SAAS Special Conditions - Anditi

SAAS Special Conditions

Welcome to the online headquarters of Anditi Pty Ltd ACN 601 858 002 (Anditi, we, us or our). Thank you for choosing us for your data analytics and spatial insights. We are excited to have you join us!

Before you embark on this journey with us, please read our SAAS Special Conditions below (SAAS Special Conditions) as well as the Anditi General Terms of Use available on the Anditi website at www.anditi.com/terms (General Terms of Use) (together the SAAS Special Conditions and General Terms of Use are referred to as Terms). These Terms are binding on any use of the Product and they will apply to you from the time we provide you with access to the Product.

As we improve our products, build new features and upgrade our services, these Terms may change from time to time. We will ensure that you will be notified via email if these changes affect your service. You will also be able to find the most up to date Terms on our website at www.anditi.com/terms.

1. THE BASICS

1.1 AGREEMENT

(A) THE TERMS FORM PART OF A LEGALLY BINDING CONTRACT BETWEEN YOU AND US REGARDING YOUR USE OF THE PRODUCT.

(B) THE TERMS OF USE ARE TO BE READ IN COMBINATION WITH OUR PRIVACY POLICY, OUR FEE SCHEDULE AND OUR PRODUCT DESCRIPTION. UNLESS SPECIFICALLY EXPRESSED IN A SEPARATE AGREEMENT SIGNED BY ANDITI, OUR PRIVACY POLICY, OUR FEE SCHEDULE, OUR PRODUCT DESCRIPTION AND THE TERMS MAKE UP THE WHOLE AGREEMENT BETWEEN US AND YOU (THE AGREEMENT).

(C) IF THERE IS ANY INCONSISTENCY BETWEEN ANY PROVISION OF ANY OF THE DOCUMENTS LISTED BELOW, THE PROVISION IN THE DOCUMENT LISTED HIGHER IN THAT LIST WILL APPLY, TO THE EXTENT OF THE INCONSISTENCY ONLY:

(I) FEE SCHEDULE;

(II) PRODUCT DESCRIPTION;

(III) THE SAAS SPECIAL CONDITIONS;

(IV) THE PRIVACY POLICY; AND

(V) GENERAL TERMS OF USE.

(D) FOR DEFINITIONS OF WORDS AND TERMS, SEE CLAUSE 9.

1.2 LICENSE

THE GENERAL FORM OF THE AGREEMENT IS THAT WE GRANT YOU A LICENSE (A LIMITED, NON-EXCLUSIVE, NON-TRANSFERRABLE LICENCE FOR THE APPROVED PURPOSE) TO USE THE PRODUCT FOR A TERM, IN RETURN FOR THE FEE.

2. YOUR OBLIGATIONS

IT IS YOUR RESPONSIBILITY TO MAKE SURE YOU LOOK AFTER YOUR ACCOUNT AND USAGE. IF YOU DO NOT ABIDE BY YOUR OBLIGATIONS, OR IF YOU VIOLATE THE AGREEMENT, WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT, AS STATED IN CLAUSE 5 OF THE GENERAL TERMS OF USE.

2.1 YOUR ACCOUNT

(A) TO ACCESS THE PRODUCT, YOU FIRST CREATE AN ANDITI USER ACCOUNT. YOU MAY ALSO NEED TO CREATE AN ACCOUNT FOR YOUR ORGANISATION, DEPENDING ON YOUR SUBSCRIPTION TYPE. YOU ACKNOWLEDGE AND AGREE:

(I) YOU ARE RESPONSIBLE FOR PROTECTING THE CONFIDENTIALITY OF YOUR ACCOUNT AND PASSWORDS;

(II) USE OF YOUR PASSWORD OR ACCOUNT BY ANY OTHER PERSON MAY RESULT IN THE CANCELLATION OF YOUR ACCOUNT;

(III) YOU AGREE TO IMMEDIATELY NOTIFY US OF ANY UNAUTHORISED USE OF YOUR PASSWORD OR EMAIL ADDRESS OR ANY BREACH OF SECURITY OF WHICH YOU HAVE BECOME AWARE;

(IV) YOU ARE RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT, REGARDLESS OF WHETHER THE ACTIVITIES ARE UNDERTAKEN BY YOU, YOUR EMPLOYEES OR A THIRD PARTY (INCLUDING YOUR CONTRACTORS OR AGENTS); AND

(V) YOU MAY CREATE ADDITIONAL USER ACCOUNTS FOR USERS WITHIN YOUR ORGANISATION IF YOU ARE AN ADMINISTRATOR WITHIN YOUR ORGANISATION.

