Spring Cloud Tech Pty Ltd (We) owns and operates the Website and Services. Axis Mining Technology Pty Ltd (Customer) has entered into an agreement with Us to enable the Customer and its authorised clients (You) access to the Website and Services.
Please read these Terms carefully. These Terms are binding on your use of the Service and they apply to You from the time that We provide You with access to the Website and the Service.
We reserve the right to change these Terms at any time. We can notify you of a change by posting the modified terms on the Website, and we will make reasonable efforts to draw your attention to the changes using email or a login notification on the Service.
By continuing to access or use the Website or Service, You indicate that you have read and you consent to be bound by the most recently-published Terms as posted on the Website.
Confidential Information means, in relation to You or Us or the Customer (for the purposes of this definition, the Discloser), all information disclosed by or on behalf of the Discloser, concerning or relating to:
- know-how, trade secrets, ideas, marketing strategies, operational information, technical information and financial information;
- proprietary software tools, business processes, project management methodologies and tools, software testing and verification methods, solution architecture models and solutions;
- its business affairs (including products, services, customers and suppliers);
- other information, which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential; and
- any Derived Information or Materials embodying the above information,
whether such information was:
- disclosed orally, in writing or in electronic or machine readable form; or
- disclosed as a result of discussions between the parties concerning or arising out of this agreement,
but exclude any such information:
- which is publicly known;
- which is disclosed to the other party without restriction by a third party (other than the Discloser) and without any breach of confidentiality by that third party; or
- which is developed independently by other party without reliance on any of the confidential information.
Customer means Axis Mining Technology Pty Ltd.
Data means any data inputted by, or with the authority of, You or the Customer as applicable, into the Website.
Intellectual Property Right means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
Service means the software and services made available (as may be changed or updated from time to time by Us) by means of the web-based software platform called “AxisonSite” accessible via the Website.
We/Our/Us means Spring Cloud Tech Pty Ltd including its related entities and related bodies corporate (having the meanings given to those terms in the Corporations Act 2001 (Cth)).
Website means the internet site at the domain https://onsite.axisminetech.com/ or any other website operated by Us.
You means, other than the Customer, you in your capacity as an employee, officer, agent, contractor, subcontractor, professional adviser or other invited user of the Customer whom the Customer from time to time has authorised to use the Service and access or contribute to the Customer’s Data, and 'Your' has a corresponding meaning.
2. Use of the Service
For the avoidance of doubt, the “Background” section as set out above forms part of the Terms and is legally binding.
We grant to You the right to access and use the Service via the Website according to the particular user roles available to You under the Customer’s subscription type. This right is non-exclusive and non-transferable, and is limited by and subject to this Agreement.
You acknowledge and agree that, subject to any applicable agreement between the Customer and You, or any other applicable laws:
- subject to Our Agreement with the Customer, the Customer determines Your level of user role access to the Service;
- You and the Customer are jointly and severally responsible for Your use of the Service;
- subject to Our Agreement with the Customer, the Customer controls Your level of access to the Customer’s Data or Service and the Customer can grant, revoke or change Your access or level of access, at any time and for any reason. If Your access is revoked or changed, You will no longer be entitled to use the Service, or shall have that different level of access, as the case may be; and
- if there is any dispute between the Customer and You about Your access to the Customer’s Data or Service, the Customer will decide what access or level of access to the relevant Data or Service that You may have, if any.
3. Your Obligations
3.1 General obligations
You agree to:
- (your use) only use the Service and Website for Your own lawful internal business purposes, in accordance with the Customer’s authorisation of You, these Terms, and any notice sent by Us or a condition posted on the Website;
- (comply directions) comply with all of Our reasonable directions in relation to the use of the Software, Website or Service;
- (safeguard Intellectual Property Rights) promptly notify Us of any:
- unauthorised or improper use of Our Intellectual Property Rights that the Customer is, or becomes, reasonably aware of; or
- event or incident that is likely to or will impact on access, use or provision of the Service, or any other obligation of Ours under this agreement,
and (subject to Our agreement with Our Customer) assist Us in taking all necessary steps to defend Our Intellectual Property Rights other than by the institution of legal proceedings;
- (not to tamper with markings) not alter, obscure, remove, conceal or otherwise interfere with any branding or markings or other indication of the source of origin which we may place on the Website or Service; and
- (reputation) not do or omit to do any act or thing which is likely to cause Our name or reputation, or the name or reputation of Our products and services, to be diminished or adversely affected.
3.2 Access conditions
- You must keep your username and password for accessing the Service secure and confidential.
- You must immediately tell Us of any unauthorised use of Your passwords or any other breach of security and We will reset Your password and You must take all other actions that We reasonably deem necessary to maintain or enhance the security of Our computing systems and networks and Your access to the Service.
- As a condition of these Terms, when accessing and using the Service, You must:
- not attempt to undermine the security or integrity of Our computing systems or networks or, where the Service are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
- not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
- not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.3 Usage Limits
Your use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of uploads, downloads or queries You are permitted to make against the Service, depending on the Customer’s subscription type and status of their account with Us.
3.4 Communication conditions
- If You use any communication tools available through the Website (such as a forum, comments section, chat room or message centre) You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
- When You make any communication on the Website, You warrant that You are permitted to make such communication. We are under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website.
- We reserve the right to determine whether material falls into the types of material discussed above, and the right to remove any communication at any time in Our sole discretion.
3.5 Your indemnity
You indemnify Us against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Us.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms; and
- each party's obligations under this section 4 will survive termination of these Terms.
