Geoscape Subscription Terms and Conditions
We’re excited you’ve chosen to subscribe to Geoscape! It provides you with easy online access to our Data.
- these Geoscape Subscription Terms and Conditions (these Terms); and
- your Subscription Plan.
You enter into your Subscription Agreement when you:
- sign up to a Subscription Plan online through Geoscape and agree to these Terms when prompted; or
- sign and return a hard copy Subscription Plan to us.
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 Subscription Agreement with us.
If you have any questions, please contact email@example.com.
These are our company details and who we understand you are.
These terms (and your Subscription Plan) apply to your use of our Data.
You should read them all!
In these Terms:
- PSMA, 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
- Subscriber means the person or entity set out in your Geoscape Account or Subscription Plan and you and your have a corresponding meaning.
Headings are included for convenience and do not form part of these Terms.
The length of your subscription period is set out in your Subscription Plan. Your subscription will automatically renew for periods of the same length, but please check clauses 9, 10, 11, 21, 22 and 23 of these Terms for some reasons why it may end earlier.
Your subscription will be ongoing until one of us lets the other know that we’re ending it.
You can unsubscribe through your Geoscape account.
- When does your Subscription Agreement start and how long does it continue?
- The Subscription Term commences on the date you sign up to a Subscription Plan (whether electronically through Geoscape, or by signing and returning a hard copy of your Subscription Plan) and thereby enter into your Subscription Agreement. It will continue for the Initial Term and any Further Term entered into under clause 1.2, unless terminated earlier in accordance with clauses 9, 10, 11, 21, 22 and 23.
- At the expiry of the Initial Term or any Further Term, your Subscription Agreement and the Subscription Term will automatically renew for a Further Term, unless you unsubscribe through your Geoscape Account, or we give you notice at any time prior to the expiration of the Initial Term or the then current Further Term (as the case may be) that your Subscription Agreement will not be renewed for a Further Term.
- Where you unsubscribe or notice is provided in accordance with clause 1.2, your Subscription Agreement and the Subscription Term will remain in effect and not expire until the later of:
- where you have used all of your Data Credits, at the end of the Initial Term or the then current Further Term (as the case may be); or
- where you still have unused Data Credits, the date on which you have used these Data Credits, or at the end of the period within which you must use your Data Credits under clause 2.4 (whichever is earlier).
You must pay us our Fee when you first sign up to your Subscription Plan, and on each renewal of your subscription. In other words, you pay us for your Data Credits up front.
If your payment doesn’t go through and you don’t fix that within five business days, we may terminate your Subscription Agreement.
We understand that you won’t always use your Data Credits within the subscription period in which they were purchased, so we will let you use your Data Credits for one month after this period ends.
- What fees are payable and when can you use your Data Credits?
- The price you must pay is the fee specified in your Subscription Plan (Fee).
- The Fee must be paid at the commencement of the Initial Term and each Further Term. If payment of your Fee is not successful because of expiration of a credit card, insufficient funds or otherwise and you do not pay the Fee within 10 Business Days, we may immediately terminate your Subscription Agreement.
- When you pay the Fee, we credit your Geoscape Account with the corresponding Data Credits set out in your Subscription Plan.
- Your Data Credits must be used within either:
- one month of receiving the Data Credits, if you have signed up to a monthly Subscription Plan; or
- one year of receiving the Data Credits, if you have signed up to an annual Subscription Plan,
plus one additional month. For example:
- if you have signed up to a monthly Subscription Plan and we credit your Geoscape Account with Data Credits on 1 April 2020, those Data Credits must be used by 1 June 2020; or
- if you have signed up to an annual Subscription Plan and we credit your Geoscape Account with Data Credits on 1 April 2020, those Data Credits must be used by 1 June 2021.
- For the sake of clarity, if Data Credits are not used within the period set out in clause 2.4, those Data Credits cannot be used to access our Data in accordance with clause 3.
You access our Data through Geoscape.
Geoscape will direct you to indicate your area of interest and the attributes that you want to access.
Once you have chosen the Data you want to order, we will let you know how many Data Credits we will deduct from your Geoscape Account.
You then agree to these terms and you are good to go! Downloading and storing the Data you order is your responsibility, but we won’t remove your access without giving you notice.
