Geoscape One Time Purchase Terms and Conditions
We’re excited that you’ve signed up to Geoscape! It provides you with easy online access to our Data.
Now that you’ve got a Geoscape Account, you can order our Data either:
- as one time purchases pursuant to these Geoscape One Time Purchase Terms and Conditions (these Terms); or
- by subscribing to a plan that gives you credits on your Geoscape Account to use pursuant to the Geoscape Subscription Terms and Conditions.
- these Geoscape One Time Purchase Terms and Conditions; and
- the Quote for the Data you are purchasing.
You enter into your Data Licence Agreement when you accept a Quote through Geoscape and agree to these Terms when prompted.
You agree that where you accept a Quote, you do so on behalf of your organisation, unless you are purchasing the Data as an individual.
If you are purchasing the Data as an employee, officer, agent, contractor or other representative of an organisation, you warrant to us that you have full legal authority to bind your organisation to these Terms.
We’ve included a brief explanation of each part of these Terms on the left side to help you understand them. However, it’s the words on the right side that legally bind you when you enter into a Data Licence Agreement with us.
If you have any questions, please contact firstname.lastname@example.org.
These are our company details and who we understand you are.
These Terms (and your Quote) apply to your purchase and use of our Data.
So you should read them all!
In these Terms:
- Geoscape Australia, we, us and our refer to PSMA Australia Ltd ACN 089 912 710 of Unit 6, 113 Canberra Avenue, Griffith in the Australian Capital Territory; and
- Customer means the person or entity set out in your Geoscape Account and you and your have a corresponding meaning.
Headings are included for convenience and do not form part of these Terms.
You access our Data through Geoscape.
Geoscape will direct you to indicate the area and attributes that you want to access. Geoscape will then provide you with a Quote for the selected Data.
You then agree to the Quote and these Terms, make your payment and you’re good to go!
Downloading and storing the Data you order is your responsibility, but we won’t remove your access without giving you notice.
- How do you access our Data?
- We will make our Data available to you through Geoscape.
- To order our Data:
- you must indicate the area by selecting it or uploading information which indicates its boundaries;
- you must then select the attributes of our Data that you wish to access;
- we will then provide you with a quote that summarises the Data to be provided and the fee payable for the Data (Quote); and
- you must agree to proceed with the order by accepting the Quote and agreeing to these Terms when prompted.
- You may also order our Data by accepting any custom Quote we provide to you.
- Once your payment has been successfully processed, we will provide you with access to the Data via your Geoscape Account.
- If you mistakenly order Data, we may, in our complete discretion, cancel the order and apply the fees that you have paid as credits on your Geoscape Account, which may be used toward another order. If we do so, your Licence to use the mistakenly ordered Data is revoked and you must permanently delete any copies of that Data in your possession or control and, if requested by us, provide us with evidence or a statutory declaration satisfactory to us that you have permanently deleted the Data.
All fees are payable in advance.
We will process your payments through Geoscape using third party payment processing applications. Your use of those applications is subject to any applicable third party provider terms.
If your payment fails and you don’t not rectify that, we’ll cancel your order and won’t provide you with access to the Data.
- How do you pay for the Data?
- All fees for our Data must be paid in advance.
- You must pay for our Data using the third party payment processing applications available through Geoscape (subject to any applicable third party provider terms), or as otherwise agreed with us.
- You are responsible for ensuring that your nominated payment method has sufficient funds. If your payment fails and you do not rectify the non-payment, we will cancel your order and will not provide you with access to the Data.
You can use our Data internally within your own business as part of your day-to-day business operations.
You can create new material using our Data (Derived Material), but you must only use it internally within your own business as part of your day-to-day business operations too. This applies even if it does not contain any of our Data and even if you own the Intellectual Property Rights in it.
You can allow your contractors to use our Data on your behalf, but you are responsible for that use.
We also impose some restrictions on the use of our Data – see clause 4 below!
