Australia Terms and Conditions
This Version 1 of the Groundsure Terms & Conditions is current from 23 June 2023. © 2023 Groundsure Pty Limited.
These Conditions apply to the provision of all Products supplied by Groundsure to a Customer.
1.Formation of Contract
1.1 Where the Products are to be used by a Customer acting in its professional capacity on behalf of a Consumer, in entering into this Contract the Customer acknowledges that the Products are intended for use in the course of the provision of their own professional advice.
1.2 Where a Customer wishes to procure a Product from Groundsure, it will submit an order in accordance with the procedures established by Groundsure from time to time (an Order). Groundsure’s express acceptance of the Order or, if Groundsure does not expressly accept the Order, its supply of the relevant Product to the Customer shall constitute an acceptance of the Order and creates a binding contract consisting of these Conditions and the Order (a Contract).
1.3 These Conditions shall apply to and shall govern the provision of all Products by Groundsure to the Customer to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or may be implied by trade, custom, practice or in the course of dealing. No other terms and conditions (including, without limitation, the Customer’s own terms, any pre-printed terms on the back of a Customer purchase order, or those implied), will apply to a Contract.
1.4 These Conditions will apply to and govern Groundsure’s relationship with a Customer regardless of whether the Customer purchases the Products directly from Groundsure or through a Reseller.
1.5 Groundsure may vary these Conditions from time to time and Groundsure will post such amended Conditions on the Website by providing at least 30 days’ notice. Any changes to the Conditions will not affect any Orders received before such changes are posted. You may terminate a Contract immediately by notice in writing to Groundsure within 60 days of receiving notice of the change.
1.6 During the Order process the Customer may nominate an alternate recipient for the Products by providing an alternate delivery email address for the Products. The Customer will be liable for such recipient’s acts and omissions in relation to the Products as if they were the Customer’s own acts and omissions. The Customer is responsible for ensuring that it and any such recipient keeps the Product confidential, save where disclosure is expressly authorised under these Conditions.
1.7 The Customer acknowledges and agrees that the Products may be provided by any Groundsure Affiliate, provided that Groundsure remains solely responsible for the provision of the Products in accordance with this Contract. For the purposes of this clause, references to Groundsure in this Contract and each Order are read as references to Groundsure and any relevant or applicable Groundsure Affiliate.
1.8 If and to the extent there is any inconsistency between the terms of an Order and these Conditions, then these Conditions will prevail, except to the extent that the terms of an Order expressly state the Customer and Groundsure’s intention to supersede specific terms in these Conditions.
2. Customer Obligations
2.1 Notwithstanding any recommendation or otherwise of Groundsure, the Customer will be solely responsible for ensuring that the Product is appropriate and suitable for its and (if applicable) the End User’s needs.
2.2 The Customer acknowledges and agrees that, where the Customer is authorised by Groundsure to supply or disclose the Product to an End User, the Customer:
(a) will ensure that each End User complies with and is bound by the Conditions and shall ensure that Groundsure may in its own right enforce such terms and conditions against the End User;
(b) will ensure that, in its terms with any End User, the End User is:
- restricted to using the Products for personal or internal business use only in connection with the services being provided by the Customer to the End User;
- prohibited from using the Products for commercial use or re-sale; and
(c) shall be responsible for ensuring each End User’s compliance with the Conditions and the Customer shall be liable for all breaches of the Conditions by the End Users as if they were breaches by the Customer.
2.3 The Customer will supply accurate and complete information relating to the Site.
2.4 Within 2 working days of receipt of the Product, and in any event before circulation to any third party, the Customer shall review the Product to ensure that the Product has been prepared for the correct location and description of the Site, and shall notify Groundsure of any errors in relation to the Site. Groundsure shall promptly amend such errors at no cost to the Customer save where the error arises as a result of any information provided by the Customer under clause 2.3.
2.5 The Customer will not share or transfer its login credentials for the Website.
3. Third Party Products
3.1 When identified in an Order, Groundsure may resell to the Customer Third Party Products. Third Party Products are governed solely by the Third Party Conditions between the Customer and the Third Party Provider. Groundsure does not make any commitments or claims regarding the performance of any Third Party Products, and specifically disclaims any liability regarding the Third Party Products, to the maximum extent permitted by law.