Mistakes happen! So, we may agree to refund your Data Credits if you order Data by mistake. If we do agree to give you a refund, you mustn’t use the Data – you must permanently delete it.
- How do you access our Data?
- We will make our Data available to you through Geoscape.
- To order our Data:
- you must indicate your area of interest 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 number of Data Credits which will be deducted from your Geoscape Account for that Data; and
- you must agree to proceed with the order based on the quote.
We will then provide you with access to the Data and deduct the Data Credits from your Geoscape Account per the quote.
- If you mistakenly order Data, we may cancel the order and refund your Data Credits in our complete discretion. If we do so, your Licence to use that 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 this 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 5 below!
If you are a professional services business, note 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 subsists 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 Subscription 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 5. 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 to another 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 5.
- 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 Subscription Agreement, as though they were you; and
- you ensure that the contractor does not retain any copies of the Data or Derived Material and that the contractor stops using the Data and 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,
to that individual client. You must not commercialise any such reports or models, including by supplying substantially similar reports or models to multiple clients.
You can’t provide our Data or material you create using our Data to others, except as expressly permitted above in clause 4.
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 firstname.lastname@example.org to discuss your licensing options.
- Restrictions on the use of our Data and material you create using it
- Subject to clauses 4.4 and 4.2, 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 clauses 4.4, 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 is 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 other people 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 Subscription 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 Subscription 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 Subscription Agreement; and
- information about any such open data and its open licence terms is set out in the Geoscape Copyright Notice and Disclaimer.
Except for any of our obligations under the Australian Consumer Law, we are offering our Data “as 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!
- Other than as set out in your Subscription Agreement, our Data is provided ‘as is’ and neither we nor our providers of source data 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 have made your own assessment of our Data and have not relied on any information or advice given by us, Australia’s federal, state and territory governments or any other providers of source data for our Data (or any person purporting to represent them) 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 Subscription Agreement should be interpreted as attempting to exclude, restrict or modify the application of the Consumer Guarantees under the Australian Consumer Law.
Things change and that includes our Data from time to time.
We will try to let you know in advance of any changes to our Data, but sometimes this may not be possible.
If you don’t want to continue your subscription because of changes to our Data, you may terminate your Subscription Agreement. If you do that, we will refund you for any unused Data.
- How can we modify our Data?
- You acknowledge that we may modify our Data as a result of an improvement in technology or data processing methods, a requirement imposed by law, a change to our source data supply arrangements or to improve the Data. These modifications may include changes to:
- which attributes are included in the Data;
- how the Data is structured (its data model);
- the format (or encoding) of the Data;
- the count of distinct records in the Data; and
- the level of quality of the Data.
- We will give you notice of modifications to our Data, and will do so prior to the modification where we can reasonably do so.
- If you do not want your Subscription Agreement to continue because we have modified some Data, you may terminate your Subscription Agreement by notice to us within 30 days of receiving our notice given under clause 9.2 or at the end of the Initial Term or Further Term (as applicable).
- If you terminate your Subscription Agreement under clause 9.3, we will refund to you any amounts you have already paid for Data Credits you will not use.
- The refunds and the right to terminate your Subscription Agreement described in this clause 9 are your sole remedy against us in respect of any modification of the Data.
You understand that we may stop making some of our Data available. If we do, we will try to let you know in advance, but sometimes this may not be possible.
If you don’t want to continue your Subscription Agreement because some Data is no longer available, you may terminate your Subscription Agreement. If you do that, we will refund you for any unused Data Credits.
- What happens if we discontinue the availability of Data?
- You acknowledge that we may discontinue the availability of any Data for any reason.
- We will give you notice of the discontinuation of the availability of any Data, and will do so prior to the discontinuation where we can reasonably do so.
- If you do not want your Subscription Agreement to continue because we have discontinued the availability of some Data, you may terminate your Subscription Agreement by notice to us within 30 days of receiving our notice given under clause 10.2, or by providing notice to us that you do not want your Subscription Agreement to continue for a Further Term.
- If you terminate your Subscription Agreement under clause 10.3, we will refund to you any amounts you have already paid for Data Credits you will not use.
- The refunds and the right to terminate your Subscription Agreement described in this clause 10 are your sole remedy against us in respect of any discontinuation of the availability of any Data.
