Plugin is general and must not be relied on. ArchiStar is not liable for any loss, cost, expense or inconvenience suffered or experienced by you as a result of you relying on any information, data, report or floorplan provided in or generated by the ArchiStar Plugin.
  • ArchiStar does not represent or warrant that the Website, the ArchiStar Platform, ArchiStar Plugin or its server(s), applications or functionalities are free of viruses or other harmful components, and you bear the entire risk of losses or damages that you may incur or suffer as a result of any use of or visit to this Website, the ArchiStar Platform or the ArchiStar Plugin. ArchiStar does not guarantee continuous, uninterrupted, error-free or secure access to the Website, ArchiStar Platform, ArchiStar Plugin or its services, since the operation of the Website and the technologies offered by ArchiStar may be interfered with by numerous factors outside of ArchiStar’s control.


13. LIMITATION OF LIABILITY

  • Except to the extent required by the law or as is expressly set out in the Terms, ArchiStar specifically disclaims all or any liability arising from your access to or use of the Website, ArchiStar Platform, ArchiStar Plugin and Content, making any order or purchasing any subscriptions or services, and in no event will ArchiStar, its subsidiaries, affiliates, officers, directors, shareholders, employees or agents be liable for any loss or damage of any kind, including indirect, incidental, consequential, punitive, or special damages or any loss of use, loss of profits or loss of data, whether in an action in contract, tort, strict liability or otherwise (including but not limited to negligence), arising out of or in any way connected with those matters (even if ArchiStar has been advised of the possibility of such damages).
  • In any event, ArchiStar’s total liability to you for damages, losses, and causes of action (whether in contract or tort (including, but not limited to, negligence) or otherwise) will not exceed the amount paid by you, if any, for accessing the Website or purchasing any subscriptions or services.
  • ArchiStar’s liability for breach of any condition or warranty implied by legislation is, at ArchiStar’s option, limited to supplying services again or payment of the cost of having services supplied again.
  • Without limiting the above, you acknowledge that ArchiStar accepts no responsibility or any liability for orders made by you, and you acknowledge that Instructions are to be strictly observed and followed at your own risk. ArchiStar does not accept any responsibility or liability for any information or errors provided by you in any order, or in booking or receiving any services or subscriptions, or in accessing or using the ArchiStar Platform or ArchiStar Plugin, including your failure to do all things necessary to ensure the order, booking and receipt of services, are suitable and safe for your circumstances.
  • You release and forever discharge ArchiStar, its officers, employees and agents from all and any loss, damage or liability (including indirect, special or consequential) excluded under these Terms, including from any third party claim, except to the extent that any legislation applies and cannot be lawfully excluded.


14. TERMINATION

  • ArchiStar reserves the right, without notice and in its sole discretion, to restrict or terminate your ability to use the Website, ArchiStar Platform or ArchiStar Plugin, and to limit, block or prevent access to and use of this Website, the ArchiStar Platform and/or the ArchiStar Plugin, including access to and use of your account or orders, without any liability to you. Failure by you to abide by the Terms revokes your authorisation to use the Website, the ArchiStar Platform, the ArchiStar Plugin and all services, including any licence granted.
  • ArchiStar reserves its right to refuse service, terminate an order or change or remove the Website, the ArchiStar Platform, the ArchiStar Plugin or Content at its sole discretion and will not be liable for any damages, loss or expenses of any kind, including indirect or consequential loss or damage, suffered or incurred by you in any way (including due to negligence) as a result of refusal, termination, change or removal, or in connection with your reliance on any order in any way, other than a refund that is expressly permitted under the Terms.


15. INTELECTUAL PROPERTY

  • You acknowledge that ArchiStar is the owner or licensee of all intellectual property rights in the Website, the ArchiStar Platform, the ArchiStar Plugin and all works and designs therein and nothing in these Terms grants or gives you any intellectual property rights in the Website, the ArchiStar Platform, the ArchiStar Plugin or any works or designs, which to avoid doubt are absolutely assigned to ArchiStar.
  • You acknowledge and agree that all information and materials provided to you in the delivery of the services or programs are the sole property of ArchiStar with the exception of ArchiStar Platform or ArchiStar Plugin reports and floorplans that are created by either technology based on any floorplan or design uploaded or created by you.
  • Upon contributing or providing comment or feedback of any kind to the Website, including via third party sites such as Facebook or Twitter, you immediately grant ArchiStar a licence to use it for the purpose for which it was given and for our reasonable promotional or marketing purposes relating to the Website and you acknowledge that this clause is sufficient to give effect to the licence. You acknowledge that any contribution you make to the Website or via other sites, does not in any way give you a right, title or interest in the Content or the Website.
  • You warrant to ArchiStar you have all necessary rights, including copyright, in every contribution that you make to the Website, the ArchiStar Platform or the ArchiStar Plugin including in every floorplan, design or other material that is uploaded by you or on your behalf to the Website, the ArchiStar Platform or ArchiStar Plugin and that you have not granted any rights inconsistent with any rights granted under these Terms.
  • You warrant that any content or materials contributed or uploaded by you is not unlawful, defamatory, false or misleading, in violation of laws including privacy, harassment or discrimination, infringing rights, abusive, offensive, obscene or inappropriate, including by being vexatious, provocative, an endorsement or a solicitation and there is currently no claim or dispute with any party about any ownership or use of it.
  • You warrant that your access and use of the Website, ArchiStar Platform and ArchiStar Plugin will be made using software, hardware and technologies that are properly and legally licensed to you or that you have the express right to use.
  • All material published on the Website may, at ArchiStar’s sole discretion, be edited, removed or republished for any reason whatsoever.