(B) WHEN YOU REGISTER FOR AN ACCOUNT, YOU MAY BE REQUIRED TO PROVIDE US WITH SOME INFORMATION ABOUT YOURSELF, SUCH AS YOUR PHONE NUMBER OR OTHER CONTACT INFORMATION. YOU AGREE THAT THE INFORMATION YOU PROVIDE TO US IS ACCURATE AND THAT YOU WILL KEEP IT ACCURATE AT ALL TIMES. ALL PERSONAL INFORMATION PROVIDED BY YOU IS SUBJECT TO THE PRIVACY POLICY.

2.2 ACCESS AND FAIR USE

(A) YOUR ACCESS TO THE WEBSITE AND THE PRODUCT WILL BEGIN WHEN YOU PAY THE FEE AND CONTINUES FOR THE TERM. AT THE END OF THE TERM, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED AND BILLED AGAIN AT THE SAME SUBSCRIPTION LEVEL, UNLESS YOU CHOSE TO CANCEL YOUR SUBSCRIPTION BEFORE THE NEXT BILLING CYCLE.

(B) INFORMATION REGARDING BILLING DATES, FEES AND INVOICING CAN BE FOUND IN THE FEE SCHEDULE.

(C) TO ENSURE FAIR USE, IN SITUATIONS WHERE WE BELIEVE YOU ARE USING THE PRODUCT EXCESSIVELY OR INAPPROPRIATELY AND SLOWING IT DOWN FOR OTHER CUSTOMERS, WE MAY HAVE TO TAKE ACTION TO MAKE IT FAIR FOR EVERYONE.

(D) YOU MUST NOT USE THE PRODUCT OR WEBSITE FOR ANY ILLEGAL OR UNAUTHORISED USE.

(E) YOU MUST NOT USE THE PRODUCT OR THE WEBSITE IN CONNECTION WITH ANY COMMERCIAL ENDEAVOURS EXCEPT THOSE THAT ARE SPECIFICALLY ALLOWED BY THE APPROVED PURPOSE.

(F) YOU ACKNOWLEDGE THAT THE PRO ADD-ON FEATURES WILL ONLY BE AVAILABLE ON A CASE-BY-CASE BASIS.

3. FREE TRIAL PERIOD

3.1 WE MAY OFFER CERTAIN PRODUCTS TO YOU AT NO CHARGE, INCLUDING FREE ACCOUNTS AND TRIAL USE FOR A LIMITED TIME PERIOD.

3.2 SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT AND THE LAW, WE GRANT YOU A LIMITED, NON-EXCLUSIVE, NON-TRANSFERRABLE LICENCE TO USE THE FREE TRIAL PRODUCTS SUBJECT TO ANY ADDITIONAL TERMS THAT WE MAY SPECIFY.

3.3 THE FREE TRIAL PERIOD WILL BE CAPPED AT 14 DAYS WITH ACCESS TO 10 SITES, AFTER WHICH TIME YOU WILL BE PROMPTED TO CHOOSE A PACKAGE AND MONTHLY BUNDLE AND ENTER PAYMENT DETAILS TO CONTINUE ACCESSING THE PRODUCT.

3.4 DURING THE FREE TRIAL PERIOD YOU MAY ONLY USE THE PRODUCT FOR THE PURPOSE OF DETERMINING IF YOU WISH TO PURCHASE A LICENCE FROM US AND YOU MUST NOT AT ANY TIME USE THE PRODUCT FOR ANY COMMERCIAL OR ILLEGAL PURPOSE.

3.5 WE RESERVE THE RIGHT TO TERMINATE YOUR LICENCE AT ANY TIME, IN ACCORDANCE WITH CLAUSE 5 OF THE GENERAL TERMS OF USE.

4. SUBSCRIPTION

4.1 YOUR SUBSCRIPTION WILL COMMENCE ONCE YOU CREATE YOUR PAID ACCOUNT AND WILL CONTINUE AS DESCRIBED IN CLAUSE 5 BELOW.

4.2 YOUR LEVEL OF ACCESS TO THE PRODUCT WILL BE DETERMINED BY YOUR PACKAGE, WHICH YOU CAN UPGRADE AS STATED IN CLAUSE 7.1 BELOW.

