Terms & Conditions
1 Definitions
Consequential Loss means any indirect loss or damage, suffered or incurred by You as a result of a breach of these Terms and Conditions by Raedyne and includes loss of profit, revenue, bonuses, business opportunity, data, income, contract opportunity, capital expense and any other indirect or consequential loss whatsoever.
Customer Portal means the Asset Analysis and GIS Portal provided by Raedyne and accessible either directly at assetgis.raedyne.systems or via the Website at www.raedyne.systems.
Force Majeure Event means any event or circumstance beyond Raedyne's reasonable control and not caused by its breach of these Terms and Conditions and which it is unable to overcome by the exercise of due diligence and which includes one or more of the following:
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Acts of God;
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Acts of enemy, wars, terrorist attacks, blockades or insurrections, disturbances, arrest and restraint of rulers and people;
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Fire or explosion;
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Epidemic or quarantine; and
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Industrial action.
Person means an individual, corporation, government or government agency, estate, trust, partnership, association or other legal or commercial entity or undertaking.
Privacy Policy means the Raedyne Privacy Policy, accessible at www.raedyne.systems/privacy-policy as varied from time to time.
Raedyne means Raedyne Systems Pty. Ltd. (ACN 158 972 797) and includes its substitutes, successors and permitted assigns.
Service means the secure restricted access subscription service for storage, analysis and reporting of electrical infrastructure condition monitoring provided by Raedyne, via the Customer Portal.
Terms and Conditions means these written terms and conditions accessible at www.raedyne.systems/terms-conditions, as varied from time to time.
Third Party Licenses means all components of the Website and/or Customer Portal and licensed to Raedyne by third parties and subject to their own End User Licence Agreements and includes any End User Licence Agreement of Raedyne.
Third Party Websites means web addresses and domains provided through the Website and/or the Customer Portal not directly or indirectly operated or controlled by Raedyne.
Website means the website at www.raedyne.systems.
You and Your means the Person:
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accessing or otherwise interacting with the Website; and/or
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accessing or otherwise interacting with the Customer Portal; and/or
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obtaining the Service via the Customer Portal,
and includes all employees, agents and associates of that Person.
2 Access to the Website
2.1 Your access to and use of the Website and/or Customer Portal and/or the Service and the information provided on the Website and/or the Customer Portal and/or the Service is subject to the Terms and Conditions.
2.2 By accessing and using the Website and/or the Customer Portal and/or the Service, You agree to the Terms and Conditions.
2.3 Raedyne may at any time vary the Terms and Conditions by publishing the varied copy of the Terms and Conditions on the Website.
2.4 You acknowledge that:
2.4.1 You have reviewed the Terms and Conditions applicable at the time of You accessing the Website and/or the Customer Portal and/or the Service;
2.4.2 Your use of the Website and/or the Customer Portal and/or the Service after any variation to the Terms and Conditions constitutes your acceptance of the revised Terms and Conditions; and
2.4.3 Raedyne is otherwise under no express obligation to specifically notify You of any variation to the Terms and Conditions prior to Your use of the Website and/or the Customer Portal and/or the Service.
3 Representations by Raedyne
3.1 Raedyne will at all times take reasonable steps to ensure the information provided via the Website and/or the Customer Portal and/or the Service is:
3.1.1 accurate;
3.1.2 current; and
3.1.3 updated.
3.2 Raedyne will at all times use reasonable endeavours to provide You with reliable, secure and stable access to the Website and/or the Customer Portal and/or the Service.
4 Security
3.1 Raedyne will at all times take reasonable steps to ensure the information provided via the Website and/or the Customer Portal and/or the Service is:
3.1.1 accurate;
3.1.2 current; and
3.1.3 updated.
3.2 Raedyne will at all times use reasonable endeavours to provide You with reliable, secure and stable access to the Website and/or the Customer Portal and/or the Service.
5.1 In Raedyne providing the Service and/or access to the Website and/or the Customer Portal, You acknowledge and agree that Raedyne may:
5.1.1 collect Your personal information; and
5.1.2 collect, store, use and disclose your personal information in accordance with the Raedyne Privacy Policy (available at www.raedyne.systems/privacy-policy).
5 Privacy
7.1 To the maximum extent permitted by law, and save as otherwise agreed in writing between the parties, Raedyne:
7.1.1 provides no express or implied warranty to You that:
7.1.1.1 access to the Service and/or the Website and/or the Customer Portal will be at all times continuous, stable, fault-free, reliable, secure or accessible; or
7.1.1.2 the information provided via the Service and/or the Website and/or the Customer Portal is at all times correct, up to date, complete or adequate as at the time that You access them; or
7.1.1.3 the information obtained via the Service and/or the Website and/or the Customer Portal will be fit for any particular purpose; or
7.1.1.4 the information provided via Third Party Websites will contain information that is accurate, complete or adequate for Your particular purpose.
7.1.2 excludes any responsibility or liability to You for any loss or damage (including consequential loss) arising from:
7.1.2.1 Your access to or use and/or misuse of the Service and/or the Website and/or the Customer Portal; or
7.1.2.2 any delays occasioned resulting from Raedyne making the updates and/or amendments required to comply with Clause 3.1 of the Terms and Conditions; or
7.1.2.3 any viruses or malware your device or devices may become subject to during your use of Service and/or the Website and/or the Customer Portal; or
7.1.2.4 any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Service and/or the Website and/or the Customer Portal, whether as a result of any breach or default by Raedyne or any negligence of Raedyne; or
7.1.2.5 Raedyne's inability to provide access to the Service and/or the Website and/or the Customer Portal as a result of a Force Majeure Event.