If you are a professional services business, note that we give you some additional rights to use our Data in your reports and models.
- How are you allowed to use our Data and material you create using it?
- We grant you a perpetual, non-exclusive, world-wide, non-transferable licence to use the Data you order (and the Intellectual Property Rights which subsist in the Data you order) internally within your own business as part of your day-to-day business operations (the Permitted Purpose) in accordance with your Data Licence Agreement (Licence).
- You may create Derived Material using our Data, but you may only use the Derived Material for the Permitted Purpose and subject to the restrictions in clause 4. This applies even if the Derived Material does not contain any Data and even if you own the Intellectual Property Rights in it. If you do own the Intellectual Property Rights in Derived Material, you agree to only transfer those rights with our prior written consent (which we will not unreasonably withhold) and subject to the condition that the transferee must only use the Derived Material for the Permitted Purpose and subject to the restrictions in clause 4.
- You may permit your contractors to use the Data and Derived Material on your behalf and exclusively for your benefit, on the condition that:
- you are solely responsible for the contractor’s use being in accordance with your Data Licence Agreement, as though they were you; and
- you ensure that the contractor stops using the Data and Derived Material and does not retain any copies of the Data or Derived Material when they complete their work for you.
- If you are a professional services business, you may supply a physical, hard-copy or static electronic format (e.g. PDF, GIF, JPEG or HTML) report or model that:
- only allows Embedded Access to any Data or Derived Material it contains; and
- is created for an individual client,
You can’t provide our Data or material you create using our Data to others, except as expressly permitted above in clause 3.
You also aren’t allowed to use our Data to develop capability or material for commercialisation.
If you want to do either of these things, please contact email@example.com to discuss your licensing options.
- Restrictions on the use of our Data and material you create using it
- Subject to clauses 3.3 and 3.4, you must not make our Data or any Derived Material available to any other person or, if you are a government entity, any other government department, agency, authority or corporation.
- Subject to clause 3.4, you must not use the Data or Derived Material to develop capability (including machine learning capability), products, services, outputs or other material (including machine learning algorithms) for commercialisation or potential commercialisation.
Support is the bedrock of any good relationship.
We can support you in a few different ways, but we suggest you try Geoscape Live Chat first.
We will do our best to answer your questions quickly, especially when it’s urgent. And you promise to help us to help you.
Our support is not unlimited. We may limit some types of support to ten hours per quarter.
- What support will we provide?
- We provide our support services remotely and will communicate with you via Geoscape Live Chat, email or telephone.
- Your first point of contact for support is Geoscape Live Chat, which is available through Geoscape itself. You can also contact Geoscape Help at:
Support Portal: support.psma.com.au
Phone: (02) 6260 9000 (choose #2 for support)
- Geoscape Live Chat and Geoscape Help are based in Canberra and are staffed during business hours, Monday to Friday 8.30am to 5pm Australian Eastern Time. They are not open on national public holidays.
- If you contact Geoscape Live Chat or Geoscape Help out of hours, we will respond at the beginning of the next Business Day.
- Geoscape Live Chat and Geoscape Help are available to:
- support your use of our Data and improve your understanding of our Data; and
- receive information about any faults or errors in our Data and manage and, where reasonably possible, resolve any such faults or errors.
- We will use reasonable endeavours to provide Support Services in a timely manner, considering any urgency expressed by you in a request for Support Services.
- You must cooperate with us in relation to the provision of Support Services and must provide any relevant information reasonably requested by us.
- We may limit the support we provide to support your use of our Data and improve your understanding of our Data to ten hours per calendar quarter in our complete discretion. We won’t limit support related to managing and, where reasonably possible, resolving any faults or errors in our Data.
You agree to include the Geoscape Copyright Notice and Disclaimer with our Data and any material created using our Data.
You should read it for yourself, but it basically says that we get source data from others to create our Data. Some of that source data is open and may be licensed directly to you under an open licence.
