- DEFINITIONS AND INTERPRETATION
Asset means any item or thing provided by You that is registered with Us.
Client Data means any results, data, meta-data, information, or images which originate from You or are created by You or generated by You and provided to Us.
Curo Services means the products, services, platforms and data which may be:
- promoted by the Us on Our website; and/or
- licensed or supplied to You by Us on or through Our website; and/or
- accessed by You on, or through the Our website; and/or
- Software as a service provided to You.
Curo Data means any results, data, meta-data, information, images, alerts, or reports, which originate from Us or are created by Us or generated by the Curo Services (including any of Our platforms) or as otherwise provided in the usual course of business by Us.
Confidential Information means all information (whether in written, electronic or other form) concerning or in any way connected with the Us and/or You, and their respective businesses, services, products (including without limitation the Curo Services), customers, property or affairs and which is disclosed to either the Us or You by the other party, but does not include information which is generally publicly available.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world including current and future registered and unregistered rights in respect of trademarks, copyright, source-code, databases, Product Data, circuit layouts, designs, patents, inventions and discoveries, trade secrets, know-how and confidential information and all other intellectual property.
Party and Parties means Us and You.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.
Privacy Act means the Privacy Act 1988 (Cth).
Standard Shipping means TNT Road Express.
Subscription Fee means the annual or monthly fee payable by You for use of the Curo Services.
Territory means Australia.
Us, We, Our, Sphere Drones means Sphere Communications Pty Ltd ABN 61 003 102 663 trading as Sphere Drones, including Our employees, agents and/or contractors.
You, Your means the party to this Agreement that is not Sphere Drones, including Your employees, agents and/or contractors.
- ACCEPTANCE OF TERMS
3.2 Your continued use of the Curo Services will constitute your acceptance of such modifications.
- LICENCE AND RESTRICTIONS
4.1 By registering with Us and paying the Subscription Fee through Our website or mobile application, or using any of the Curo Services, We hereby grant You a non-exclusive, non-transferable, non-sublicensable licence to access and use the Curo Services in the Territory for Your sole personal use and information (“Licence”).
4.3 You acknowledge and agree You are not a business or individual acting as a reseller of the Curo Services.
4.4.1 decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the Curo Services, including any source code, object code, algorithms, methods or techniques used or embodied therein;
4.4.2 modify, duplicate or create any derivative works based upon the Curo Services or Curo Data;
4.4.3 distribute, resell, commercialise, disclose, market, publish, rent, lease, assign, incorporate into any database, sublicense or otherwise transfer any of the Curo Services or Curo Data in any form to any third party, or use the Curo Services or Curo Data on behalf of or for the benefit of any third party;
4.4.4 remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Curo Services or Curo Data;
4.4.5 data mine, scrape, crawl, email harvest or use any process or processes that send automated queries to the Curo Services or Curo Data; and
4.4.6 incorporate any portion of the Curo Services or Curo Data into any other materials, products or services that are not intended for Your personal use.
4.6 You agree to immediately notify us of any unauthorised use of Your Curo account.
4.7 We may refuse to allow any user from registering or using the Curo Services for any reason at Our sole discretion.
- USE OF THE SERVICES
5.1 You will be responsible for obtaining access to the Curo Services and for all costs and expenses in connection with accessing and using the Curo Services including the Subscription Fee, internet service provider fees, telecom fees, equipment fees and software fees.
5.2 You acknowledge that We have no obligation to assist You in accessing the Curo Services. We will for as long as You are registered to use the Curo Services provide support in using the Curo Services.
5.3 We will not be held liable for any delay, defect, deficiency and/or loss of service in connection with the Curo Services or any loss caused by or on account of or in connection Your use or access to the Curo Services.
- PAYMENT OF THE SUBSCRIPTION FEE
6.1 In consideration for the provision of the Curo Services by Us, You must pay the Subscription Fee to Us.
6.2 Payment of the Subscription Fee is to be paid by Direct Debit, Purchase Order, Paypal, Credit Card or EFTPOS using the payment portal on Our website.
6.3 We will provide you with a Tax Invoice and Receipt on receipt of payment of the Subscription Fee via email to the email address provided by You.