16. UPDATES AND REVISIONS

  • We may revise and update these Terms from time to time and will publish the updated Terms on our Website. You acknowledge and agree that you are bound by these Terms as published from time to time including updated and revised Terms. ArchiStar recommends that you periodically visit this page to review and familiarise yourself with all Terms and review the Website generally to familiarize yourself with updates or revisions. We are not obliged to notify you prior to any changes to the Website or Terms, it is your responsibility to check the Website and Terms from time to time.


17. OTHER POLICIES

  • ArchiStar policies as published on the Website form part of these Terms and governs the use of the Website, including our Privacy Policy which governs our practices for the collection, use and disclosure of your personal information. By agreeing to the Terms you are also agreeing to the Privacy Policy.


18. GENERAL

  • Unless otherwise expressly stated, these Terms prevail over any representation made on the Website or by ArchiStar’s staff and personnel.
  • If either party fails to do anything it is entitled to under these Terms that does not amount to a waiver of that right. Any waiver or variation must be in writing.
  • If any clause or part of a clause is illegal or unenforceable, it is to be treated as removed, but the rest of this document is not affected. Any references to a party include their agents, officers, employees or assigns. These Terms are interpreted under and governed by laws and jurisdiction of the courts of New South Wales.
  • These Terms are an original work protected by copyright and cannot be copied or reproduced without permission in accordance with any applicable copyright laws.




Software Service Agreement


Parties
The Institute of Digital Design Australia Pty Ltd trading as ArchiStar
ACN 143 137 115 of Suite 601, 1 Castlereagh Street, Sydney, NSW 2000, Australia (IDDA)
AND
(Subscriber)
Recitals
means in the case of Subscriber, Subscriber Data and in the case of IDDA includes:
  1. Subscriber requires access to software application created by IDDA
  2. IDDA has the right to license its application
  3. The parties have agreed for IDDA to make its application available to Subscriber as a service and for IDDA to provide other related services, on the terms of this Agreement
The parties agree, in consideration of, among other things, the mutual promises contained in this agreement as follows:

1. Definitions and interpretation clauses
1. DEFINITIONS

In these agreement

Additional Charge
means a charge in accordance with the IDDA's standard rates in effect from time to time
Affiliate
in relation to a person, means any other person that directly or indirectly Controls, is Controlled by or is under common Control with that person.
Agreement
means this document including the Schedules to it.
Application
means the computer software application known as ArchiStar and more specifically as described in the Product Schedule.
Background IP
means, in relation to a party, all Intellectual Property Rights that are acquired, created or owned by the party or licensed to the party for use by a third party prior to the commencement of this Agreement or developed by the party outside the scope of its obligations under this Agreement.
Charges
means the Charges for the Services as specified in the Product Schedule.
Commencement Date
means the date so specified in the Product Schedule.
Confidential Information
means in the case of Subscriber, Subscriber Data and in the case of IDDA includes:
  1. information relating to the Application;
  2. information relating to the personnel, policies, business, systems and data of IDDA; and
  3. information relating to the terms on which the Services are to be provided to Subscriber pursuant to this Agreement.
Control
including its correlative meanings, Controlled by and under common Control with) means the possession, direct or indirect, of the power either:
  1. to vote more than 20% of the securities, share, stock, equity interest or comparable ownership interest having voting power or similar rights for the election of directors (or comparable positions in the case of persons that do not have directors); or
  2. to direct or cause the direction of the management and policies of such person whether by contract or otherwise.
Force Majeure
means a circumstance beyond the reasonable control of IDDA which results in IDDA being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to:
  1. any faults, defects, incorrect operation of or other circumstance affecting or relating to Subscriber Access Facilities; and
  2. acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution and strikes.
GST
means
  1. the same as in the GST Law;
  2. any other goods and services tax, or any tax applying to this transaction in a similar way; and
  3. (c) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
GST Law
means the same as 'GST Law' in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Initial Term
means the period so specified in the Product Schedule.
Intellectual Property Rights
includes all rights throughout the world in relation to patents, copyright (including Moral Rights), designs, registered and unregistered trade marks, trade secrets, know-how, Confidential Information and all other intellectual property and any right to register those rights, whether created before or after the date of this Agreement, and in all cases for the duration of those rights and any renewal.
Management Services
means any services more particularly described in the Product Schedule in addition to providing access to the Application, which may include implementation, support, training and development services.
Material
means any material created before or during the term of this Agreement in connection with performance of this Agreement, and includes, without limitation, the Application and the Modules.
Maximum Number
means the maximum number of Permitted Users of the Services as determined by IDDA from time to time.
Modules
means the specific modules included in Subscription as set out at the Product Schedule
Moral Rights
means:
  1. the right of attribution of authorship;
  2. the right not to have authorship falsely attributed;
  3. the right of integrity of authorship; and
any other rights of an analogous nature which now exist or which may exist in the future, including, without limitation, moral rights under Part IX of the Copyright Act 1968 (Cth) and any other so- called 'droit moral'.
Permitted User
means a member of the Subscriber's personnel who is a natural person authorised by the Subscriber to access and use the Application regardless of whether the individual is actively using the Subscriber's account at a given point in time.
Personal Information
means information about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not
Service Level
means the level of performance to be achieved by the Application and the level of service to be provided by IDDA
Services
means the services which IDDA agrees to provide under this Agreement, namely access to the Application; any Management Services and any other services specified in this Agreement.
Subscriber Access Facilities
means telecommunications, networks, systems and any other facilities used or required by or on behalf of Subscriber for accessing and making use of any Services other than the facilities actually provided by IDDA from time to time under this Agreement.
Subscriber Data
means any data, information, photographs, metadata and other materials to which IDDA is provided access by Subscriber for the purpose of the Services, included any content entered or posted into the Application.
Subscription
means the Subscriber's subscription for access to and use of the Application.
Territory
means the territory described in the Product Schedule