3.2 The Customer will comply with all Third Party Conditions applicable to any Third Party Data in the Product and acknowledges that a Third Party Provider is entitled to enforce any Third Party Conditions directly against the Customer.
4.1 For Products ordered directly with Groundsure, the Fees shall be calculated and paid as set out in the Order. For Products ordered through a Reseller, the Fee shall be calculated by the Reseller and paid as set out on the Reseller Platform.
4.2 Groundsure will issue electronic Tax Invoices for the provision of the Products on a monthly basis, save where Groundsure indicates to a Customer that all sums are due to Groundsure before an Order is accepted by Groundsure. Unless a different payment deadline has been agreed in the Order, the Customer shall pay Groundsure’s Fees in full without deduction, counterclaim or set off within 30 days of the date of Groundsure’s invoice.
4.3 Any amounts not paid to Groundsure when due will be subject to interest equal to a rate that is 5% per annum above the cash rate last published by the Reserve Bank of Australia, and will be calculated on a daily basis.
4.4 Groundsure may increase the Fees as reasonably determined by Groundsure and in its sole discretion by providing at least 14 days’ written notice.
4.5 If you object to any increase to Fees notified by Groundsure under clause 4.4, you may elect to terminate this Agreement immediately by providing notice in writing from receipt of such notice and within 30 days of the change taking effect.
5.1 All Fees quoted under any applicable Contract will be exclusive of GST, unless expressly stated otherwise.
5.2 Subject to prior receipt of a valid Tax Invoice, the Client agrees to pay GST on any Taxable Supply made to it under a Contract, at the same time and in the same way as it is required to make payment of the applicable Fees for the Taxable Supply.
5.3 If an adjustment event occurs in relation to a Taxable Supply made under or in connection with a Contract, the amount of GST will be recalculated to reflect that adjustment and an appropriate payment will be made between the Parties.
5.4 Where any indemnity, reimbursement or similar payment under a Contract is based on any cost, expense or other liability, it must be reduced by any Input Tax Credit entitlement, or notional Input Tax Credit entitlement, in relation to the relevant cost, expense or other liability.
6. Warranties and Disclaimer
6.1 Groundsure will exercise reasonable skill and care in the preparation of the Product and the Product will comply with the description on the Website at the time of the Contract, and in these Conditions. All other warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
6.2 Groundsure is not an engineering, legal or financial advisor. The information provided in the Products is of a general nature and does not take into account your personal circumstances or needs and should not be construed as specific engineering, legal or financial advice. You should consider seeking independent engineering, legal, financial or other advice that takes into account your particular circumstances.
6.3 Groundsure will use reasonable endeavours to meet any delivery times set out in an Order, but time will not be of the essence.
6.4 The Customer acknowledges and agrees that:
(a) the Groundsure Data, Groundsure Searches Products and Groundsure Insights Products may include an aggregation of Third Party Data and Groundsure’s independently produced data;
(b) Groundsure does not warrant the accuracy, currency or completeness of Products or the Third Party Data; and
(c) the Third Party Providers are the only sources that could be consulted to prepare the Product.
6.5 The Products have been prepared without the physical inspection of the property and are based solely on available data and therefore may not take into account observable hazards or other matters that may be relevant for determining relevant property risk. The Products are subject to the following limitations:
(a) it is not a substitute for an on-site inspection;
(b) it is not a forecast or prediction of future property risk arising from climate, environmental or hazard conditions;
(c) it may include information and data obtained from a variety of Third Party Providers.
7.1 Subject to the limitations set out in clause 6 above and the Customer’s compliance with the terms of this Agreement, only the Customer is entitled to rely on the Products, provided that no Product can be relied upon or used by the Customer more than:
(a) for Groundsure Search Products, 6 months after the date on which such Product was originally provided to the Customer; and
(b) for all other Products, 12 months after the date on which the Product was originally provided to the Customer.
