End User Licence Agreement

DiscoverEI’s Geological Bore Log Power BI Custom Visual (BoreLog.pbiviz)

 
 

© Discover EI Solutions Pty Ltd. All rights reserved.

Licence Conditions

The following Terms and Conditions are effective from the Date of Signing on this agreement. This agreement supersedes all previous versions of the DiscoverEI Power BI Custom Visual End User Licence Agreements.

A) This End User Licence Agreement (Licence) is a legal agreement between you (End User) and Discover EI Solutions Pty Ltd (ACN 632 587 476) (Licensor). If you are agreeing to this Licence not as an individual but on behalf of a company, government body or other organisation (Entity) then “End User” means the Entity, and you are binding the Entity to this Licence and you agree that you have the authority to do so.

B) As the Licensor, Discover EI Solutions Pty Ltd has the right to modify the terms of this Licence from time to time, and notification will be provided to the End User.

By purchasing this product, you agree to be bound by the terms of this Licence.

1. The Licensor shall provide the Product and/or perform the Services as requested by the End User.

2. Once the Product is delivered, the End User is responsible for how it is used within the organisation.

3. The Licensor grants to the End User a personal, non-exclusive, non-transferable licence (without the right to sub-license) to use the Product purchased, and/or Product improvements in the future as a result of further Services completed by the Licensor.

4. This Licence does not grant any rights to the source code of the Product to the End User.

5. The Licensor reserves the absolute discretion to refuse to license any Product to any person without giving reasons.

6. Except to the extent expressly permitted by the Copyright Act 1968 (Cth) or other applicable law, the End User agrees not to use the Product or any part or output of the Product to provide:

  • outsourcing and terminal services;

  • not to copy, modify, translate, adapt or distribute the Product

  • not to rent, lease, resell, timeshare, sublicense or lend the Product;

  • not to reverse engineer, reverse assemble, disassemble, reverse compile or imitate the Product or otherwise attempt to access, copy, display or extract the source code of the Product or create derivative works based on the Product;

  • not to claim ownership of the Product in any way; and

  • not to use or copy the Product except as expressly provided in this Licence.

7. In providing any future Services, the Licensor must use the degree of skill, care and diligence reasonably expected of a professional consultant providing services similar to the Services.

8. The End User shall provide to the Licensor, free of cost, as soon as practicable following any request for information, all information in the End User’s power to obtain which may relate to the Services. The Licensor shall not, without the End User’s prior consent, use information provided by the End User for purposes unrelated to the Services.

9. If the End User has requested the Customisation package, any requested variations to the Product by the End User must be submitted in writing or may request the Licensor to submit proposals for variations to the Product.

10. The End User shall pay the Licensor for the Product and/or any Services the fees and expenses at the times and in the manner set out in the Licensor’s submitted invoices. Where this Agreement has been entered by an agent (or a person purporting to act as agent) on behalf of the End User, the agent and End User shall be jointly and severally liable for payment of all fees and expenses due to the Licensor under this Agreement.

11. All amounts payable by the End User shall be due 30 days following issue of an invoice by the Licensor. If the End User fails to make the payment that is due and payable and that default continues for 30 days, the Licensor may provide written notice to the End User specifying the default and requiring payment within 7 days from the date of the notice. Unless payment has been made by the End User in full, the Licensor may suspend the Services any time after expiration of the notice period. The Licensor must promptly lift the suspension after the End User has made the payment.

12. Where the Licensor breaches this Agreement, the Licensor is liable to the End User for reasonably foreseeable claims, damages, liabilities, losses or expenses caused directly by the breach. The Licensor shall not be liable to the End User under this Agreement for the End User’s indirect, consequential or special loss, or loss of profit, however arising, whether under contract, in tort or otherwise.

13. The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses, shall be five times the fee (exclusive of GST and disbursements) with a maximum limit of $500,000.

14. Neither Party shall be considered liable for any loss or damage resulting from any occurrence unless a claim is formally made on a Party within three years from completion of the Services.

15. The Licensor shall take out and maintain for the duration of the Services a policy of Professional Indemnity insurance for the amount of liability under Clause 10. The Licensor undertakes to use all reasonable endeavours to maintain a similar policy of insurance for six years after the delivery of the Product and/or carrying out of future Services.

16. If either Party is found liable to the other (whether in contract, tort or otherwise), and the claiming Party and/or a Third Party has contributed to the loss or damage, the liable Party shall only be liable to the proportional extent of its own contribution.

17. Intellectual property prepared or created by the Licensor in delivering the Product and/or carrying out of future Services, and provided to the End User as a deliverable, (“New Intellectual Property”) shall be jointly owned by the End User and the Licensor. The End User and Licensor hereby grant to the other an unrestricted royalty-free license in perpetuity to copy or use New Intellectual Property. The End User's rights in relation to this New Intellectual Property are conditional upon the End User having paid all amounts due and owing to the Licensor in accordance with Clause 11. Intellectual property owned by a Party prior to the commencement of this Agreement (Pre-existing Intellectual Property) and intellectual property created by a Party independently of this Agreement remains the property of that Party. The Licensor accepts no liability for the use of New Intellectual Property or Pre-existing Intellectual Property other than to the extent reasonably required for the intended purposes.

18. The End User may suspend all or part of the Services by notice to the Licensor who shall immediately make arrangements to stop the Services and minimise further expenditure. The End User and the Licensor may (in the event the other Party is in material default that has not been remedied within 14 days of receiving the other Party’s notice of breach) either suspend or terminate the Agreement by notice to the other Party. If the suspension has not been lifted after 2 months the Licensor has the right to terminate the Agreement and claim reasonable costs as a result of the suspension. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.

19. The Parties shall attempt in good faith to settle any dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation.

20. The Licensor agrees that it will be bound by the Information Privacy Principles and any applicable Code of Practice with respect to any act done or practice engaged in by the Licensor under or in connection with this Agreement in the same way and to the same extent as the End User would have been bound had it been directly done or engaged by the End User.

21. The Licensor will not disclose any confidential information of the End User’s given or received in connection with this Agreement.

22. The Licensor agrees to seek and obtain approval from the End User, prior to publicising any involvement in providing either the Product and/or Services.

23. An amendment or variation to this Agreement is not effective unless provided in writing and signed by both Parties.

Questions?

Please get in touch with the team at DiscoverEI info@discoverei.com.