It’s also important that you don’t change any names or notices on our Data to make it less clear who owns it.
- What copyright information should you be aware of?
- The Data and its use are subject to the Geoscape Copyright Notice and Disclaimer.
- You must ensure that any copy or expression of the Data and any Derived Material made pursuant to your Data Licence Agreement bears or appropriately references the copyright and disclaimer information set out in the Geoscape Copyright Notice and Disclaimer.
- You must not remove, deface, change, distort, delete or cover up:
- any name or mark on the Data which indicates that we are the owner of the Data; or
- any copyright or other proprietary notices which appear in writing on or in any part of the Data.
- You acknowledge that:
- our Data may be derived from or based upon open data;
- notwithstanding any other provision of your Data Licence Agreement, to the extent that any such open data subsists in our Data, it is licensed directly to you under its open licence terms and is not licensed or sub-licensable under your Data Licence Agreement; and
- information about any such open data and its open licence terms is set out in the Geoscape Copyright Notice and Disclaimer.
Subject to any obligations under the Australian Consumer Law, we are offering our Data “as is”. This means that we make no promises about how accurate, complete or fit for purpose the data is.
We think our Data is valuable, but you promise to make up your own mind about that and not rely on what anyone else says our Data can do for you.
- Our Data is provided ‘as is’. Make your own assessment of it!
- Our Data is provided ‘as is’ and we do not make any representations or provide any warranties (express or implied) about the accuracy or completeness of the Data, or its fitness for any particular purpose or that it is without errors or faults.
- You acknowledge that you will make your own assessment of our Data and will not rely on any information or advice given by us regarding our Data (or any person purporting to represent us) regarding our Data and whether it is reasonably fit for any purpose for which it will be used by you.
- Notwithstanding the above, nothing in your Data Licence Agreement should be interpreted as attempting to exclude, restrict or modify the application of the Consumer Guarantees under the Australian Consumer Law.
Our Data incorporates and is derived from data from a range of third party providers, however, our source data providers do not have any liability to you.
- Source data providers
- You acknowledge and agree that:
- our Data may include, be derived from or based on source data from third party providers;
- our source data providers have not provided any representations or warranties about the accuracy or completeness of the data, or its fitness for any particular purpose; and
- our source data providers may rely on the disclaimers and acknowledgements set out in clause 7 above to the extent that they relate to the source data; and
- our source data providers will not be liable to you for any error, inaccuracy, or incompleteness of the source data or for any use or misuse of the source data by you.
We’re always looking to improve our Data. We encourage you to contact us if you identify any errors in our Data, or have any suggested improvements or corrections.
You acknowledge that we own any improvements or corrections we make, and may roll them out to other customers.
- Data Corrections
- If you notify us of an error in, or suggested corrections or improvements to, our Data, we may use that information to correct or improve the Data. Any Intellectual Property Rights in any improvements or corrections to our Data will vest in us, and we may distribute the improvement, correction and our corrected or improved Data to our other customers.
Intellectual property is very important to us and we always reserve our Intellectual Property Rights.
New Intellectual Property Rights may arise through your use of our Data: they will be yours, unless you create them by simply copying, altering, amending, Thinning, editing or otherwise manipulating our Data (in which case they will be ours).
However, remember we do limit your use of any new material you create using our Data under clauses 3.2 and 4!
We promise that if you use our Data in accordance with your Data Licence Agreement, you won’t infringe anyone’s Intellectual Property Rights.
You must let us know if anyone may be infringing our Intellectual Property Rights or if anyone alleges that use of our Data infringes their Intellectual Property Rights. Where someone makes an allegation like that, we may direct you to stop using our Data and we may refund your fees paid for the Data, or try to work around the issues by providing replacement data.
- What are our Intellectual Property Rights? What are yours?
- There is no transfer of any Intellectual Property Rights in our Data under your Data Licence Agreement.