7.2 Groundsure acknowledges that it has permission to use the Third Party Data in its Products.
8.1 Mutual obligations of confidence: Subject to clause 8.2, where the Recipient receives Confidential Information from the Discloser under or in connection with this Contract, the Recipient must:
(a) keep the Confidential Information strictly confidential;
(b) not use, modify, reproduce or exploit the Confidential Information for any purpose other than as expressly permitted under this Contract;
(c) not disclose Confidential Information to any person other than as expressly permitted under this Contract; and
(d) ensure that the Recipient’s representatives strictly observe all of the Recipient’s obligations as set out in this Contract as if those obligations were imposed on the relevant representative or Affiliate directly; and
(e) establish and maintain effective security measures to safeguard the Confidential Information in the Recipient’s possession or control (including Confidential Information in the possession or control of any of its representatives or Affiliates) from unauthorised access, use, copying or disclosure.
8.2 Permitted use and disclosure: Subject to ongoing compliance with clause 8.1, the Recipient may disclose Confidential Information to:
(a) its representatives and Affiliates, limited to the extent necessary to perform the Recipient’s obligations or exercise its rights under this Contract;
(b) to its professional advisors, to obtain legal or other professional advice in relation to matters arising under or in connection with this Contract;
(c) the extent required to comply with any Law, binding directive of a regulator or a court order;
(d) to the extent required to do so in connection with legal proceedings relating to this Contract; or
(e) as otherwise agreed in writing by the Parties.
9.1 Indemnities: Subject to clause 9.2, the first Party (Indemnifying Party) will indemnify and keep indemnified the other Party from and against any Losses or third party Claims (including any reasonable legal costs) reasonably incurred or suffered by the other Party arising directly from:
(a) any infringement by the Indemnifying Party or its Representatives upon any person’s Intellectual Property Rights or Moral Rights, misuse of any person’s Confidential Information in connection with this Contract or breach of clause 11 (Intellectual Property);
(b) any wilful, criminal or fraudulent act or omission of the Indemnifying Party or its Representatives in breach of this Contract; or
(c) any personal injury or death or property damage caused by the acts or omissions of the Indemnifying Party or its Representatives in connection with this Contract.
9.2 Liability Cap: Subject to clauses 9.3, 9.4, 9.5 and 9.6 and to the extent permitted by Law, each Party’s maximum aggregate liability to the other Party or any other person (including any Affiliate of the Party) for all and any Claims or Losses (in aggregate) howsoever arising in connection with this Contract (including in equity, contract, tort or negligence) whether directly or indirectly will be limited to the total amount of Fees actually paid to Groundsure by You under this Contract solely within the 12 months immediately preceding the date of any such Claim or Loss.
9.3 Groundsure’s Liability under the Indemnity: Subject to clauses 9.5 and 9.6 and to the extent permitted by Law, each Party’s maximum aggregate liability to the other Party or any other person (including any Affiliate) for all and any Claims or Losses (in aggregate):
(a) arising under clause 9.1(a), will be limited to $1 million per Claim and per annum; and
(b) arising under clauses 9.1(b) or 9.1(c) will not be limited.
9.4 Consequential Loss: To the maximum extent permitted by Law (but excluding any event set out in clauses 9.1), neither Party will be liable to the other Party for any Consequential Loss arising out of or in connection with this Contract.
9.5 Contributory Acts: To the extent permitted by Law, a Party’s liability to the other Party in connection with this Contract will be reduced proportionately by the extent to which the acts or omissions of the other Party or any of its Affiliates caused or contributed to the relevant Loss suffered or incurred by the first Party.
9.6 Consumers: If the Customer is a Consumer (as defined under section 3 of the Australian Consumer Law), then Groundsure’s liability to the Customer in connection with any breach of the Consumer Guarantees is limited to the re-supply of the Groundsure Products. This limitation does not apply if it is not fair and reasonable in Customer’s particular circumstance for Groundsure to rely on this limitation.
9.7 General Exclusions: Subject to clause 9.6 and notwithstanding any other term of this Contract and to the extent not prohibited by law, Groundsure will have no liability whatsoever to the Customer or End Users in respect of any Loss or Claim arising directly or indirectly from:
(a) the failure by the Customer or End Users to comply with any Law or codes governing the conduct of Your business;
(b) the inability of the Customer or End Users to access or use the websites to access the Groundsure Products for any reason;
(c) the Customer’s or End Users use of the Groundsure Products other than in accordance with this Contract (including for a Non-Permitted Purpose);
(d) a failure by the Customer or End Users to comply with their obligations under this Contract;
(e) the act of any person not within Groundsure’s reasonable control;
(f) equipment, data, or services supplied to Groundsure by the Customer or End Users;
(g) any equipment or services provided by a telecommunications organisation (including any speeds or capabilities of such equipment or services) or any requirements of the telecommunications authority; or
(h) a Force Majeure Event.