1.2 INTERPRETATION

In this Agreement, unless the contrary intention appears:

  1. the clause headings are for ease of reference only and shall not be relevant to interpretation;
  2. a reference to a clause number is a reference to its subclauses;
  3. words in the singular number include the plural and vice versa;
  4. words importing a gender include any other gender;
  5. a reference to a person includes bodies corporate and unincorporated associations and partnerships;
  6. a reference to a clause is a reference to a clause or subclause of this Agreement;
  7. a reference to a subclause is a reference to a subclause of the clause in which that reference is made;
  8. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
  9. a reference to a Schedule includes a reference to any part of that Schedule which is incorporated by reference;
  10. the recitals to this Agreement do not form part of the Agreement;
  11. monetary references are references to Australian currency and references to any other currency are for illustrative purposes only and shall not be binding.

2. DURATION OF AGREEMENT

2.1 The Initial Term shall commence on the Commencement Date and continue for the period specified in the Product Schedule.

2.2 Subject to subclause 2, this Agreement will automatically renew for further periods of 1 year unless either party provides at least 90 days' notice in writing prior to the expiry of the Initial Term or any subsequent term if it wishes to terminate the Agreement pursuant to this subclause.

2.3 Following the Initial Term, either party may terminate this Agreement by providing at least 90 days’ notice in writing. If Subscriber delivers a written notice to terminate under this clause, Subscriber must also deliver payment for the entire 90 days’ notice period.

2.4 Renewal of this Agreement pursuant to subclause 2.2 is subject to the consent of IDDA. Subscriber agrees that IDDA may require an adjustment of the Charges as a condition of providing its consent to renewal.


3. Provision of access and management services

3.1 In consideration of the Subscriber’s payment of the Charges, IDDA grants the Subscriber a limited, non-exclusive, non-transferable Subscription for the Term within the Territory on the terms set out in this Agreement.

3.2 The Subscription at clause 3.1 is limited to the Modules indicated in the Product Schedule.

3.3 Subject to this Agreement and to the extent specified in the Product Schedule, IDDA will also provide Subscriber with any Management Services specified in the Product Schedule

3.4 Subscriber agrees that it may only acquire and make use of the Services for the sole purpose of meeting the internal business needs of its business.

3.5 IDDA will set up a separate account for the Subscriber within the Application and provide the Subscriber will any usernames, passwords or other information required for the Subscriber to enable Permitted Users to properly use and access the Application.

3.6 Other than for IDDA’s obligation to give Subscriber access to the Application as part of the Services, if any consents (which may include, without limitation, consents for IDDA to access use, store and disclose Subscriber Data) are required for IDDA to provide the Services, Subscriber must procure those consents for IDDA. IDDA’s obligations to provide the Services are conditional on those consents having been procured. Subscriber shall comply with IDDA’s reasonable written requests for confirmation of this.

3.7 IDDA may configure its system and determine the nature and manner of its internal technical support in its discretion. Subscriber agrees to comply with such access and use procedures (including as to communications and security) as IDDA notifies Subscriber from time to time.

3.8 Other than an expressly permitted by this Agreement shall not do or permit anything to be done in respect of the Application or the Services. Without limiting the preceding sentence, Subscriber shall not:

  1. remove or modify any Application markings or any notice of IDDA’s rights;
  2. make software resulting from the Services available to any third party for use in the third party’s business; and
  3. distribute or transmit any part of the Services by any means

3.9 Subscriber shall use reasonable efforts to prevent unauthorised third parties from accessing the Services.

3.10 Subscriber agrees that the access rights of any Permitted User to use the Services (for example on a named or password-enabled basis) cannot be shared or used by more than one individual, unless the right is reassigned in its entirety to another individual Permitted User in which case the first user shall no longer have any right to access all or any part of the Services.

3.11 Subscriber agrees that IDDA operates a "fair use policy" in relation to the disk storage space and data usage to be made available to it for the purposes of this Agreement. If, in IDDA's sole opinion, Subscriber's usage of disk storage space or data usage is deemed to be unreasonable or excessive, Subscriber agrees to comply with any notice from IDDA (giving at least 7 days in advance) for any changes to IDDA’s practices, policies and limits relating to disk storage space and data usage.

3.12 Subscriber agrees not to make or permit any use of the Services in a way which is unacceptable. Use is unacceptable if:

  1. it involves anything which is false, defamatory, harassing or obscene;
  2. it involves unsolicited electronic messages;
  3. it would involve the contravention of any person’s rights (including intellectual property rights);
  4. it may offend any laws; or
  5. it may otherwise be regarded by IDDA, on reasonable grounds, to be unacceptable (IDDA may from time to time notify Subscriber of the circumstances which IDDA regards as unacceptable).

Subscriber agrees that IDDA may immediately suspend all or any part of the Services, and remove or disable access to anything that contravenes those restrictions or is otherwise in breach of this Agreement


4. Subscription Conditions

4.1 The Subscriber may only:

  1. use the Services for internal business purposes;
  2. permit the Permitted Users to access and use the Services; and
  3. permit the Maximum Number of Permitted Users to access and use the Services.

4.2 The Subscriber must appoint an administrator who will be responsible for issuing a separate user ID and password for each Permitted User.