Sometimes the costs for our Data change – it happens!
Where we want to decrease the cost of our Data (good for you!), or we need to increase the cost due to events outside of our control, we may vary the amount of Data Credits you have to pay for our Data.
Where we need to increase the cost of our Data due to events that are within our control, we may increase the amount of Data Credits you have to pay for our Data by giving you 30 days’ notice. If you don’t want to continue your Subscription Agreement because of this change, you may terminate your Subscription Agreement. If you do that, we will refund you for any unused Data Credits.
- When can we change the cost to the Data?
- You acknowledge that our costs relating to our Data may increase or decrease.
- there is an increase in our costs relating to our Data that is outside of our reasonable control; or
- we wish to decrease the costs of the Data,
we may vary the amount of Data Credits that are payable for our Data to reflect the corresponding increase in cost by notice to you. We will give you prior notice where we can reasonably do so.
- Where there is an increase in our costs relating to our Data that is within our control, we may vary the amount of Data Credits that are payable for our Data to reflect the corresponding increase in cost by giving you at least 30 days’ notice (Variation Notice).
- Where we provide you with a Variation Notice pursuant to clause 11.3, you may terminate your Subscription Agreement by notice to us within 30 days of receiving the Variation Notice. Otherwise, you are deemed to have accepted our variation, which will take effect on the date that is 30 days from the date on which you receive the Variation Notice.
- If you terminate your Subscription Agreement under clause 11.3, we will refund to you any amounts you have already paid for Data Credits you will not use.
- The refunds and the right to terminate your Subscription Agreement described in this clause 11 are your sole remedy against us in respect of any variation to the cost of our Data.
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 4.2 and 5!
We promise that if you use our Data in accordance with your Subscription Agreement, you won’t infringe anyone’s Intellectual Property Rights.
You promise to 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 give you a refund for your Data Credits, or try to work around the issues by giving you 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 Subscription 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 12.2, 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 4.2 and clause 5.
- Subject to clause 7.4 (regarding open data), we warrant that we are entitled to grant you the licence to use our Data under clause 4.1 and that the grant of that licence does not infringe the Intellectual Property Rights of any third parties.
- You must notify PSMA 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 12.5, 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 ceasing use of any Data immediately on request from us.
- Where we direct you to cease using our Data pursuant to clause 12.6(c), we may, in our complete discretion:
- refund to your Geoscape Account the Data Credits you used to order the Data which we direct you cease using; or
- obtain replacement data that will perform materially in the same way as the Data which we direct you cease using.
You promise not to breach Privacy Laws and that you won’t let your personnel breach them either.
- 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.
Data security is very important to us.
You promise us that you will keep our Data, any material you create using our Data and Personal Information safe from unauthorised access.
You promise to monitor your devices and systems for Data Breaches. If you suspect a breach has occurred, you promise to tell us as soon as you can.
You promise to try and rectify the issue, write up a report of what happened and do things to make sure 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, 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 14.3, 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 subscribe to Geoscape 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 subscriber 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 Subscription Agreement;
- subject to 16.1(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 Subscription Agreement, you promise to try to rectify that and we may suspend your Subscription Agreement until you do.
If you have materially breached your Subscription 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 Subscription Agreement and allow all necessary access to your systems and relevant employees, officers, agents, contractors and other representatives to ensure compliance with your Subscription Agreement (including your privacy and data security obligations).
- If an audit identifies any non-compliance with your obligations under your Subscription Agreement, then:
- you must take all reasonable actions necessary to address the relevant non-compliance to our reasonable satisfaction; and
- we may suspend your Subscription Agreement (including access to our Data) until such a time as you take all reasonable actions in accordance with clause 17.2(a).
- Where an audit reveals that you have materially breached your Subscription Agreement, you must pay for the cost of the audit.
- Nothing in this clause 17 limits our ability to terminate your Subscription Agreement.
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 during the term of your Subscription Agreement.
- 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 Subscription 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 indemnities we give to each other do not apply to this liability cap.
- 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./li>
- Each party agrees that the limitation of liability in clause 19.1 does not apply in respect of the indemnities set out in clause 20.