6.4 You acknowledge that Your non-use, or minimal use, of the Curo Services does not in itself constitute a right to a full or partial refund of the Subscription Fee.
6.5 We reserve the right to increase the Subscription Fee at any time without notice to You. Any changes will only affect renewals and not existing accounts for which You have already paid.
6.6 If payment of the Subscription Fee is overdue, We may cancel or suspend delivery of the Curo Services until payment is received by the Us.
6.7 If during the Term we assess Your Asset to be damaged beyond repair or otherwise in a state beyond repair, We will put your Subscription Fee for that Asset on hold for up to sixty (60) days while We communicate with You to determine what other options You may have in respect of that Asset including its replacement. If sixty (60) days has passed since our assessment without You and Us coming to a mutually suitable outcome concerning that Asset, then you forfeit any remaining Subscription Fee for that Asset.
- INTELLECTUAL PROPERTY
7.1 You acknowledge and agree that, as between Us and You:
7.1.1 We are and will remain the sole and exclusive owner of all rights, title and interest in and to the Curo Services and Curo Data, including any and all Intellectual Property Rights contained or embodied within the Curo Services or Curo Data.
7.1.3 You will not, and will not permit or cause any other person or entity to, infringe upon, harm or contest the validity or the Our ownership of the Curo Services or Curo Data, or the creations, inventions and Intellectual Property Rights contained or embodied within the Curo Services and Curo Data.
7.1.4 You will not make copies or derivative works of the Curo Services and Curo Data; and
7.1.6 You retain legal and beneficial ownership and all intellectual property rights in the Client Data but you grant us a worldwide, non-exclusive, royalty-free, sublicensable and transferable licence to us the Client Data in connection with Our business and the Curo Services.
- LIMITED WARRANTY
8.1 To the fullest extent permitted by law, all warranties are excluded. We expressly disclaim all warranties that:
8.1.1 The Curo Services will meet Your requirements or be fit for any particular purpose.
8.1.2 The Curo Services or Curo Data will be error-fee.
8.1.3 If the Curo Services are accessed via Our website or mobile application, that Our website or mobile application will function in an uninterrupted manner, be accessible 24 hours per day 7 days per week or be completely secure.
8.1.4 Any data stored by Curo Services will be accurate, reliable or secure. Notwithstanding, We take all reasonable steps to ensure the accuracy, reliability and security of the Curo Services.
8.1.5 Any errors or defects will be corrected, although We will endeavor to correct errors within a reasonable time related to the correctness, accuracy, reliability of the Curo Services.
8.1.6 The Curo Services will be free of viruses or other harmful components, although We will use reasonable endeavours to ensure that the Curo Services will be free of viruses.
- LIMITATION OF LIABILITY
9.1 To the maximum extent permitted by law, in no event will We be liable to You for any liabilities, claims and expenses, including but not limited to solicitor fees, damages, consequential loss, internet connection fees, and all other third party fees that may arise as a result of Your use of the Curo Services and any related or ancillary supply of good or provision of services.
9.2 In respect of the Curo Services, to the maximum extent permitted by law, in no event will the Our aggregate liability to You exceed the Subscription Fee paid by You.
9.3 Our liability to You in respect of any non-excludable warranty or condition shall be limited to the maximum extent possible to either of the following (as We may decide):
9.3.1 In relation to the Supply of Goods:
(a) the replacement of the Goods or the supply of equivalent Goods; or
(b) the repair of the Goods; or
(c) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(d) the payment of the cost of having the Goods repaired.
9.3.2 In relation to the provision of the Services:
(a) supplying the Services again; or
(b) payment of the cost of having the Services supplied again.
9.4 You release Us from all liability for any loss, claim, damage or injury suffered in connection with the provision of the Curo Services and any related or ancillary supply of goods or provision of services.
9.5 We are not liable to You in any circumstance for indirect, economic or consequential loss suffered by You.
- CONFIDENTIAL INFORMATION
10.1 Each Party (“Recipient”) acknowledges that the other Party (“Disclosing Party”) may disclose to it Confidential Information during the term of the Agreement. All such information will remain the exclusive property of the Disclosing Party.
10.2 Subject to clause 10.3 a Recipient must keep confidential any Confidential Information disclosed to it by the Disclosing Party.