4.3 ONCE YOU SEARCH AND CONFIRM A SITE, IT WILL BE ACCESSIBLE TO YOU FOR A PERIOD OF 90 DAYS. IF YOU ARE REGISTERED UNDER AN ORGANISATION ACCOUNT, THE SITE WILL ALSO BE ACCESSIBLE TO YOUR COLLEAGUES DURING THE 90 DAY PERIOD.

4.4 IF THE PRO ADD-ON FEATURE IS AVAILABLE AT A SITE, YOU CAN CHOOSE TO ACTIVATE IT FOR THAT PARTICULAR SITE. ONCE ACTIVATED, THE PRO ADD-ON FEATURE WILL REMAIN ACTIVE ON THE SITE FOR THE REMAINDER OF THE 90 DAY PERIOD.

4.5 THE PRO ADD-ON FEATURE WILL BE CHARGED AS A ONE-OFF FEE AS OUTLINED IN THE FEE SCHEDULE AND INVOICED IN ACCORDANCE WITH CLAUSE 6.

4.6 IF YOU ACCESS MORE SITES THAN INCLUDED IN YOUR MONTHLY BUNDLE, YOU WILL BE CHARGED AN ADDITIONAL SITE FEE FOR EACH SITE ACCESSED ABOVE THE MONTHLY BUNDLE.

5. PAYMENT

5.1 FEES WILL BE CHARGED IN ACCORDANCE WITH THE FEE SCHEDULE AVAILABLE ON THE WEBSITE.

5.2 ALL PAYMENTS MADE IN THE COURSE OF YOUR USE OF THE PRODUCT ARE MADE USING STRIPE (STRIPE). YOU ACKNOWLEDGE AND AGREE THAT IN USING THE WEBSITE OR THE PRODUCT OR WHEN MAKING ANY PAYMENT IN RELATION TO YOUR USE OF THE PRODUCT, YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE STRIPE TERMS AND CONDITIONS WHICH ARE AVAILABLE ON THEIR WEBSITE.

5.3 YOU ACKNOWLEDGE AND AGREE THAT WHERE A REQUEST FOR THE PAYMENT OF THE FEE IS RETURNED OR DENIED, FOR WHATEVER REASON, BY YOUR FINANCIAL INSTITUTION OR IS UNPAID BY YOU FOR ANY OTHER REASON, THEN YOU ARE LIABLE FOR ANY COSTS, INCLUDING BANKING FEES AND CHARGES ASSOCIATED WITH THE FEES OR THE RETURN, DENIAL OR NON-PAYMENT.

5.4 SUBJECT TO ANY RIGHTS YOU MAY HAVE UNDER THE LAW, INCLUDING THE AUSTRALIAN CONSUMER LAW, WE WILL ONLY PROVIDE YOU WITH A REFUND OF THE FEE IN THE EVENT WE ARE UNABLE TO CONTINUE TO PROVIDE THE PRODUCT TO YOU, OR IF WE MAKE A DECISION, AT OUR ABSOLUTE DISCRETION, THAT IT IS REASONABLE TO DO SO UNDER THE CIRCUMSTANCES. WHERE THIS OCCURS, THE REFUND WILL BE IN THE PROPORTIONAL AMOUNT OF THE FEE THAT REMAINS UNUSED FOR THE BILLING PERIOD.

6. INVOICING

6.1 WE WILL INVOICE YOU FOR THE FEES AS FOLLOWS:

(A) THE SUBSCRIPTION LEVEL FEE WILL BE INVOICED MONTHLY IN ADVANCE; AND

(B) THE ADDITIONAL SITE FEES AND PRO ADD-ON FEES WILL BE INVOICED MONTHLY IN ARREARS.

6.2 THE INVOICE WILL BE ITEMISED SHOWING THE BREAKDOWN OF FEES.

6.3 THE INVOICE WILL BE ISSUED MONTHLY ON THE BILLING DATE.

6.4 YOU MUST PAY TO US THE AMOUNT STIPULATED IN THE INVOICE IN FULL WITHIN 14 DAYS OF ISSUE.

6.5 ANY DISCREPANCY IN FEES OWED BUT NOT YET INVOICED (FOR EXAMPLE, AS A RESULT OF A MISCALCULATION) MAY BE INVOICED BY US TO YOU AS A SEPARATE INVOICE AND WILL BE PAYABLE WITHIN 14 DAYS OF ISSUE.