4.3 Except as otherwise permitted under this Agreement, the Subscriber must not:

  1. permit two or more persons to use the same user ID and password combination to access the Services;
  2. sub-license or sub-contract any of its rights under this Agreement without the written consent of IDDA, which may by withheld in its absolute discretion;
  3. copy all or any part of the Services, or any software, text, graphics, manuals or layout that comprise or are provided in connection with the Services;
  4. provide access to the Services account to any person other than the Subscriber’s Personnel who reasonably require access;
  5. attempt to disassemble, decompile or otherwise reverse engineer or reverse compile any software contained in or provided in connection with the Services, or apply any other process or procedure to derive the source code;
  6. modify, alter, tamper with, repair, or otherwise create derivative works of the Services or any software provided in connection with the Services;
  7. access or use the Services or any software provided in connection with the Services in a way intended to avoid incurring fees or exceed usage limits or quotas;
  8. merge all or any part of any software contained in or provided in connection with the Services with any other software without IDDA’s prior written permission;
  9. link to, frame or mirror any part of the Services without IDDA's written consent;
  10. remove, obliterate or alter any proprietary notice on any part of the Services or any other software provided in connection with the Services; or
  11. use or encourage, promote, facilitate or instruct others to use the Services or any other software provided in connection with the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful or offensive.

4.4 The Subscriber agrees that with regard to any information or material it adds or uploads to the Subscriber's Services Account (Content) it will ensure:

  1. the Content does not violate the law (including Privacy Laws), misappropriate the rights of any third party, or otherwise violate a term of this Agreement; and
  2. the Subscriber owns or is otherwise authorised to add or upload the Content to the Subscriber's Services Account.

4.5 IDDA reserves the right to remove any Content without notice.

4.6 The parties agree that IDDA is not responsible for and does not endorse, approve or make any warranty or claim regarding any third party content contained, displayed in or linked to the Services.

4.7 The Subscriber shall fully indemnify and hold harmless IDDA, its Related Bodies Corporate, and their respective Personnel, against any claim, liability, cost, loss or damage whatsoever arising out of any breach by the Subscriber of this Agreement or other act or omission of the Subscriber, including without limitation in relation to any claim that any modifications made by the Subscriber infringe any Intellectual Property rights or other rights of any third person.

4.8 IDDA will not be liable, in any respect, for any modifications to the Services made by or on behalf of the Subscriber or any claim, liability, cost, loss or damage resulting from or arising directly or indirectly out of any such modifications.

4.9 The Subscriber is responsible for use of the Services by Permitted Users and any other users of the Subscriber's the Account. The Subscriber must ensure those parties comply with the Subscriber's obligations under this Agreement. The parties agree that any breach of this Agreement by a Permitted User or any other user of the Subscriber's Account will be treated as a breach of this Agreement by the Subscriber.


5. Service Level
Subject to the terms of this Agreement, during the term of this Agreement IDDA shall provide the Services to the levels of service which meet the Service Levels.

6. Data and Access

6.1 IDDA shall make backup copies of Subscriber Data.

6.2 IDDA shall on reasonable notice make Subscriber Data and related data, documentation or records maintained on behalf of Subscriber available for inspection by Subscriber or Subscriber's auditors.

6.3 Subscriber agrees to pay any Additional Charge invoiced by IDDA in respect of the services provided pursuant to clauses 6.2 and 6.3.

6.4 If Subscriber provides any Subscriber Data to IDDA, Subscriber grants to IDDA and its service providers a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, the Subscriber Data.

6.5 The Application is intended only as a guide to further investigation for the sole use of the Subscriber.

6.6 The information set out in the Application has been prepared using information derived from a variety of internal and external sources and may be based on assumptions. IDDA does not warrant the accuracy or completeness of any of the information and does not accept any legal liability or responsibility for any injury, loss or damage incurred by the use of, or reliance on, or interpretation of the information contained herein. To the extent that the Application includes any statement or figure as to a future matter, that statement or figure is provided as an estimate and/or opinion based upon the information known to IDDA at the date of preparing the Application and assumptions which may be incorrect.

6.7 The recipient accepts to use the Application on the condition that they will make their own enquiries, advice, assessment and investigations about the matters contained in the Application and make any additional enquiries or investigations it deems necessary or appropriate in order to verify the accuracy and completeness of the information presented in this Application. The recipient represents to IDDA and its respective officers, employees, partners, directors, representatives, agents and advisers (each a Relevant Person) that it is not relying on any recommendation or statement by IDDA or any other Relevant Person.

6.8 Each Relevant Person expressly disclaims, to the fullest extent permitted by law, any and all liability for any loss, damage or cost (whether direct, indirect or consequential) suffered or incurred by any person relying on the Application or in connection with the provision or contents of the Application including as a result of any omission, inadequacy, insufficiency or inaccuracy in the contents of the Application. The recipient agrees that it irrevocably releases each Relevant Person in relation to any claims, actions, damages, judgments, losses, remedies or other matters whether in contract, negligence, tort, under statute, equitable relief or otherwise, in connection with the provision or contents of the Application or the purported reliance on the Application by the respondent.

6.9 Subscriber agrees that it has sole responsibility for the accuracy, quality, integrity, legal compliance, reliability, appropriateness and rights ownership in all Subscriber Data. Subscriber also agrees that there are limitations to the Application’s and Services’ ability to assist in Subscriber’s business. Subscriber agrees that the Application and the Services do not detect faulty or aberrant input data, do not take into account all of the matters that should be considered in decision making regarding matters of relevance to Subscriber’s business and should not be used as a substitute for Subscriber’s independent and appropriately qualified decisions regarding matters of relevance to Subscriber’s business. Subscriber warrants that it will not make or permit any access to or use of the Application or Services unless it has in place appropriate strategies, in addition to (and not reliant on) its use of the Application and Services to manage all risks on its business.