- Notwithstanding the above, nothing your Subscription Agreement should be interpreted as attempting to exclude, restrict or modify the application of the Consumer Guarantees under the Australian Consumer Law.
If you breach any terms of your licence, do something else that causes us loss or we need to chase up money you owe us, 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;
- any negligent act or omission or wilful misconduct by you, your employees, agents, servants, contractors or others for whom you are legally responsible; and
- recovering any amounts you owe to us (including any fees paid to a debt collector, legal representative, mercantile agent or similar).
- Subject to clause 20.3, 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 Subscription Agreement.
- Where you make a claim against us pursuant to clause 20.2, in no event will we be liable for any Consequential Loss.
- Where you rely on the indemnity in clause 20.2:
- 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
- you must not settle or make any admissions of liability without first obtaining our prior written consent.
- Each party has a duty to mitigate its Loss that would otherwise be recoverable from the other party under your Subscription Agreement by taking appropriate and commercially reasonable steps to reduce or limit the amount of such losses, liability, damages, costs or expenses.
If we want to change some of the terms of your Subscription Agreement, we will let you know at least 30 days beforehand.
You’re allowed to say “no” to our proposed changes. But if you do say “no”, we are allowed to end your Subscription Agreement early. We will let you know at least 30 days beforehand if we decide to end your Subscription Agreement early. If we do that, we will refund you for any unused Data.
Remember that we may also end your Subscription Agreement by letting you know that it won’t renew for another period under clause 1.2.
Your Subscription Agreement might also need to change to reflect changes in the law. We will tell you about any of those changes at least 5 days before they are made.
- How can we change the terms of your Subscription Agreement?
- If there has been a change in any laws, regulations or government policies affecting your Subscription Agreement, we may vary your Subscription Agreement to reflect the relevant change on five days’ notice, and the variation will form part of your Subscription Agreement at the end of that notice period.
- Subject to clause 21.3 and where clause 21.1 does not apply, we may propose that your Subscription Agreement be varied by providing 30 days’ notice of the variation (Proposed Variation).
- Within the 30 day notice period, you may reject any part of the Proposed Variation. If you reject any part of the Proposed Variation, you acknowledge that we may terminate your Subscription Agreement on 30 days’ notice to you. If we do so, we will refund to you any amounts you have already paid for Data Credits you will not use.
- If you do not reject any part of the Proposed Variation in accordance with clause 21.3, it will form part of your Subscription Agreement at the end of the 30 day notice period.
If we can’t keep our promises because of some unavoidable, catastrophic incident (imagine a prolonged power outage, extreme natural disaster or an outbreak of war), neither of us will hold that against each other!
If things don’t settle down after 20 business days, either of us can give the other notice that we’re ending your Subscription Agreement.
- What happens if a Force Majeure Event occurs?
- Neither of us will be liable for any failure to perform or delay in performing obligations under your Subscription Agreement if that failure or delay is due to a Force Majeure Event.
- This clause 22 does not relieve you of or suspend your obligation to pay any Fees owed to us.
- If a Force Majeure Event exceeds 20 Business Days, either of us may immediately terminate your Subscription Agreement by notice to the other.
This is where we explain what can happen if either of us does something we shouldn’t.
We can end your Subscription 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 Subscription Agreement, and don’t fix it within 14 days of us asking you to; or
- you breach your Subscription 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. Also, if you owe us any money, it becomes payable immediately.
You can end your Subscription Agreement if:
- we become insolvent;
- we breach your Subscription Agreement, and don’t fix it within 14 days of you asking us to; or
- we breach your Subscription Agreement and that breach can’t be fixed.
- When might your Subscription Agreement be suspended or terminated?
- Without limiting our other rights under your Subscription Agreement, and to the extent permitted by law, we may terminate or suspend your Subscription Agreement, or any part of it, including the grant of your Licence, with immediate effect by written notice to you if we have reasonable grounds to suspect that you:
- contravened or are contravening any Laws;
- have breached any terms of the Geoscape Terms, and we terminate your Geoscape Account in accordance with those terms;
- due to your act or omission, have caused damage to our reputation, goodwill or other interests;
- due to your act or omission, allowed unauthorised access to our Data, Derived Material or Geoscape;
- have breached any term of your Subscription 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;
- You acknowledge that we may also terminate your agreement in accordance with clause 2.2.
