Terms of service

Environmental Analytics Pty Ltd provides the "Equipment Commons" online platform to enable users access to scientific equipment for use in conservation projects. Use of the Environmental Stewardship and Equipment Commons Platform is subject to these Terms of Service.

definitions
1. 1.1. The following terms are used regularly throughout these Terms of Service and have a particular meaning:
  1. ABN means Australian Business Number.
  2. Account means a registered account with the Platform.
  3. Administrator means an individual authorised to administer an Organisation Account, as elected by the Organisation from time-to-time.
  4. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Hobart, Australia.
  5. Company means Environmental Analytics Pty Ltd ABN 37 214 572 053
  6. Confidential Information means any written or verbal information that:
    1. Any information deemed as confidential under these Terms of Service;
    2. A party informs the other party that it considers it confidential and/or proprietary;
    3. A party would reasonably consider to be confidential in the circumstances; and
    4. Is personal information within the meaning of the Privacy Act and GDPR.
    but does not include information that a party can establish:
    1. Was in the public domain at the time it was given to that party;
    2. Became part of the public domain, without that party's involvement in any way, after being given to the party;
    3. Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
    4. Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
  7. Payment for Services means any money paid to a User for services supplied to the Platform. It does not represent an employment contract.
  8. Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  9. Terms of Service means the terms and conditions that apply to the User with respect to use of the Platform as updated from time-to-time.
  10. User means any registered user of the Platform.
  11. User Data means any information, documents or other data that is uploaded into the Platform by the User, or that otherwise forms part of the User’s Intellectual Property but excludes any derivative data (such as analytics).
  12. Code of conduct means the behaviour of a User in the Platform.
  13. Equipment Commons means the platform “Equipment Commons” operated by the Company.
  14. Social License means the platform “Social Licence” that is operated by the Company.
  15. Standard Operating Procedure (SOPs) means the agreed procedures for conducting business within the platform. These procedures will be provided by the Company. It is the Users responsibility to use current SOPs. The following procedures are examples and minimum processes to follow:
USING THE PLATFORM
1. 2.1. General
  1. To use the Platform, the User must accept these Terms of Service.
  2. The User agrees that all use of the Platform is subject to these Terms of Service and must immediately cease to use the Platform if the User can no longer agree or adhere to these Terms of Service.
  3. The User agrees to use the Platform in accordance with any instructions provided by the Company and/or within the Platform.
2. 2.2. Account
  1. To access and use the Platform, the User must set up an Account.
  2. The User shall register for an Account via the Site using their full name and email address.
  3. The User must provide accurate and complete information when setting up an Account and, if necessary, update the Account to ensure that such information is maintained as current for the duration of these Terms of Service.
  4. The Company may permit or deny an Account in its absolute discretion (although the User may generally obtain an Account by completing registration and accepting these Terms of Service).
3. 2.3. Administrator
  1. The Organisation shall authorise one or more Users to be an Administrator who shall have the power to authorise Users to access the Organisation’s Account in their absolute discretion.
  2. The Organisation agrees that it is responsible for the conduct of each User authorised to access the Organisation’s Account, who each must agree to and comply with these Terms of Service.
  3. The Company has no liability to the Organisation for any User it authorises that:
    1. Imports or exports any data to or from the Platform;
    2. Shares any data or information contained therein; and/or
    3. Accesses any User Data via the Platform.
4. 2.4. Fees
  1. There are ongoing fees associated with the Platform. These fees are specified at the time of signing up.
  2. Where new fees are introduced, the User must agree to the fees to continue using the Platform. If the User does not accept a change to any fees, then it may terminate these Terms of Service and stop using the Platform.
  3. Fees associated with borrowing equipment. The “borrower” is defined as the party borrowing equipment from the platform. The “loaner” is the party agreeing to loan the equipment.
  4. The User agrees that the Company is acting as a connecting service provider and the company is not responsible for the damage of equipment by the borrower.
  5. The User agrees that it is their responsibility to ensure that appropriate insurances are in place for the equipment they borrow. The Company can act as a service provider to put insurance in place for equipment but accepts no liability for any damages to property, reputation or associated financial loss.
5. 2.5. Features
  