6.10 Subscriber shall be responsible for providing its own Subscriber Access Facilities.

6.11 Subscriber warrants and shall ensure that all Subscriber Access Facilities meet the security standards required by IDDA from time to time and are and will remain free from any circumstances (including viruses) which may adversely affect IDDA, the Application or the Services and are otherwise reasonably appropriate for use in conjunction with the Services.

6.12 Subject to clause 17 (Confidentiality), IDDA owns all rights, including intellectual property rights, in anything developed or delivered under this Agreement.

6.13 Third party facilities, including software programs, may be necessary or appropriate for access to or use with the Application. Subscriber agrees that its right to make any use of such facilities is governed by the terms of the relevant third party licence/services agreement and not by this Agreement.

6.14 To the extent that the Subscriber Data include any Personal Information, the Subscriber warrants it has obtained consent and authority from the relevant individuals to use and disclose any Personal Information, and that use of the Subscriber Data will not put IDDA in breach of the Privacy Act.

6.15 The Application may use certain data provided by PSMA Australia

6.16 The Subscriber acknowledges that whilst PSMA Australia endeavours to ensure that PSMA Data is accurate and complete by using source data primarily from Australia's federal, state and territory governments and other reputable sources, such that the Product provided by IDDA is reliable, PSMA Data is provided to IDDA 'as is' and neither IDDA, nor PSMA Australia, nor Australia's federal, state and territory governments, nor any other providers of source data for PSMA Data make any representations or provide any warranties (express or implied) about the accuracy, completeness or fitness for any particular purpose of PSMA Data or that PSMA Data is without errors or faults.

6.17 IDDA, PSMA Australia, Australia's federal, state and territory governments and any other providers of source data for PSMA Data have no liability to the Subscriber or any Recipient (including liability in negligence) for any losses suffered (including any consequential loss, indirect loss or loss of profits or data) or expenses incurred by the Subscriber or any Recipient arising from:

  • use of PSMA Data for any particular purpose;
  • PSMA Data being inaccurate or incomplete in any way for any reason;
  • any errors or faults in PSMA Data;
  • even if PSMA Australia, Australia's federal, state and territory governments or any other providers of source data for PSMA Data have been advised of the possibility of such losses or expenses.

6.18 To the extent permitted by law all statutory or implied conditions and warranties regarding PSMA Data are excluded; and liability under any condition or warranty which cannot legally be excluded is limited to IDDA and/or PSMA Australia, at its option:

  • replacing the PSMA Data or supplying equivalent goods within the IDDA Application; or
  • refunding the Subscriber all Fees paid under this Agreement where the data was proven by an independent authority to be deficient and unuseable.

6.19 The total cumulative liability of IDDA, ArchiStar, PSMA Australia, Australia's federal, state and territory governments and any other providers of source data arising from PSMA Data and this Agreement will not exceed the total amount of fees paid by the Subscriber under this Agreement.

6.20 If the Subscriber finds (or is informed of) an error in PSMA Data, it may contact IDDA to inform it of the error and the suggested correction. If the Subscriber provides this information to IDDA, it grants Subscriber and PSMA Australia a perpetual, irrevocable, world-wide, royalty-free licence to use and distribute that information to improve the accuracy of PSMA Data.

6.21 IDDA engages Third Party Providers of products and services in order to provide the Application (Third Party Providers). Subscriber agrees to comply with all requirements and restrictions that Third Party Providers may impose on the Subscriber directly, or indirectly by imposition on IDDA, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement. Subscriber acknowledges that provision of the Application is subject to, and dependent upon, adequate delivery of products and services by the Third Party Providers. Subscriber further acknowledges that, by entering into the Agreement, the Subscriber agrees to comply with the respective terms and conditions of Third Party Providers. Third Party Providers and their terms of supply may change from time to time during the Term of this agreement.

6.22 To the fullest extent permitted by applicable law, IDDA will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a Third Party Provider.


7. Intellectual Property Licence

7.1 IDDA and its Affiliates own and will retain, or licenses and will retain licenses for, the Material.

7.2 IDDA and its Affiliates grants to the Subscriber a non-exclusive licence to use the Material during the term of this agreement in the Territory, on the terms and conditions set out in this Agreement.

7.3 The Subscriber hereby accepts the licence granted by IDDA and its Affiliates and agrees to use the Material during the term of this agreement in the Territory, in accordance with the terms and conditions of this Agreement.


8. Background IP licence

8.1 Each party acknowledges and agrees that this Agreement does not have the effect of transferring the ownership of any Background IP of a party.

8.2 Subscriber grants to IDDA a limited, non- exclusive, licence fee-free, royalty-free licence to access and use the Background IP of the Subscriber to the extent that such a licence is necessary for the IDDA to use, commercialise and otherwise exploit the Materials as permitted by this Agreement.

8.3 IDDA acknowledges and agrees that nothing in this Agreement will restrict, prevent or inhibit the First Party from using its Background IP itself, or from granting licenses to third parties in respect of its own Background IP in its discretion.


9. Ownership of new IP

9.1 The Subscriber agrees that ownership of all Materials and all associated materials and documentation automatically vest in IDDA immediately upon creation, without the need for any further formality or documentation. The Materials will be entirely the property of IDDA in perpetuity, throughout the world, free of any claim whatsoever by the Subscriber or any third party.

9.2 Any rights that the Subscriber may otherwise possess in the Materials (including all Intellectual Property Rights) will be deemed automatically assigned and transferred by the Subscriber to IDDA by this Agreement. The Subscriber agrees to execute any documents reasonably necessary to confirm this fact.