10. Term and Termination
10.1 The rights and obligations of the parties under a Contract will come into effect on the Contract Start Date
10.2 Subject to early termination in accordance with its terms, a Contract will continue in full force and effect:
(a) in respect of a Contract for Groundsure Data, for the Initial Period, when it shall terminate automatically without notice unless, no later than one (1) month before the end of the Initial Period (or any Extended Period agreed under this clause), the parties agree in writing that the term of the Contract shall be extended for a period equivalent to the Initial Period on expiry of the Initial Period (the “Extended Period“). Unless it is further extended under this clause or terminated earlier in accordance with clause 10.3, the Contract shall terminate automatically without notice at the end of an Extended Term; and
(b) in respect of a Contract for any other Product, until the later of:
- Groundsure’s receipt of the Fee; and
- delivery of or completion of the provision of the Products procured thereunder.
10.3 Groundsure will be entitled to suspend or terminate the provision of the Product or to terminate the Contract if:
(a) the Customer has not provided the information or assistance required to prepare the Product within a reasonable timeframe;
(b) the Customer fails to pay any sum due to Groundsure within 30 days of the due date; or
(c) the Customer commits a material breach of any term of the Contract which is incapable of remedy or, if remediable, is not remedied within five days of notice of the breach.
10.4 Upon suspension or termination of the provision of a Product or the Contract the Customer will immediately pay to Groundsure all and any Fees due to Groundsure.
10.5 Termination of a Contract will not affect the coming into force or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force following termination.
11. Intellectual Property, Licence, use and restrictions
11.1 Groundsure IP: The Customer acknowledges and agrees that:
(a) all current and future rights, title and interests (including all IP Rights) subsisting in or arising out of the Products (including any modifications made to the Products or materials otherwise created or developed by Groundsure as a result of or in connection with this Contract) are owned by and will immediately and absolutely vest in Groundsure, its Affiliates or Third Party Provider on and from creation;
(b) except to the extent of any right expressly granted under this Contract, the Customer does not acquire any right, title, interest or any IP Rights to the Products through this Contract or any relevant Order Form; and
(c) the Third Party Data is owned by the Third Party Provider and is subject to the Third Party Conditions.
11.2 Licence: Subject to the restrictions set out in clause 11.3 and subject to receipt of all applicable Fees and the other terms of the Contract, Groundsure grants to the Customer a non-exclusive, non-transferable right for the Initial Period (and any applicable Extended Period) to access, download and use the Products in their complete forms:
(a) for the Customer’s own professional use in respect of the Site only (with the right to sub-licence such right to the End User; and
(b) in respect of Groundsure Data, on five (5) Terminals only (or such other number as is agreed in writing between the parties),
11.3 Licence Restrictions: Except as expressly permitted under this Contract, the Customer agrees to ensure that it will not, and will procure that the End User will not:
(a) Permitted Purpose: use the Products for any purposes other than the Permitted Purpose or other than in accordance with this Contract;
(b) Other Sites: use or rely on the Products in respect of any nearby, adjacent or other Sites.