- To the extent that any new Intellectual Property Rights arise in any material created by copying, altering, amending, Thinning, editing or otherwise manipulating our Data, those new Intellectual Property rights vest in us or are assigned to us on creation. You must not assert any such rights except as required by us for us to enforce our rights.
- Subject to clause 10.2, to the extent that any new Intellectual Property Rights arise in any Derived Material, they will be owned by you but subject to the limitations set out in clause 3.2 and clause 4.
- Subject to clause 6.4 (regarding open data), we warrant that we are entitled to grant you the Licence and that the grant of the Licence does not infringe the Intellectual Property Rights of any third parties.
- You must notify us immediately if you become aware of:
- any actual, suspected or anticipated infringement of our Intellectual Property Rights in our Data; or
- any use of our Data which infringes, is suspected of infringing, or alleged to infringe, the Intellectual Property Rights of a third party.
- Where you notify us in accordance with clause 10.5, you must:
- provide all relevant details regarding the infringement;
- subsequently provide prompt updates on any developments regarding the infringement; and
- comply with any reasonable directions from us relating to the infringement, including stopping use of any Data immediately on request from us.
- Where we direct you to stop using our Data pursuant to clause 10.6(c), we may, in our complete discretion:
- refund you any fees paid by you in respect of the Data we direct you to stop using; or
- provide you with replacement data that will perform in materially the same way as the Data which we direct you stop using.
You mustn’t breach any Privacy Laws and that you won’t let your personnel breach them either.
In particular, you must protect Personal Information by setting up safeguards and security measures.
- What are your privacy obligations?
- You must comply (and ensure that your employees, officers, agents, contractors and other representatives are aware of and comply) with all Privacy Laws and any recommendations made or guidelines issued by the Office of the Australian Information Commissioner with respect to our Data and any Derived Material.
- You must:
- take all reasonable steps to protect Personal Information in your possession or control from misuse, loss, unauthorised access, modification or disclosure, including implementing and maintaining appropriate administrative, physical, and technical safeguards and security measures; and
- not do (or omit to do) anything with respect to Personal Information that causes or is likely to cause us to be in breach of our obligations under any Privacy Laws.
Data security is very important to us.
You promise to keep our Data, any material you create using our Data and Personal Information safe.
You must monitor your devices and systems for Data Breaches.
If you suspect a breach has occurred, you must tell us as soon as you can. You must try to rectify the issue, write up a report of what happened and take action to ensure it doesn’t happen again.
- What are your security obligations? What do you need to do if a Data Breach occurs?
- You must take all reasonable steps to ensure you keep our Data, any Derived Material and Personal Information secure from misuse, loss, unauthorised access, modification or disclosure.
- You must, in accordance with industry best practice, monitor any systems used by you to hold, store or process our Data, any Derived Material or Personal Information for actual or suspected Data Breaches.
- If you become aware or suspect that a Data Breach has occurred, you must:
- immediately notify us of the Data Breach or potential Data Breach;
- use your best endeavours to promptly identify the cause of such Data Breach or potential Data Breach;
- promptly take all reasonable steps within your power to remedy any Data Breach and its consequences;
- use your best endeavours to ensure that any potential Data Breach does not become an actual Data Breach;
- promptly provide to us a written report detailing the cause (or suspected cause) of, and procedure for remedying, the Data Breach and its consequences; and
- take all necessary steps to prevent any recurrence of such a Data Breach or potential Data Breach.
- If you provide us with a notice under clause 12.3, or either of us otherwise suspects that a Data Breach has occurred, you must:
- as soon as reasonably practicable, disclose to us all information you believe to be relevant to that actual or suspected Data Breach;
- co-operate with us and provide all reasonable assistance in investigating whether a Data Breach has occurred and the circumstances surrounding that Data Breach; and
- provide us with access, information and copies of records relevant to the Data Breach as reasonably requested by us.