10. Acknowledgement of IP rights

10.1 The Subscriber acknowledges and agrees that the Intellectual Property Rights comprised in and associated with the Materials which are made available by IDDA under this Agreement are owned solely by IDDA or its Affiliates and that the Subscriber has no right or entitlement to access, use or deal with these Intellectual Property Rights except as otherwise expressly provided for in this Agreement, and will not use such items without the prior written permission of IDDA.

10.2 Without limiting the obligations of the Subscriber under this Agreement, the Subscriber must keep the Intellectual Property Rights of IDDA and its Affiliates and other technical or proprietary materials provided by IDDA to the Subscriber confidential, and must only use such material to the extent required for the Subscriber to perform its obligations, and exercise its rights, under this Agreement. The Subscriber must not use such material or Intellectual Property Rights of IDDA and its Affiliates any other purpose without first obtaining the written consent of IDDA.


11. Moral Rights consent

The Subscriber irrevocably consents to all possible uses by IDDA and its Affiliates (including adaptation, reproduction, editing, alteration, addition to and/or deletion from, rearrangement, transposition, translation) and exploitation of the Materials, and agrees not to enforce, and otherwise waives to the fullest extent legally possible, any Moral Rights that it may have now or in the future in respect of such items.


12. IP management obligations

12.1 IDDA agrees to use its best endeavours to enforce and protect the Materials and the Intellectual Property Rights associated with the Materials throughout the world for the Term.

12.2 Each party must use its best endeavours to preserve the value and validity of the Material and relevant Intellectual Property Rights and must do all things reasonably necessary for the protection of the Materials and associated Intellectual Property Rights against de-registration or infringement.

12.3 The Subscriber agrees to do all things reasonably necessary to enforce and protect the Materials and associated Intellectual Property Rights.

12.4 The Subscriber must notify IDDA immediately after becoming aware of any suspected or actual infringement by any person of any of the Materials or any associated Intellectual Property Rights.

12.5 The Subscriber must provide (at its cost, unless otherwise agreed in writing by IDDA) all assistance and documents reasonably requested by IDDA in relation to any proceedings that IDDA or its Affiliates may take against any person for infringement of any of the Materials or any associated Intellectual Property Rights.

12.6 The Subscriber must not apply for or attempt to acquire any intellectual property that is the same as, or substantially identical or deceptively similar to the Materials or any associated Intellectual Property Rights without the prior written consent of IDDA.

12.7 IDDA will pay all costs, fees and expenses for and in relation to the application, prosecution, maintenance and renewal of any registrations which may be sought by IDDA in respect of the Materials or any associated Intellectual Property Rights.

12.8 The Subscriber agrees that it will, upon IDDA's reasonable request and at IDDA's sole cost and expense, use its reasonable endeavours to provide IDDA with any assistance necessary for IDDA to acquire, protect or maintain registration of any Materials or any associated Intellectual Property Rights during the term of this Agreement.

12.9 Upon receipt of a request from IDDA, the Subscriber must immediately destroy and certify the destruction of (by statutory declaration signed by a corporate officer of the Subscriber or return to IDDA all Materials of IDDA and all other technical or proprietary materials made available by IDDA in accordance with the direction issued.


13. Third party claims

13.1 If a party is or becomes aware of:

  1. any infringement or likely or possible infringement of any of the Materials or any associated Intellectual Property Rights ( Infringement); or
  2. any assertion or claim that the use or exploitation of the Materials or any associated Intellectual Property Rights by the Subscriber as permitted by this Agreement infringes the Intellectual Property Rights of any third party (Infringement Claim ); or
  3. any opposition or challenge to the validity of any registrations of the Materials or any associated Intellectual Property Rights acquired by IDDA or its Affiliates during the Term ( Validity Claim), then that party must provide written notice to the other party of that infringement or likely or possible infringement as soon as reasonably practicable.

13.2 IDDA or its Affiliates must take and maintain all such actions, suits and proceedings as may be reasonably necessary or desirable to prevent, restrain or to obtain damages or other relief for or in respect of any Infringement, and to defend or prevent all Infringement Claims or Validity Claims. IDDA or its Affiliates can, in its sole discretion, but is not obliged to:

  1. undertake negotiations for settlement or compromise on such terms as it sees fit;
  2. commence or continue to conduct the proceedings; or
  3. make any admission which may be prejudicial to the defence of any of the relevant proceedings or claim as it sees fit.

13.3 The Subscriber agrees to use its reasonable endeavours to provide, at IDDA's sole cost and expense, all assistance and documents required or reasonably requested by IDDA in relation to any proceedings that IDDA may be involved in, in respect of any Infringement, Infringement Claim, Validity Claim or unauthorised use of any of IDDA's or any of its Affiliates' Materials or associated Intellectual Property Rights or Confidential Information.


14. Privacy

14.1 In performing this Agreement, IDDA shall comply with its privacy policy in force from time to time. IDDA’s privacy policy as at the date of this Agreement is at https:// property.archistar.ai/privacy/ IDDA’s privacy terms are subject to change from time to time, provided that any such change will not materially reduce the level of privacy protection for Subscriber Data during the period for which any Charges have been paid.

14.2 IDDA may provide the Services from any locations, and/or through the use of contractors, worldwide.

14.3 Without limiting clauses 3.5 and 16.1, Subscriber agrees to provide any information, and to obtain any consents, relevant to its use of the Services and Application, including those in relation to the collection, use, disclosure and storage of personal information of any individual whose personal information may be included in Subscriber Data.