7.2 For the avoidance of doubt, all of the exclusions expressed in Clause 7.1 are:
7.2.1 subject to your rights arising under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law and/or other similar consumer legislation that applies to these Terms and Conditions and that cannot otherwise be excluded by law; and
7.2.2 not to be construed as excluding, qualifying or limiting Your statutory rights where such exclusion, qualification or limitation would be otherwise prohibited by the Australian Consumer Law and/or other similar consumer legislation that applies to these Terms and Conditions and that cannot otherwise be excluded by law.
7.3 As to Your rights as set out under Clause 7.2, You agree that the liability of Raedyne (to the extent permitted by law) is limited to:
7.3.1 where there is a major failure with the Service associated with access to the Customer Portal directly or via the Website:
7.3.1.1 the cancellation of the Service with Raedyne and obtaining a refund from Raedyne for the amount of the Service not supplied to You at the time of that cancellation; or
7.3.1.2 retaining the Service and providing You with compensation for the difference between the value of the services delivered by Raedyne (as assessed by Raedyne in its absolute discretion) and the price paid by You for the Service.
7.3.2 where there is a minor problem with the Service, the rectification of the provision of the Service to You by Raedyne at its expense.
7 Limitation of liability by Raedyne
6.1 In using either the Service, the Website and/or the Customer Portal, and other than is reasonable and necessary in accordance with any contract You may have with Raedyne, You agree not to:
6.2 modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, services or products obtained from the Service and/or the Website and/or the Customer Portal; or
6.3 access, monitor or copy any content or information from the Service and/or the Website and/or the Customer Portal using any robot, spider, scraper or other automated means or any manual process for any purpose; or
6.4 violate the restrictions in any robot exclusion headers; or
6.5 bypass or circumvent other measures employed to prevent or limit access to the Service and/or the Website and/or the Customer Portal; or
6.6 take any action that imposes, or may impose, an unreasonable or disproportionately large load on the server infrastructure of Raedyne; or
6.7 deep-link to any portion of the website for any purpose unless otherwise previously agreed in writing by the parties; or
6.8 frame, mirror or otherwise incorporate any part of the Service and/or the Website and/or the Customer Portal into any other website; or
6.9 attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by in connection with the Service and/or the Website and/or the Customer Portal.
6.10 You further agree that, insofar as You seek to do any of the matters listed in 6.1 above, and such action is beyond what is reasonable and necessary for You to do in accordance with any contract You may have with Raedyne, You will not do so without the prior express written permission of Raedyne.
6.11 For the avoidance of doubt, nothing in clause 6.1 affects Your intellectual property rights in respect of your own images.
6 Prohibited uses by You
9.1 You acknowledge and agree that:
9.1.1 aspects of the Website and/or the Customer Portal and/or the Service may be subject to Third Party Licenses; and
9.1.2 Your use of the Website and/or the Customer Portal and/or the Service may be governed by the Third Party Licenses; and
9.1.3 You agree to be bound by all terms and conditions applicable to the Third Party Licenses.
9 Compliance by You with Third Party Licenses
8.1 You agree to indemnify, and keep indemnified, Raedyne, its agents, employees and officers against all losses, cost, expense or damage which Raedyne, its agents, employees or officers suffer or incur, as a direct or indirect result of your breach of the Terms and Conditions and/or any misuse of the Website and/or the Customer Portal and/or the Service.
8.2 Without limiting the scope of Clause 8.1 above, You specifically indemnify Raedyne, its agents, employees and officers against conduct that constitutes:
8.2.1 a prohibited use by You under Clause 6.1 of the Terms and Conditions;
8.2.2 a breach of the Third Party Licenses.
8 Indemnity
11.1 The law of Victoria, Australia governs the Terms and Conditions.
11.2 In using the Website and/or the Customer Portal and/or the Service, you submit to the non-exclusive jurisdiction of the courts of the State of Victoria in relation to the Terms and Conditions.
11 Jurisdiction
10.1 Raedyne provides links to any Third Party Websites on the Website and/or Customer Portal for your convenience.
10.2 Your use of material derived from any Third Party Websites is governed by the terms and conditions applicable to that particular website.
10.3 Raedyne:
10.3.1 is not responsible for the content or accuracy of the information or other material on Third Party Websites; and
10.3.2 does not endorse or approve the contents of Third Party Websites linked from the Website.
10 Third Party Websites linked from the Website
13.1 Nothing in this agreement creates any agency, employment, partnership or joint venture between the parties and You agree not to make any representation to that effect to any third party.
13 Relationship between the parties
12.1 If any provision of the Terms and Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision:
12.1.1 shall, to the extent required, be severed from the Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of the Terms and Conditions; and
12.1.2 shall not in any way affect any other circumstances of or the validity or enforcement of the Terms and Conditions.
12 Severability
14.1 In the interpretation of the Terms and Conditions:
14.1.1 references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
14.1.2 words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, words denoting one gender include all genders and references to documents or agreements also mean those documents or agreements as changed, novated or replaced;
14.1.3 grammatical forms of defined words or phrases have corresponding meanings;
14.1.4 parties must perform their obligations on the dates and times fixed by reference to the capital city of Victoria, Australia;
14.1.5 reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
14.1.6 if the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
14.1.7 reference to a party is intended to bind their heirs, executors, administrators, successors and assigns;
14.1.8 obligations affecting more than one party bind them jointly and each of them severally;
14.1.9 headings are for convenience only and do not affect interpretation; and
14.1.10 "includes" in any form is not a word of limitation.