We’re excited that you’ve chosen to use our Data and we may want to tell others to promote our business. You agree that we may use your trade marks on our website to do that.
Of course, we are happy to display your trade marks in the way you prefer.
- Use of your trade marks on our website
- Unless you provide us with written notice stating otherwise, you grant to us a limited, non-exclusive, worldwide, royalty-free licence to use your trade marks (registered or unregistered) for the purpose of indicating that you are a Geoscape customer on our website.
- We will comply with your reasonable directions regarding the form of your trade marks, for example, in relation their completeness, scale and colour.
We both agree to keep each other’s Confidential Information confidential!
If either of us suspects a breach of the other’s confidentiality, we must immediately let each other know and try to stop any further unauthorised use or disclosure.
- How do each of us need to handle Confidential Information?
- Both parties:
- may use Confidential Information solely for the purposes reasonably contemplated by your Data Licence Agreement;
- subject to 14.1(c), must keep confidential all Confidential Information; and
- may disclose Confidential Information only to (i) their employees, contractors and professional advisors who (A) are aware and agree that the Confidential Information must be kept confidential and (B) have a need to know the Confidential Information (and only to the extent that each has a need to know); (ii) as required by law or securities exchange regulation; and (iii) with the prior written consent of the other party.
- Each party must notify the other immediately if they become aware of any breach of confidentiality in respect of the other’s Confidential Information and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.
We can conduct an audit if we give you 5 Business Days’ notice. You promise to cooperate and give us the information we need to do so.
If an audit reveals that you have breached your Data Licence Agreement, you promise to try to rectify that and we may suspend your Data Licence Agreement until you do.
If you have materially breached your Data Licence Agreement, you must pay for the cost of any audit.
- How can we audit you?
- We may conduct an audit at any time on no less than 5 Business Days’ notice to you. You must, on request by us or our nominee, provide all requested documents and materials that relate to your Data Licence Agreement and allow all necessary access to your systems and relevant employees, officers, agents, contractors and other representatives to ensure compliance with your Data Licence Agreement (including your privacy and data security obligations).
- If an audit identifies any non-compliance with your obligations under your Data Licence Agreement, then:
- you must take all reasonable actions necessary to address the relevant non-compliance to our reasonable satisfaction; and
- we may suspend your Licence until such a time as you take all reasonable actions in accordance with clause 15.2(a).
- Where an audit reveals that you have materially breached your Data Licence Agreement, you must pay for the cost of the audit.
- Nothing in this clause 15 limits our ability to revoke your Licence.
You must follow any applicable export and economic sanction laws.
This means that there may be certain countries, organisations and people that you can’t use our Data to do business with.
- Export control restrictions may apply
- You must comply with all applicable export control laws, rules and regulations, as applicable.
- You acknowledge that export, sanctions and embargo laws may prohibit you from selling, reselling, exporting, re-exporting, trading or otherwise transferring certain products and services within certain countries or with certain entities and persons.
Rest assured that nothing in your Data Licence Agreement limits your consumer guarantees under the Australian Consumer Law.
However, as is standard market practice, we each agree that we limit our liability to each other.
Note that the liability cap does not apply to the indemnities we give to each other.
- What is the extent of our liability to each other?
- The maximum aggregate liability of either party for any Loss, however caused (including by the negligence of that party), suffered by the other party in connection with the use of our Data is limited to the Liability Cap.
- Each party agrees that the limitation of liability in clause 17.1 does not apply in respect of the indemnities set out in clause 18.
- Notwithstanding the above, nothing your Data Licence Agreement should be interpreted as attempting to exclude, restrict or modify the application of the Consumer Guarantees under the Australian Consumer Law.
Rest assured that nothing in your Data Licence Agreement limits your consumer guarantees under the Australian Consumer Law.
However, as is standard market practice, we each agree that we limit our liability to each other.
Note that the liability cap does not apply to the indemnities we give to each other.