15. Charges

15.1 Subscriber shall pay the Charges and any Additional Charges at the rate and in the manner specified in the Product Schedule. All Charges, once paid, are non-refundable, even if the Subscriber stops using the Application or Services.

15.2 All Charges and Additional Charges will be charged to the Subscriber in Australian dollars.

15.3 Subscriber shall pay IDDA such Additional Charges as IDDA invoices from time to time for the supply of goods or services not expressly required by this Agreement or (without limiting IDDA’s remedies at law) which were either required by Subscriber or incurred by IDDA in connection with Subscriber’s non-performance of this Agreement.

15.4 If Subscriber disputes the whole or any portion of an invoice submitted by IDDA, Subscriber shall pay the portion of the amount stated in the invoice which is not in dispute and shall notify IDDA in writing (within seven days of receipt of invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then Subscriber shall pay the amount finally resolved together with 10% p.a. interest on that amount in accordance with the terms of payment set out in this Agreement.

15.5 Subscriber shall pay IDDA interest on any amount due and not paid by Subscriber within the time required by this Agreement at a 10% p.a. rate of interest.

15.6 If any Charges are not paid on time, IDDA may refer the matter (including Subscriber name and contact details to a debt collector or other third party to assist IDDA in collecting any fee not paid to IDDA, including conducting credit searches or listing Subscriber with a credit reporting agency.

15.7 In addition to paying the Charges and any other amount payable under or in connection with this Agreement (which are exclusive of GST), Subscriber will, if required by law:

  1. pay to IDDA an amount equal to any GST payable for any supply by IDDA in connection with this Agreement; and
  2. make such payment either on the date when the Charges or other amounts to which it relates is due within seven days after Subscriber is issued with a tax invoice or within seven days after IDDA’s request, whichever is the later.


16. Compliance with law

16.1 IDDA is not liable to Subscriber under this Agreement or otherwise if and to the extent Subscriber's access to or use of any Services is contrary to any obligations, including those owed under contract or any laws.

16.2 IDDA may (but is not bound to) make Subscriber Data and any other information (in any form) relevant to Subscriber’s relationship with IDDA under this Agreement available to any person who provides reasonable evidence to IDDA of their right to this, including a law enforcement officer, a person representing any professional or industry standards organisation and representatives of any person to whom Subscriber Data pertains.

16.3 Subscriber shall indemnify IDDA against all loss (including costs, expenses, damages and liability, whether actual or prospective) incurred or likely to be incurred as a result of:

  1. IDDA’s collection, use, disclosure, storage or other involvement with Subscriber Data and any other information (in any form) relevant to Subscriber’s relationship with IDDA under this Agreement; and
  2. acting in accordance with the preceding subclause.


17. Confidentiality

17.1 A party shall not, without the prior written approval of the other party, disclose the other party's Confidential Information.

17.2 A party shall not be in breach of subclause 17.1 for any uses or disclosures of Confidential Information which:

  1. are required by law;
  2. are to related companies, advisers, contractors, auditors or insurers; or
  3. have become public knowledge other than through its wrongful act or omission.

17.3 This clause shall survive the termination of this Agreement.


18. Non-Exclusive Use

18.1 Subscriber acknowledges that the rights granted by IDDA to the Customer under this Agreement are non-exclusive except as provided for by this Agreement. IDDA may, during the Term and thereafter grant in its absolute discretion and without notice to the Subscriber, a access to the Services to any third party for use in respect of any business at any location, except within the Territory.


19. General exclusion and operation of laws

19.1 Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or liability implied in this Agreement or protected by law to the extent that such exclusion, restriction or modification would render this Agreement or any provision of this Agreement void, illegal or unenforceable. Subject to that, any condition, warranty, right or liability which would otherwise be implied in this Agreement or protected by law is excluded.

19.2 The Subscriber acknowledges and agrees that:

  1. prior to entering into this Agreement it has been given a reasonable opportunity to examine and satisfy itself regarding all goods and services which are the subject of this Agreement and that prior to entering into this Agreement it has availed itself of that opportunity;
  2. at no time prior to entering into this Agreement has it relied on the skill or judgment of the IDDA and that it would be unreasonable for the Subscriber to rely on any such skill or judgment; and
  3. where any acquisition of goods under this Agreement has been made by reference to a sample or demonstration model, prior to entering into this Agreement the Subscriber has been given a reasonable opportunity:
    • to satisfy itself that the goods correspond with the sample or demonstration model as to quality, state and condition; and
    • to examine the sample or demonstration model for any apparent defects, and that it has availed itself of that opportunity.

19.3 The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this Agreement (by virtue of any law relevant to this Agreement) is excluded.

19.4 Pursuant to s 64A of the Australian Consumer Law (under the Competition and Consumer Act 2010 (Cth)):

  1. this sub-clause applies in respect of any of the goods or services supplied under this Agreement which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this sub-clause will not apply if the Subscriber establishes that reliance on it would not be fair and reasonable;
  2. 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:
  3. where any acquisition of goods under this Agreement has been made by reference to a sample or demonstration model, prior to entering into this Agreement the Subscriber has been given a reasonable opportunity:
    • in the case of goods, to any one of the following as determined by the IDDA:
      1. the replacement of the goods or the supply of equivalent goods; or
      2. the repair of the goods; or
      3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
      4. the payment of the cost of having the goods repaired;
    • in the case of services, to any one of the following as determined by the IDDA:
      1. the supplying of the services again; or
      2. the payment of the cost of having the services supplied again.