6. Intellectual Property
6.1 Intellectual Property generally
All title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain Our property (or that of Our licensors).
6.2 Data ownership
Title to, and all Intellectual Property Rights in, the Data remain the property of You, Your licensors, or the Customer, as applicable. You grant to Us a non-exclusive, perpetual, royalty-free licence to use, copy, transmit, store, and back-up the Data for the purposes of enabling You to access and use the Service, and for any other purpose related to Our provision of the Service to You or to the Customer.
6.3 Data backup
You must maintain copies of all Data inputted into the Service. We adhere to its best practice policies and procedures to prevent data loss, including a regular periodic system data back-up regime, but we provide no guarantees that there will be no loss of Data. Except to the extent required by law, we expressly exclude any liability for any loss of Data no matter how it is caused.
7. Warranties and Acknowledgements
You warrant that You have the authority to agree to these Terms and agree that by registering to use the Service You agree to be bound to obligations under these Terms.
You acknowledge that:
- You are authorized to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else);
- We have no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to use the Website and Service;
- You are responsible for authorising any person to whom you give access to information or Data, and you agree that we have no obligation to provide any person access to such information or Data without Your (or our Customer’s) authorisation and may refer any requests for information to You to address; and
- You will indemnify Us against any claims or loss relating to Our refusal to provide any person access to Your information or Data in accordance with these Terms, or Our making available information or Data to any person with Your authorisation;
- it is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used;
- You are responsible for and You will comply with applicable laws in relation to your access to and use of the Service (including any laws requiring you to retain records); and
- Our provision of, access to, and use of, the Service is on an 'as is' basis and at Your own risk.
7.3 No warranties
- We do not warrant that Your access to or use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. We are not in any way responsible for any such interference or prevention of Your access or use of the Service.
- We give no warranty about the Service. Without limiting the foregoing, We do not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To the extent permitted by law, all implied conditions or warranties are excluded, including namely (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
8. Our liability
8.1 Exclusion of liability
- To the extent permitted by Law, in no event will We be liable to You or any third party for Consequential Loss even We have been made aware of the possibility of such Consequential Loss prior to entering into these Terms.
- We will not be liable for Claims made by third parties arising out of or in connection with this agreement, including on account of Claims made by the Your customers, investors, employees or contractors, or Claims made by any Government Body.
- We are in no way liable for any loss or damage You may suffer in connection with Your use of the Website or Services.
8.2 Implied terms
- To the full extent permitted by law, any term which would otherwise be implied into this agreement is excluded.
- To the full extent permitted by law, You acknowledge that the Service and Website (and anything else provided under these Terms) is licensed by Us on an “as is, where is” basis and We make no warranties or representations as to the outputs or performance of the Service or the Website (or anything else provided under the licence).
- In the event any law implies or imposes terms into this agreement which cannot be lawfully excluded, such terms will apply, save that Our liability for breach of any such term will be limited in accordance with section 8.3.
8.3 Limitation of liability
To the extent We are found Liable in connection with the Terms, Our Liability shall be limited (at Our sole option) to any one or more of the following:
- re-supplying services to which the Liability relates or the supply of equivalent services; or
- reimbursing You (subject to section 8.4) for paying someone else to supply the services which the Liability relates.
8.4 Liability cap
To the extent We are Liable in connection with these Terms (whether in contract, under a right of indemnity, tort or statute), then Our cumulative Liability in the aggregate (to the fullest extent permitted by law) shall in no event exceed AUD$1.00.
9.1 Termination for breach
- breach any of these Terms and do not remedy the breach within 5 Business Days after We give you notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied; or
- are declared bankrupt, or Your business is insolvent or business goes into administration, or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
then We may (in our sole discretion) take any or all of the following actions:
- terminate this Agreement and Your use of the Service and the Website, effective on the date specified in Our notice to you;
- suspend, for any definite or indefinite period of time, Your use of the Service and the Website; or
- suspend or terminate Your access to all or any Data; or
- take either of the actions in subsections (d) to (f) of this section 9.1 in respect of any or all other persons whom You have authorised to have access to Your information or Data.
9.2 No-fault termination
Despite section 9.1, either You or We can terminate these Terms by giving 5 Business Days’ notice in writing to the other party.
9.3 Consequences of Termination
- Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
- On termination of this Agreement, You will stop accessing or using the Service and the Website.
Sections 3.4, 3.5, 4, 5, 6, 8 and 11 survive the expiry or termination of these Terms.
10. Technical support / Help desk
10.1 Technical problems
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please first check the support pages provided on the Website or email us at email@example.com.
10.2 Service availability
While We intend that the Service should be available 24 hours a day, seven days a week, it is possible that the Service or Website may be unavailable from time-to-time, including for maintenance or making improvements to the Website or Service.
If we anticipate that we may need to interrupt the Service for longer than We would normally expect, we will take reasonable steps to publish in advance details of such activity on the Website.
11.1 Entire agreement
These Terms supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Us relating to the Service and the other matters dealt with in these Terms.
11.2 No waiver
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
11.3 No Assignment
You may not assign or transfer any rights to any other person without Our prior written consent, which we can withhold in our sole discretion.
11.4 Governing law and jurisdiction
These terms will be governed by and construed in accordance with the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of the Courts of Western Australia.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
- You can give Us notice under this agreement by email at firstname.lastname@example.org.
- We can give You notice under this agreement by publishing a banner notice on the Service or the Website, or by sending email to the email address nominated in Your profile on the Service.
- You agree to keep Your contact information up-to-date in Your profile on the Service.