If you breach any terms of your licence or do something else that causes us loss, you agree to cover our associated costs.
If our Data infringes someone else’s Intellectual Property Rights, we will cover your costs.
However, we will not be responsible for any Consequential Loss or infringement claims to the extent they are caused by your unexpected or uncooperative acts or inaction. Where we do need to cover your costs, we may conduct any related legal proceedings and you must cooperate with that.
- How do we each indemnify each other?
- You agree to indemnify and hold us harmless from and against all Losses (including all legal costs, and any other associated fees and costs) we incur as a direct or indirect result of:
- any breach of terms of the Licence, including using our Data or Derived Material for a purpose other than the Permitted Purpose; and
- any negligent act or omission or wilful misconduct by you, your employees, agents, servants, contractors or others for whom you are legally responsible.
- Subject to clause 18.3, we agree to indemnify and hold you harmless from and against all Losses (including all legal costs, and any other associated fees and costs) you incur as a direct or indirect result of any third party claim against you alleging that the Data infringes the Intellectual Property Rights of any person. However, we will not indemnify you:
- to the extent you make any modifications to our Data and those modifications contribute to the claim;
- where you use our Data in combination with any hardware, software or other products or services in a manner that causes the infringement and such combination was not within the reasonable contemplation of the parties given the intended use of our Data;
- where the infringement arises due to your failure to use an update for our Data that is made available to you by us;
- where you do not comply with any specifications or directions provided by us relating to our Data; or
- where the infringement arises due to your use of our Data in a manner that not authorised under your Data Licence Agreement.
- Where you make a claim against us pursuant to clause 18.2, in no event will we be liable for any Consequential Loss.
- Where you rely on the indemnity in clause 18.2:
- we may conduct any legal proceedings;
- you must provide us with all reasonable assistance to allow us to defend the claim;
- you must follow any reasonable direction we give you; and/li>
- you must not settle or make any admissions of liability without first obtaining our written consent.
- Each party has a duty to mitigate its Losses that would otherwise be recoverable from the other party under your Data Licence Agreement by taking appropriate and commercially reasonable steps to reduce or limit the amount of such Losses.
This is where we explain what can happen if either of us does something we shouldn’t.
We can end your Data Licence Agreement if:
- you have done something against the law or to cause us reputational damage;
- you allow unauthorised access to our Data, material you create using our Data or Geoscape;
- you become insolvent;
- you breach your Data Licence Agreement, and don’t fix it within 14 days of us asking you to; or
- you breach your Data Licence Agreement and that breach can’t be fixed.
If this happens, your right to use our Data ends and you must delete any Data and material you created using our Data.
- When might your Licence be suspended or revoked?
- Without limiting our other rights under your Data Licence Agreement, and to the extent permitted by law, we may revoke or suspend your Licence, with immediate effect by written notice to you if we have reasonable grounds to suspect that you:
- have contravened or are contravening any Laws;
- due to your act or omission, have caused damage to our reputation, goodwill or other interests;
- due to your act or omission, have allowed unauthorised access to our Data, Derived Material or Geoscape;
- have breached any term of your Data Licence Agreement and:
- if the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice from us requiring the breach to be remedied; or
- the breach is not capable of remedy; or
- are subject to an Insolvency Event;
- On revocation of your Licence pursuant to clause 19.1:
- your Data Licence Agreement will terminate with immediate effect;
- you must, at your cost, delete any Data and Derived Material subject to the revoked Licence in your possession or control; and
- on request from us, sign and return to us a statutory declaration satisfactory to us confirming your compliance with clause 19.2(b) within 14 days of our request.
- Each party retains any rights, entitlements or remedies it has accrued before termination, including the right to pursue all remedies available to either party at law or in equity.
Tax is important! So, you agree to pay GST where it is applicable.
The fees in your Quote do not include GST (unless we expressly say otherwise).
- How is GST payable?