(c) No Third Party Benefit: use the Products on behalf of or for the benefit of any third party;
(d) Disclaimers: remove, alter or deface any registered or unregistered trademark, logo, copyright notices, disclaimers or other proprietary notice appearing on or in any Products;
(e) Trade Marks: adversely affect or jeopardise the rights of Groundsure (or its Representatives) to register any unregistered trade marks, whether or not an application for registration has been made;
(f) Misuse and Damage: interfere, damage, alter, misuse or gain unauthorised access to the Groundsure Environment or Groundsure Materials or otherwise interfere with the ability of any other user of the Groundsure System to use the Groundsure Products;
(g) Scraping: data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest (whether by any automated process, ‘brute force attack’ or otherwise) the Groundsure Environment or Groundsure Materials for any purpose, including setting up or adding to a database;
(h) Reverse Engineer: decompile, disassemble, translate, replicate or otherwise reverse engineer any software programs or any part of the Groundsure Environment or Groundsure Materials;
(i) No Transfer: sublicense, sell, resell, commercialise, assign or transfer any right, title or interest (including any Intellectual Property Rights) in the Groundsure Materials to any person;
(j) Copyright: copy, reproduce, publish, disclose, distribute, alter, modify or adapt the Groundsure Materials or create a derivative work by combining the Groundsure Materials (in whole or in part) with other materials to create a new work (save where reasonably necessary to use or access the Groundsure Materials for the Permitted Purpose as set out in an Order Form);
(k) Marketing: use the Groundsure Products in any way in connection with marketing or publicity purposes;
(l) Off-shore Disclosure: transfer, store, disclose or make available the Products outside of Australia;
(m) Misuse: use the Products in any way that would or may:
- constitute a misuse of any person’s Confidential Information or infringe upon any person’s rights (including Intellectual Property Rights and Moral Rights);
- breach any Laws or otherwise amount to a use or disclosure for unlawful purposes;
- damage the reputation or goodwill of Groundsure or otherwise be misleading, deceptive or defamatory; or
- be intended to avoid incurring Fees or minimise the applicable Fees payable,
(each, a Non-Permitted Purpose).
11.4 The Customer shall (and shall procure that the End User shall) ensure that acknowledgments of IP Rights ownership are included in a conspicuous position in all copies of the Products that the Customer sub-licences in accordance with this clause 11.
12.1 Compliance with Privacy Laws: Each Party warrants and agrees that it will comply with all Privacy Laws in connection with any Personal Information collected, used, disclosed, stored or received in connection with this Contract and any relevant Order.
12.2 Receipt of Personal Information: In relation to any Personal Information disclosed to a Recipient by the Discloser under this Contract, the Recipient must:
(a) not collect, use, disclose, store, transfer or handle the information except in accordance with the Privacy Laws and the Permitted Purposes under any relevant Order Form;
(b) take all reasonable steps to ensure that the information is protected from misuse, Loss, unauthorised access, modification or disclosure;
(c) take all reasonable steps to destroy or permanently de-identify the information upon the earlier or the expiry or termination of this Contract or when it is no longer needed for a purpose connected with this Contract;
(d) only use or disclose the information for a purpose connected with this Contract or as required by Law; and
(e) notify the Discloser in writing, without delay and within no more than 72 hours after becoming aware:
- of any compliance notice issued by a relevant Regulator; or
- of any breach of this clause 12 or any applicable Privacy Law.
- or has reasonable grounds to suspect a Data Breach has occurred.
12.3 If the Customer is a business, and if it provides Groundsure with any personal information regarding an End User and/or a legal owner of a Site, the Customer agrees that it has all necessary notices and consents in place to enable it to share such personal information with Groundsure in compliance with applicable data protection laws and the Customer will show Groundsure such notices and consents at Groundsure’s request.
13.1 The Customer and Groundsure will each comply with its obligations under the Anti-bribery Laws and Modern Slavery Laws and their own anti-bribery policies. Each party will promptly report to the other any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of the Contract.
13.2 In performing its obligations under the Contract, each party will comply with all applicable laws, statutes and regulations from time to time in force.
14.1 Form of Notice: All notices or other communications relating to this Agreement must be in writing in English and addressed to the other Party at their address specified in an Order or other address as notified in writing from time to time (Notice).
14.2 How Given: A Notice is taken to be given:
(a) if sent by post on the third (tenth, if posted to or from a place outside Australia) Business Day after posting; or
(b) if delivered by hand, at the time of delivery; or
(c) in the case of email transmission, upon completion of successful transmission if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
14.3 Change in Details: A Party may change its contact details for service of notices under this clause by giving written Notice of the new details to the other Party.
15.1 No amendment or variation to the Contract will be valid unless signed by an authorised representative of the parties.
15.2 No failure or delay on the part of Groundsure to exercise any right, power or provision under the Contract will operate as a waiver.