10.3 A Recipient may disclose Confidential Information disclosed to it by the Disclosing Party:
10.3.1 To its officers or employees or financial, legal or other advisers who have a need to know for the purposes of this agreement and who undertake to the Disclosing Party a corresponding obligation of confidentiality to that undertaken by a Recipient under this clause 10;
10.3.3 If required by law, provided that the Recipient must:
(a) To the extent possible, notify the Disclosing Party in writing immediately when it anticipates that it may be required to disclose any Confidential Information disclosed to it by the Disclosing Party; and
(b) If disclosure cannot be avoided:
(i) Only disclose Confidential Information to the extent reasonably required by law; and
(ii) Follow any reasonable directions of the Disclosing Party concerning the disclosure.
- CUSTOMER INDEMNITY
- BREACH AND TERMINATION
12.1.1 Suspend or terminate Your access to the Curo Services and Curo Data immediately upon written notice to You;
12.1.2 Commence proceedings against You for any loss or damage We suffers as a result of the breach;
12.1.4 retain any fees You have paid Us in advance which You agree to forfeit.
12.2 We reserves the right to suspend or terminate Your access to the Curo Services in circumstances where:
12.2.2 An event of force majeure occurs that affects Our ability to provide the Curo Services or Curo Data.
12.3 If any use is made of the Curo Services or the Curo Data by any person or entity other than You and such use is attributed to the act or default of You, then without prejudice to Our other rights and remedies, You will immediately be liable to pay to Us an amount equal to the charges which such person or entity would have been obliged to pay had We granted a Licence and/or subscription to the unauthorised user at the beginning of the period of the unauthorised use.
12.4 Either Party has the right to terminate the Licence, by a written notice to the other party specifying the event or events in relation to which the notice is given, if:
12.4.1 The other Party becomes Insolvent; or
(a) The breach is material and not capable of being cured; or
(b) If the breach is capable of being rectified and the defaulting Party fails to rectify the breach within 30 days of being notified in writing of the breach by the Party giving the notice;
12.4.3 If You fail to rectify any rectifiable breach, We may, at Our election, accept Your failure to rectify as a repudiation of this Licence and accept that repudiation.
- CONSEQUENCES OF TERMINATION
13.1 If this Licence is terminated or expires, all of Your rights to use the Curo Services and Curo Data will immediately end, and You will at Your expense promptly return, or at Our election destroy, any copies of the Curo Services, Curo Data and other Confidential Information that are either in Your possession or under Your control.
13.3 A Party’s termination of this Licence will be without prejudice to any other right or remedy that it may have and will not relieve either Party of any obligation or liability which arose prior to the effective date of such termination.
- REFUSAL OF SERVICE
14.1 We reserve the right, acting reasonably, to refuse to provide the Curo Services and/or the Curo Data to any person, group, organisation or business without providing a reason.
15.1.1 comply with the Privacy Act whether or not You are bound by the Privacy Act.
15.1.2 only use Personal Information We disclose to You for the purposes for which we disclosed that Personal Information.
15.1.3 take all reasonable steps to ensure that You will not act in a way that contravenes the Privacy Act.
- GOVERNING LAW
17.1 You may not assign or transfer Your Licence without Our prior written consent, which We may grant or withhold in Our sole and absolute discretion.
17.3 A right may only be waived in writing, signed by the Party giving the waiver, and no other conduct of a Party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right.
17.4 You may have the benefit of certain statutory guarantees relating to the Services pursuant to the Australian Consumer Law and the Competition and Consumer Act 2010 (Cth). Otherwise, to the maximum extent permitted by law, all terms, conditions or warranties that would be implied into these Conditions or in connection with the supply of the Services by law, statute, custom or international convention (including those relating to quality or fitness for purpose) are excluded.
- ADDITIONAL TERMS APPLICABLE TO HOT SWAP
18.1 Hot Swap provides for a temporary replacement Asset where Your Asset becomes inoperable.
18.2.1 Hot Swap is only applicable where Your Asset requires repairs or maintenance. If We deem that Your Asset is damaged beyond repair, We will inform You and the Hot Swap service is suspended in respect of that Asset;
18.2.2 Hot Swap is subject to availability of the same or similar Asset, which We will endeavor to provide to You but We do not guarantee availability of the same or similar Asset and in such an instance have no further obligation to You in respect of the Hot Swap service;
18.2.3 If We do not possess an identical model of Asset to that You wish to use for the Hot Swap, We may present You with up to three (3) similar Asset options, which you may elect to receive as a Hot Swap Asset;
18.2.4 We agree to pay for all Standard Shipping costs concerning the Hot Swap unless you request another method or provider in which case you will pay for all shipping costs.