- On termination of your Subscription Agreement pursuant to clause 23.1:
- the Licence granted under your Subscription Agreement will be revoked with immediate effect;
- you must, at your cost, delete any Data and Derived Material subject to the revoked Licence in your possession or control;
- on request from us, sign and return to us a statutory declaration satisfactory to us confirming your compliance with clause 23.3(b) within 14 days of our request; and
- all money owed by you under your Subscription Agreement to us will become immediately due and payable.
- You may terminate your Subscription Agreement:
- where you are not in breach of any terms of your Subscription Agreement; and
- if we have breached any term of your Subscription Agreement and:
- if the breach is capable of remedy, we have not remedied the breach within 14 days of receiving notice from you requiring the breach to be remedied; or
- the breach is not capable of remedy; or
- if we are subject to an Insolvency Event.
- Where your Subscription Agreement terminates in accordance with clause 23.4(b) or 23.4(c), we will refund to you any amounts you have already paid for Data Credits you will not use.
- 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 Fee in your Subscription Plan does 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 Subscription Agreement, all amounts payable by you in connection with your Subscription Agreement do not include an amount for GST. If GST is payable on any supply made by us under your Subscription 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 Subscription 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 Subscription Plan 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 Subscription Agreement, in the event of an inconsistency between the documents which make up your Subscription Agreement, the following order of precedence will apply to the extent of the inconsistency:
- your Subscription Plan;
- 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.
If we don’t think it will affect your rights, we can assign, subcontract and deal with our rights and obligations.
Both of us can only waive our rights if we let one another know in writing that we are doing so.
If any part of your Subscription Agreement is found to be unworkable, that should not impact the rest of the Subscription Agreement. The unworkable part should simply be removed.
Certain terms will still be binding between us even where this agreement is terminated or expires.
We both promise to do our best to keep our promises to one another.
Your Subscription Agreement does not make us partners. We are independent contractors to each other.
We should give each other notice via email.
Your Subscription Agreement is governed by the laws of the Australian Capital Territory.
- General provisions
- In your Subscription 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 Subscription 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 Subscription 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 Subscription Agreement does not constitute a waiver and any right may be exercised in the future. Waiver of any rights under your Subscription Agreement must be in writing and is only effective to the extent set out in that written waiver.
- If any provision of your Subscription 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 Subscription Agreement without affecting the validity or enforceability of the remaining provisions.
- The termination or expiry of your Subscription Agreement does not operate to terminate any rights or obligations under your Subscription Agreement that by their nature are intended to survive termination or expiration, and those rights or obligations remain in full force and binding on the party concerned. These may include the rights and obligations under clauses 4, 5, 7, 12, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25 and 26.
- Each party must:
- do all acts necessary or desirable to give full effect to your Subscription Agreement; and
- refrain from doing anything which might prevent full effect being given to your Subscription Agreement.
- The relationship between the parties is and will remain that of independent contractors, and nothing in your Subscription 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 Subscription 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.
Consumerhas the meaning provided to it in section 3 of the Australian Consumer Law.
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 licensed to you by us under your Subscription 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.
Data Credits means the credits used to order our Data through Geoscape, as detailed in your Subscription Plan.
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.
Fee has the meaning set out clause 2.1.
Force Majeure Event means any event arising from, or attributable to, acts, events, omissions or accidents which are beyond the reasonable control of a party.
Further Term means consecutive periods of time equal to the duration of the Initial Term.
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.
Initial Term means the subscription term set out in your Subscription Plan, which may be either one month or twelve months.
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 19.1, and will capped at the total amount as follows:
- where you are on a monthly subscription, the total value of the Fees paid under your Subscription Agreement, up to 12 months’ worth of Fees paid under your Subscription Agreement (calculated as the 12 months prior to the date either of us suffers the Loss); or
- where you are on a yearly subscription, the total value of the Fees paid for the Initial Term or the current Further Term (as applicable).
Licence has the meaning in clause 4.1.
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 4.1.
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.
Subscription Plan means the webpages or document which sets out the details of your subscription to access our Data through Geoscape.
Subscription Term means the period of time described in clause 1.
Support Services means the support services set out in clause 6.
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.