- In this clause, words and expressions which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended, varied or replaced from time to time) have the same meaning given to them by that Act.
- Unless otherwise expressly stated in writing in your Data Licence Agreement, all amounts payable by you in connection with your Data Licence Agreement do not include an amount for GST. If GST is payable on any supply made by us under your Data Licence Agreement, you must pay to us, in addition to and at the same time as the payment for the supply, an amount equal to the amount of GST on the supply. Where you are required by your Data Licence Agreement to reimburse or indemnify us for any Loss or other amount incurred, the amount to be reimbursed or paid will be reduced by the amount of any input tax credit that we will be entitled to claim for the Loss or amount incurred and increased by the amount of any GST payable by us in respect of the reimbursement or payment.
We do our best, but sometimes things might not add up in our documents.
Where this happens look at your Quote first, followed by these Terms, then lastly any other documents that are referred to.
- What if there is inconsistency in the terms and conditions?
- Unless otherwise specified in your Data Licence Agreement, in the event of an inconsistency between the documents which make up your Data Licence Agreement, the following order of precedence will apply to the extent of the inconsistency:
- your Quote;
- these Terms; then
- any other documents incorporated by reference.
Last are what the lawyers call the ‘boilerplates’. Don’t worry, you are nearly there!
You can’t transfer any promises you make to us or rights you have to someone else without our permission./p>
If we don’t think it will affect your rights, we can assign, subcontract and deal with our rights and obligations.
We both agree that we only waive our rights if we let one another know in writing that we are doing so.
If any part of your Data Licence Agreement is found to be unworkable, that part will be severed, and the rest of your Agreement will live on.
Speaking of living on, certain terms will still be binding even if your Data Licence Agreement is terminated.
Like in any good relationship, each of us will behave in a manner that supports the promises we’ve given each other.
Your Data Licence Agreement does not make us partners. We are independent contractors to each other.
We should give each other notice via email.
Your Data Licence Agreement is governed by the laws of the Australian Capital Territory.
- General provisions
- In your Data Licence Agreement:
- the singular includes the plural and vice versa;
- the word person includes a firm, a body corporate, an unincorporated association, body or organisation established pursuant to international treaty, intergovernmental body, government authority or other official authority;
- a reference to a document or legislation includes a reference to that document or legislation as varied, amended, novated or replaced from time to time;
- the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’ or ‘such as’ or similar expressions;
- a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and permitted assigns;
- no provision will be construed to the disadvantage of a party merely because that party was responsible for its preparation or inclusion.
- You must not assign or otherwise deal with any of your rights or obligations under your Data Licence Agreement without our prior written consent. We may, to the extent permitted by law, assign, subcontract or deal with any of our rights or obligations under your Data Licence Agreement (including any right to be paid or chose in action) at any time in circumstances where, in our reasonable opinion, the assignment will not adversely affect your rights.
- A failure to exercise or delay in exercising any right under your Data Licence Agreement does not constitute a waiver and any right may be exercised in the future. Waiver of any rights under your Data Licence Agreement must be in writing and is only effective to the extent set out in that written waiver.
- If any provision of your Data Licence Agreement is void, unenforceable or illegal and would not be so if words were omitted, then those words are to be severed and if this cannot be done, the entire provision is to be severed from your Data Licence Agreement without affecting the validity or enforceability of the remaining provisions.
- The termination your Data Licence Agreement does not operate to terminate any rights or obligations under your Data Licence Agreement that by their nature are intended to survive termination, and those rights or obligations remain in full force and binding on the party concerned. These may include the rights and obligations under clauses 3, 4, 6, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20 and 21.
- Each party must:
- do all acts necessary or desirable to give full effect to your Data Licence Agreement; and
- refrain from doing anything which might prevent full effect being given to your Data Licence Agreement.
- The relationship between the parties is and will remain that of independent contractors, and nothing in your Data Licence Agreement constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.