15.3 Groundsure will not be in breach of a Contract or otherwise liable to the Customer for any failure or delay.
15.4 Each of the provisions of the Contract is severable and distinct from the others. If one or more provisions is deemed unenforceable, the enforceability of the remaining provisions will not be affected.
15.5 The Customer may not assign or otherwise transfer any of its rights or obligations under the Contract. Groundsure may assign or otherwise transfer this Contract or any part of it to any person, firm or company provided that such assignment shall not materially affect the Customer’s rights under the Contract.
15.6 This Contract is the parties’ entire Contract regarding its subject matter and supersedes and cancels all previous Contracts and communications (written or oral) relating to its subject matter. Each party acknowledges that:
(a) upon entering into a Contract, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to the Contract or not); and
(b) the only remedy available in respect of any misrepresentation or untrue statement made to it will be a claim for damages for breach of contract under the Contract.
15.7 This Contract is governed by the law of New South Wales. The Parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The Parties will not object to the exercise of jurisdiction by those courts on any basis.
In these Conditions, the following words have the following meanings:
|Affiliate||means, with respect to a Party, an entity or individual that directly or indirectly controls, is controlled by, or is under direct or indirect common control with, that Party, including a Related Body Corporate.|
|Anti-bribery Law||means any law which prohibits bribery including laws which prohibit the giving of benefits to retain business or business advantage including the Criminal Code Act 1995 (Cth), the Bribery Act 2010 (UK) and the Foreign Corrupt Practices Act 1977 (U.S.).|
|Australian Consumer Law||means Schedule 2 of the Competition and Consumer Act 2010 (Cth), any equivalent State or Territory legislation, and any equivalent applicable provisions of the Australian Securities and Investments Commission Act 2001 (Cth).|
|Claim||means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether arising in contract (including under an indemnity), tort (including negligence), statute, equity, at Law or otherwise.|
|Conditions||these terms and conditions.|
|Confidential Information||means any information (in any form) directly or indirectly disclosed by the Discloser to the Recipient (regardless of whether identified as such or not) and includes: (i) the terms of this Contract and the commercial arrangements between the Parties; (ii) any information that the other Party knows, or ought to know, is confidential to the Discloser; (iii) the Discloser’s Intellectual Property Rights and any Intellectual Property Rights of third party suppliers or Third Party Suppliers to InfoTrack (or their Related Bodies Corporate); but does not include the any information to the extent which:|
(a) it is in, or becomes part of, the public domain other than through breach of this Contract or an obligation of confidence owed to the Discloser;
(b) the Recipient can prove by contemporaneous written documentation:
(i) it was already known to it at the time of disclosure by the Discloser;
(ii) it was independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
(iii) the Recipient acquired it from a source other than the Discloser or any of its Representatives, where such a source is entitled to disclose it on a non-confidential basis.
(a) special, indirect, incidental or punitive loss or damage (including loss of profits or savings, loss of opportunity, loss or damage to or corruption of data, loss of goodwill, loss of reputation), whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise; or
(b) loss not in the ordinary contemplation of the Parties upon entering into this Contract.