20. Liability of IDDA

20.1 Except in relation to:

  1. liability for personal injury or death;
  2. liability referred to in the preceding clause; and
  3. liability for IDDA’s breach of this Agreement (which Subscriber agrees shall be limited, for all claims in aggregate, to paying an amount equal to the Charges paid by Subscriber applicable to the period in which the first claimed breach occurred),

IDDA shall be under no liability to Subscriber in respect of any loss or damage (including loss of profits, loss of goodwill, loss of data and any special, indirect or consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in any way in connection with this Agreement (including in respect of goods or services supplied pursuant to this Agreement).

20.2 Without limiting the following sentence, Subscriber warrants that it has not relied on any representation made by IDDA which has not been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications in any way relating to the Services including catalogues, website or publicity material produced by IDDA. Subscriber acknowledges that to the extent IDDA has made any representation which is not otherwise expressly stated in this Agreement, Subscriber has been provided with an opportunity to independently verify the accuracy of that representation.

20.3 Subscriber shall at all times indemnify and hold harmless IDDA and its officers, employees, contractors and agents ('those indemnified') from and against any loss (including legal costs and expenses and liability) incurred or suffered by any of those indemnified arising from any claims against those indemnified where such loss or liability was caused by a breach by Subscriber of its obligations under this Agreement or any wilful, unlawful or negligent act or omission of Subscriber.

20.4 In respect of any claim between the parties under or in connection with this Agreement, the parties agree that to the maximum extent permitted by law, this Agreement excludes the operation of any laws which would apportion any liability to IDDA which would not have been so apportioned but for such laws.


21. Termination

21.1 Without limiting the generality of any other clause in this Agreement, IDDA may terminate this Agreement or suspend performance of its obligations under this Agreement (for such period as IDDA specified) immediately by notice in writing if:

  1. Subscriber is in breach of any term of this Agreement and such breach is not remedied within seven days of it notifying IDDA;
  2. Subscriber becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
  3. Subscriber, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
  4. Subscriber, being a natural person, dies; or
  5. Subscriber ceases or threatens to cease conducting its business in the normal manner.

21.2 If any of the circumstances referred to (a)-(e) of the preceding subclause occur, Subscriber shall, if requested by IDDA, comply with IDDA’s requirement for IDDA (in addition to terminating this Agreement) to:

  1. repossess any of its property in the possession, custody or control of Subscriber;
  2. retain any moneys paid;
  3. charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
  4. be regarded as discharged from any further obligations under this Agreement; and
  5. pursue any additional or alternative remedies provided by law.

21.3 Subscriber agrees that on expiry or termination of this Agreement for any reason, all of its rights in respect of the Services (including its right to access the Application) shall end.

21.4 If Subscriber requests, and subject to Subscriber having discharged all of its obligations under this Agreement, IDDA shall, within one month after termination or expiry of this Agreement, provide Subscriber with a file containing Subscriber Data.

21.5 Subscriber agrees and acknowledges that IDDA has no obligation to retain any information relating to Subscriber (including Subscriber Data) and that all such information may be irretrievably deleted by IDDA after one month from the date of any suspension, termination or expiry of this Agreement.


22. Force Majeure

22.1 IDDA shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to Force Majeure. If a delay or failure is caused or anticipated due to Force Majeure, IDDA’s obligations will be suspended. If a delay or failure by IDDA to perform its obligations due to Force Majeure exceeds 60 days, IDDA may immediately terminate the Agreement on providing notice in writing to Subscriber.

22.2 If this Agreement is terminated pursuant to the preceding subclause, IDDA is not liable to refund any moneys paid by Subscriber pursuant to this Agreement.


23. Entire Agreement

This Agreement constitutes the entire Agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.


24. Assignment and novation

The benefit of this Agreement shall not be assigned by Subscriber without IDDA's written consent. A change in control of or affecting Subscriber shall be deemed to be an assignment, with 'control' referring to the power to materially influence Subscriber’s decision making or policies.


25. Waiver and variation

25.1 No right under this Agreement shall be deemed to be waived except by notice in writing signed by each party. A waiver by IDDA will not prejudice its rights in respect of any subsequent breach of the Agreement by Subscriber. Any failure by IDDA to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by IDDA to Subscriber, will not be construed as a waiver of IDDA's rights under this Agreement.

25.2 The provisions of this Agreement will not be varied, except by agreement in writing signed by the parties.


26. Disputes

26.1 Any dispute arising in connection with this Agreement which cannot be settled by negotiation between the parties or their representatives shall be submitted to arbitration in accordance with the Rules for the Conduct of Commercial Arbitrations for the time being of the Institute of Arbitrators & Mediators Australia. During such arbitration, both Parties may be legally represented.

26.2 Nothing in this clause shall prevent a party from seeking urgent equitable relief before an appropriate court.


27. Severability

If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall be deemed read down to the extent reasonably appropriate to remove the invalidity, unenforceability or illegality.


28. Governing law

This Agreement will be governed by and construed according to the law of the jurisdiction of New South Wales, Australia.


29. Notices

29.1 Notices under this Agreement may be delivered by hand, by mail, by facsimile or by email to accounts@archistar.ai (IDDA) and to the Subscriber contact details listed on the Product Schedule.

29.2 Notice will be deemed given:

  1. in the case of hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
  2. in the case of posting, three days after despatch;
  3. in the case of facsimile, upon receipt of transmission if received on a business day or otherwise at the commencement of the first business day following transmission;
  4. in the case of email, at the time of receipt of the email, namely when that email enters the receiving party’s information system (if received on a business day, or otherwise at the commencement of the first business day following that receipt).


30. Execution

This Agreement may be executed in counterparts by the respective parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged.

This Agreement shall be effective as of the Commencement Date.