  The Company shall provide the User with access to and use of the features as provided within the Platform from time-to-time.
6. 2.6. Complaints
  1. The User may lodge a complaint to the Company with respect to an Organisation.
  2. Where a complaint is lodged, the Company may notify the Organisation the subject of the complaint and provide them with an opportunity to explain their case, however the Company is under no obligation to identify a complainant.
  3. The Company may suspend or delete the Organisation Account, upon review, reasonably determines is in breach of these Terms of Service.
  4. The Company’s decision whether to suspend or delete an Organisation Account is at its absolute discretion. The Company’s decision shall be final and not subject to review.
USER DATA
1. 3.1. The Company accepts no liability for the content of User Data.
2. 3.2. The User is responsible for the accuracy, quality and legality of any User Data uploaded to the Platform to the exclusion of the Company.
3. 3.3. The User is liable for any intentionally or recklessly erroneous, corrupted, or false data uploaded to the Platform and indemnifies the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with that data.
4. 3.4. The User grants the Company an immediate, worldwide, royalty-free license to use and incorporate the User Data within the Platform, for the purposes of providing the Platform, for the duration of these Terms of Service.
5. 3.5. The Company shall not access, use, modify or otherwise deal with User Data except where required by compulsion of law or upon the User’s authority (such as to provide support for the Platform).
6. 3.6. The User warrants that it has all necessary Intellectual Property rights to use User Data and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property rights by using User Data on the Platform.
7. 3.7. The Company may suspend accessibility to User Data that the Company determines is illegal, offensive, indecent, or objectionable in its sole discretion.
8. 3.8. The Company may delete User Data from its systems on termination of these Terms of Service.
General conditions
1. 4.1. Licence
  1. By accepting these Terms of Service, the User is granted a limited, non-exclusive, non-transferrable and revocable licence to access and use the Platform for the duration of these Terms of Service, in accordance with the terms and conditions of these Terms of Service.
  2. The Company may issue the licence to the User on the further terms or limitations as it sees fit.
  3. The Company may revoke or suspend the User’s licence in its absolute discretion for any reason that it sees fit, including for breach of these Terms of Service by the User.
2. 4.2. Modification of Terms
  1. The terms of these Terms of Service may be updated by the Company from time-to-time.
  2. Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using the Platform.
3. 4.3. Software-as-a-Service
  1. The User agrees and accepts that the Platform is:
    1. Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to servers operated by the Company and is not available ‘locally’ from the User’s systems; and
    2. Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.
  2. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.
4. 4.4. Use & Availability
  1. The User shall only use the Platform for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral or in a way that is deemed unreasonable by the Company in its discretion.
  2. The User agrees that the Company shall provide access to the Platform to the best of its abilities, however:
    1. Access to the Platform may be prevented by issues outside of its control; and
    2. It accepts no responsibility for ongoing access to the Platform.
5. 4.5. Support
  1. The Company provides user support for the Platform via the email address support@environmentalanalytics.com.au
  2. The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.
6. 4.6. Privacy
  1. The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act with respect to personal information that it collects about the User.
  2. The Company makes no warranty as to the suitability of the Platform in regard to the User’s privacy obligations at law or contract, and it is the User’s responsibility to determine whether the Platform is appropriate for the User’s circumstances.
  3. The Platform may use cookies (a small electronic file) to improve the User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.
7. 4.7. Security
  
  The Company takes the security of the Platform and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
8. 4.8. Intellectual Property
  1. Trade marks. The Company has moral, unregistered and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
  2. Third Party Intellectual Property. The Company may use software and other proprietary systems and Intellectual Property (including open source systems) for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.
  3. The Platform. The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrant that by using the Platform the User will not:
    1. Copy the Platform or the services that it provides for the User’s own commercial purposes; and
    2. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.
  4. Content. All content (excluding User Data) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Platform.
9. 4.9. Third Party Dependencies
  
  The User agrees and acknowledges that the Platform has third party dependencies which may affect its availability, including (without limitation) hosting services and online form generators, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.
10. 4.10. Confidentiality
  1. Each party acknowledges and agrees that:
    1. The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
    2. It owes an obligation of confidence to the Discloser concerning the Confidential Information;
    3. It must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
    4. All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
    5. Any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
  2. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
    1. Any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
    2. Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
    3. Any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
  3. The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
    1. Any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
    2. Any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
11. 4.11. Liability & Indemnity
  1. The User agrees that it uses the Platform at its own risk.
  2. The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
  3. The Company makes no representations or guarantees that the User will achieve particular benefits or outcomes from using the Platform.
  4. The User acknowledges and accepts that the Company shall not be responsible for any decisions made in reliance on information received via the Platform and especially Social Licence Data or Voting Results.
  5. The User agrees to indemnify the Company for any loss, damage, cost, or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach of these Terms of Service by the User.
  6. In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
  7. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
    1. The re-supply of services or payment of the cost of re-supply of services; or
    2. The replacement or repair of goods or payment of the cost of replacement or repair.
12. 4.12. Termination
  1. The User may terminate these Terms of Service by giving the Company written notice or simply deleting their Account.
  2. The Company may terminate these Terms of Service and access to the Platform if the User is in breach of these Terms of Service and:
    1. That breach is not capable of remedy;
    2. The breach is material, wilful, reckless or repetitious; and/or
  3. The breach can be remedied but is not remedied within 5 Business Days of being given notice of that breach by the Company.
  4. Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.
13. 4.13. Dispute Resolution
  1. If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
    1. Includes or is accompanied by full and detailed particulars of the Dispute; and
    2. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
  2. Within 10 Business Days after a Dispute Notice is given, a representative from each of the parties with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
  3. Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
  4. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
  5. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
14. 4.14. Electronic Communication, Amendment & Assignment
  1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
  2. The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.
  3. The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update contact details as they change.
  4. A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
  5. The User may not assign or otherwise create an interest in these Terms of Service without the written consent of the Company (which shall not be unreasonably withheld).
  6. The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.
15. 4.15. General
  1. Special Conditions. The parties may agree to any special conditions to these Terms of Service in writing.
  2. Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with any special conditions made under these Terms of Service, as relevant, the terms of those special conditions shall prevail.
  3. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
  4. Relationship. The relationship of the parties to these Terms of Service does not form a joint venture or partnership.
  5. Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
  6. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.
  7. Governing Law. These Terms of Service is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
  8. Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
  9. Interpretation. The following rules apply unless the context requires otherwise:
    1. Headings are only for convenience and do not affect interpretation.
    2. The singular includes the plural and the opposite also applies.
    3. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
    4. A reference to a clause refers to clauses in these Terms of Service.
    5. A reference to legislation is to that legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.
    6. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
    7. A reference to a party to these Terms of Service or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
    8. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
    9. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

END OF TERMS OF SERVICE