7. VARIATION

7.1 YOU CAN UPGRADE:

(A) YOUR PACKAGE AT ANY TIME DURING THE TERM, WITH A CORRESPONDING INCREASE TO YOUR FEE AS OUTLINED IN THE FEE SCHEDULE ON THE WEBSITE, EFFECTIVE FROM THE TIME OF UPGRADE; AND

(B) YOUR MONTHLY BUNDLE, WITH A CORRESPONDING INCREASE TO YOUR FEE AS OUTLINED IN THE FEE SCHEDULE ON THE WEBSITE, EFFECTIVE FROM THE FOLLOWING INVOICE PERIOD.

7.2 IF YOU UPGRADE YOUR SUBSCRIPTION LEVEL, YOU CANNOT DOWNGRADE DURING THE TERM UNLESS EXPLICITLY AGREED TO IN WRITING BY US.

7.3 WE RETAIN THE RIGHT TO VARY THE FEE SCHEDULE AT ANY TIME AND, IF WE DO, WE WILL GIVE YOU AT LEAST 14 DAYS’ NOTICE PRIOR TO THE CHANGE.

7.4 ANY CHANGES TO THE FEE SCHEDULE WILL COME INTO EFFECT AT THE END OF THE TERM, UNLESS YOU UPGRADE YOUR SUBSCRIPTION LEVEL, IN WHICH CASE YOU WILL BE CHARGED IN ACCORDANCE WITH THE FEE SCHEDULE AT THE TIME OF THE UPGRADE.

8. AMENDMENTS

8.1 WE MAY AT ANY TIME AMEND THESE SAAS SPECIAL CONDITIONS BY NOTICE TO YOU. THE AMENDED SAAS SPECIAL CONDITIONS WILL ALSO BE POSTED ON THE WEBSITE. ANY SUCH AMENDMENT WILL TAKE EFFECT AT THE TIME STATED IN OUR NOTICE TO YOU OR, IF NO SUCH TIME IS STATED, AT THE TIME WE SEND THE NOTICE TO YOU.

9. DEFINITIONS

In this Agreement, unless the context indicates a contrary intention:

Additional Site Fee means the Additional Site Fee stated in the Fee Schedule.

Agreement means the agreement between you and us as defined and described in clause 1.1(b).

Anditi means Anditi Pty Ltd ACN 601 858 002, and includes we, us and our.

Approved Purpose means your internal business use of the Product in a way that does not make the Product or any Derivative Works available to any third party, except where it is used in a Fixed-layout Report or except with our prior written consent.

Australian Consumer Law means the Australian Consumer Law under the Competition and Consumer Act 2010 (Cth).

Derivative Works means any new work created by you that includes or embeds all or part of the Product.

Fee means the Licence cost for the Product as stated in the Fee Schedule on the Website, comprising of the Subscription Level Fee, Additional Site Fee (if applicable) and the Pro Add-on Fee (if applicable).

Fee Schedule means the information relating to Fees on the Website, which may be updated or amended by us from time to time.

Fixed-layout Report means the extracted image of a Site, for use in a report, that does not contain georeferenced information.

General Terms of Use means the Anditi General Terms of Use current at the relevant time and available on the Anditi website at www.anditi.com

Licence means the licence granted to you to use the Product as further described in this Agreement.

Monthly Bundle means the Site bundle size you choose when you purchase the Licence for the Product as stated in the Fee Schedule and on the Website and as may be varied from time to time in accordance with clause 7.

Package means the functionality level you choose when you purchase the Licence for the Product as stated in the Fee Schedule and on the Website and as may be varied from time to time in accordance with clause 7.

Privacy Policy means the Privacy Policy on the Website.

Pro Add-on Feature means the additional analytics feature set, as described in the Product Description.

Pro Add-on Fee means the fee for the Pro Add-on Feature purchased by you as stated in the Fee Schedule and on the Website.

Product means any Product offered by us via the Website, as described on the Website.

Product Description means the information relating to the Product, features and inclusions on the Website which may be updated or amended by us from time to time.

Site means a geographical area of interest defined by a bounding polygon with size the lesser of the area required to cover a deposited plan lot within Australia or New Zealand, and 10,000 square metres. Where a deposited plan lot does not fit inside a 10,000 square metre polygon, the location of the centre of the polygon within the lot can be selected by you.

Subscription Level means the Package and Monthly Bundle that you subscribe for when you purchase the Licence for the Product, as may be varied from time to time in accordance with clause 7.

Subscription Level Fee means the fee for your Subscription Level as stated in the Fee Schedule and on the Website for your Package and Monthly Bundle.

Term is the duration of the Licence you purchase on the Website, subject to clause 5 of the General Terms of Use.

Website means all web pages and sub-sites available within the anditi.com domain www.anditi.com. you means you, the customer, and includes your.