- Other than where notices are required to be hand delivered by law, notices from a party must be delivered electronically and sent to the following email addresses:
- where you send notice to us, our contact email address as set out in Geoscape from time to time: and
- where we send notice to you, the email address as nominated as part of your Geoscape Account.
- Notices will be deemed to have been received by email within one hour of the email being sent (unless the sender knows that email has failed).
- Your Data Licence Agreement is governed by the laws in force in Australian Capital Territory, and the parties submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and the Federal Court of Australia.
In your Subscription Agreement, the words below have the following meanings:
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.
Business Day means any day except a Saturday, Sunday or public holiday in the place in which an act is to be done.
Confidential Information means all information and other content disclosed by the parties to each other and includes all information relating to our Data and Derived Material, the Subscription Plan and the prices of our Data or Licence but excludes information that:
- is public knowledge or becomes available to a party from a source other than the other party (otherwise than as a result of a breach of confidentiality); or
- is rightfully known to, or in the possession or control of a party and not subject to an obligation of confidentiality in accordance with the terms of your Subscription Agreement.
Consequential Loss means:
- any form of indirect, special or consequential loss, including loss of reputation, loss of profits, loss of data, loss of actual or anticipated savings, loss of bargain and loss of opportunity; and
- any loss beyond the normal measure of damages.
Consumer Guarantee means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.
Data means the data products that we make available through Geoscape from time to time, and, where applicable, means the data products described in the Quote and licensed to you by us under your Data Licence Agreement.
Data Breach means any:
- loss of; or
- unauthorised access to, use of, viewing, extraction, copying, transmission, disclosure or modification of,
any Data, Derived Material or Personal Information.
Derived Material means any product, service, output or other material that is created or developed using our Data, that may or may not contain some Data, and includes any product, service, output or other material that is created or developed using Derived Material. For example, a product that is created using our Data is Derived Material, and so is any secondary product that is created from that first product.
Embedded Access means access that does not allow data (or any accompanying tables, metadata or other content) to be altered, extracted, downloaded, scraped or otherwise harvested.
Geoscape Account means the account that you register to be able to access and use Geoscape.
Geoscape means the data delivery website made available by us at https://geoscape.app from time to time.
Geoscape Copyright Notice and Disclaimer means the webpage available at https://geoscape.com.au/legal/data-copyright-and-disclaimer/ which sets out the copyright and disclaimer information for our Data, as updated by us from time to time.
Insolvency Event means, in relation to a body corporate, a liquidation or winding up or the appointment of a voluntary administrator, receiver, manager or similar insolvency administrator to that body corporate or any substantial part of its assets; in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors; in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or the occurrence of any event that has substantially the same effect to any of the preceding events.
Intellectual Property Rights means any and all intellectual and industrial property rights anywhere in the world including, but not limited, to the rights comprised in any copyright (including database rights), trade marks, patents, confidential information (including Confidential Information) and trade secrets, know-how and processes.
Laws means all laws, statutes, ordinances, rules, regulations, by-laws, decrees, orders and the like, whether of a government or other authority or agency having jurisdiction over you.
Liability Cap means the total aggregate liability of each party to the other party under clause 17.1, and will capped at the total amount of the fees paid by you under your Data Licence Agreement.
Licence has the meaning in clause 3.1.
Loss means any loss, liability, cost, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and includes direct loss and Consequential Loss.
Permitted Purpose has the meaning set out in clause 3.1.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Privacy Laws means:
- the Privacy Act 1988 (Cth), including the Australian Privacy Principles;
- any applicable privacy code approved under the Privacy Act 1988 (Cth); and
- any other applicable laws or codes governing Personal Information;
as amended or replaced from time to time.
Support Services means the support services set out in clause 5.
Thinning means the manipulation of data to reduce the storage space required for our Data, achieved by deleting intermediate or redundant data points defining a linear feature or boundary, whilst preserving the general shape fidelity of the boundary or feature.