|Consumer Guarantees||means the guarantees provided under Division 1 of Part 3-2 of the Australian Consumer Law.|
|Contract||has the meaning given in clause 1.2.|
|Contract Start Date||in respect of a Contract, the date on which that Contract is formed, in accordance with clause 1.2.|
|Corporations Act||means the Corporations Act 2001 (Cth) and any regulations made under it.|
|Customer||the party purchasing a Product, either directly from Groundsure or via a Reseller.|
|Data Breach||means the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to the Discloser’s Personal Information or Confidential Information transmitted, stored or otherwise processed by the Recipient in connection with this Contract.|
|Discloser||means the Party disclosing Confidential Information and/or Personal Information (as applicable) to the other Party (or its Representatives) in connection with this Contract.|
|End User||a person or entity to whom the Customer may supply a Product.|
|Extended Period||shall have the meaning given to it in clause 10.2.|
|Fees||the sums due and payable by the Customer in consideration of Groundsure’s supply of a Product, as specified in the relevant Order or as otherwise agreed between the parties in accordance with these Conditions.|
|Force Majeure||means any circumstances beyond a Party’s control including strikes or industrial disputes, acts of God, epidemics and pandemics, acts of government, declared states of emergency, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data.|
|Groundsure||Groundsure Pty Limited (ACN 659 656 474) a company registered in Australia and its registered office is at Level 8, 135 King Street NSW 2000.|
|Groundsure Consultancy & Geology Services||Groundsure’s advisory services to Customers that may include bespoke reporting (verbal, written or otherwise).|
|Groundsure Data||data, mapping and other imagery, together with certain Third Party Data, prepared and aggregated by Groundsure under these Conditions, and identified as “Data” on the Website.|
|Groundsure Insights Products||a report containing data, mapping and other imagery, together with certain Third Party Data, prepared and aggregated by Groundsure under these Conditions and identified as an “Insights Product” on the Website.|
|Groundsure Searches Products||a report containing data, mapping and other imagery, together with certain Third Party Data, prepared, aggregated and analysed by Groundsure under these Conditions, and identified as a “Searches Product” on the Website.|
|GST||means the relevant goods and services tax, value added tax or sales tax as defined in the GST Law.|
|GST Law||means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and all regulations and rulings made under it.|
|Initial Period||the period set out in the Order commencing on the Contract Start Date.|
|Input Tax Credit||has the meaning given to it in the GST Law.|
|IP Rights||any patent, copyright, design right, trade mark, moral right, confidential information, know-how and any other intellectual or industrial property rights, whether registered or not or capable of registration and including applications for the same or any other rights of a similar nature anywhere in the world.|
|Law||means all applicable common law, principles of equity, legislation, statutes, and regulations (and consolidations, amendments, re-enactments or replacements of any of them).|
|Loss||means all liabilities, losses, damages, outgoings, costs and expenses including reasonable legal costs (on a solicitor-client basis) and any penalties or fines imposed by a regulatory authority.|
|Modern Slavery Law||means any primary or delegate/subordinate legislation (and any binding or non-binding guidelines issued by any entity or person so authorised under Modern Slavery Law), applicable in Australia, any State or Territory and/or otherwise applicable to Client from time to time with respect to reporting on and/or addressing the risks of Modern Slavery, including with respect to business operations and supply chains and with respect to related purposes including but not limited to the Modern Slavery Act 2018 (Cth); the Modern Slavery Act 2018 (NSW); the Modern Slavery Act 2015 (UK); and Division 270 of the Criminal Code Act 1995 (Cth).|
|Order||has the meaning given in clause 1.2.|
|Products||Groundsure Consultancy & Geology Services, Groundsure Insights Products, Groundsure Data and Groundsure Searches Products, each a Product. The full list of current products are located here.|
|Recipient||means the Party in possession or control of Confidential Information and/or Personal Information (as applicable) disclosed to it by the other Party (or its Representatives) in connection with this Contract.|
|Related Body Corporate||has the meaning given to that term in the Corporations Act.|
|Reseller||an entity which is appointed as an authorised distributor of Products pursuant to a written Contract with Groundsure.|
|Reseller Platform||the platform operated by a Reseller which communicates with the Website through the application programming interface connected with the Reseller Platform.|
|Site||the area of land to which a Product relates.|
|Tax Invoice||has the meaning given to it in the GST Law.|
|Taxable Supply||has the meaning given to it in the GST Law.|
|Terminal||a server, laptop, PC, tablet, workstation, portable computer, personal digital assistant, mobile phone or other electronic means of access to (including viewing) the Groundsure Data, and which is internal or personal to the Customer or to an End User.|
|Third Party Conditions||conditions of and restrictions on the use of Third Party Data and Third Party Products, notified to the Customer from time to time.|
|Third Party Data||data which belong to, or are provided by, a Third Party Provider and are used by Groundsure in the Products.|
|Third Party Products||reports and any other products provided by Groundsure to the Customer under the Third Party Conditions of a Third Party Provider as set out at https://www.groundsure.com/au-third-party-provider-conditions-australia/.|
|Third Party Provider||any third party who provides data to Groundsure, including but not limited to a third party that is the subject of Third Party Conditions.|
|Website||the domain associated with the URL www.groundsure.com/au.|