18.2.5 In order to be eligible for the Hot Swap, the relevant Asset must have its serial number and place of purchase registered with Us during the initial On-boarding Process or other time approved by Us.
18.2.6 The Hot Swap period for a single Asset is capped at 10 consecutive days commencing when You take delivery of the Hot Swap Asset, unless that Asset was purchased from Us (Hot Swap Cap) in which case the Hot Swap continues until you take receipt of Your Asset unless any delay is out of Our control in which case we may require you to return the Asset or you may continue to rent that Asset for an agreed fee.
18.2.7 For an Asset not purchased from Us, following the Hot Swap Cap, You may continue to rent that Asset for an agreed fee, or return the Hot Swap Asset.
18.2.8 Without limiting, forfeiting or surrendering any of the above provisions, we retain the discretion to work with you to otherwise determine a mutually suitable Hot Swap arrangement with you.
- TERMS OF MAINTENANCE
19.1 We conduct maintenance of an Asset that You have registered with Us
19.2.1 In order to be eligible for Maintenance, the relevant Asset must have its serial number and place of purchase registered with Us during the initial On-boarding Process or other time approved by Us;
19.2.2 Maintenance is conducted in accordance with the Asset manufacturers specifications and/or Our recommendation;
19.2.3 You agree to provide Us with the relevant Asset within one (1) month – before or after – the date that Asset is due for maintenance pursuant to that Asset’s maintenance schedule, or if we notify you otherwise.
19.3 We agree to pay for all Standard Shipping costs concerning the Maintenance.
- TERMS OF REPAIR
20.1 We offer Asset repair services that may be conducted by Us upon Your request.
20.2.1 Upon you making a Repair request to Us, We will advise You of our assessment fee for conducting a preliminary inspection to determine what Repairs we recommend be performed (Preliminary Repair Fee).
20.2.2 If you accept the Preliminary Repair Fee, and upon receipt of the relevant Asset, we will provide you with a repair quotation which is valid for 30 days from the date of issue.
20.2.3 Upon making a preliminary inspection, We have absolute discretion as to whether We will conduct a repair service.
20.2.4 If We decide not to conduct a repair service, We will return the Asset in the state in which it was received, or if you agree to abandon the Asset We will retain the Asset. We are not liable for any loss, damage or cost as a result of the Asset being out of Your possession during a repair or proposed repair.
20.2.5 If We decide not to conduct a repair and You instruct Us that you abandon the Asset, then you forfeit all of your legal and equitable rights to that Asset which you surrender to Us and We become the legal and equitable owner of that Asset.
20.2.6 If you provide Us with an Asset for repair and after reasonable efforts we cannot make contact with you for sixty (60) days from the date we receive the Asset, then You are deemed to have abandoned the Asset and You forfeit all of your legal and equitable rights to that Asset which you surrender to Us and We become the legal and equitable owner of that Asset.
20.2.7 We may, from time to time, require You to purchase and store at Your premises, such spare parts as We consider necessary for the provision of effective Support and Service.
20.3 Shipping costs are the responsibility of you.
21. ON-BOARDING PROCESS
21.1 Within two (2) months of execution of this Agreement, We will conduct an audit of the Asset(s) operated by You for the purposes of Your On-Boarding Process (On-Boarding).
21.2 We may require access to Your premises for the purposes of On-Boarding; in such an instance You agree to provide Us or Our authorised representative with reasonable access to your premises for the purposes of On-Boarding.
21.3 You warrant that you will fully and accurately complete the On-Boarding.
21.4 Should your operations change with the effect of changing any of the On-Boarding information then You will notify us of the change and the relevant information within two (2) weeks of the change.
21.5 We are not liable for any claims, loss, liability or any other adverse effect stemming from Your use of Our goods or services including the Curo Services as a result of You failing to inform Us of any changes in your operations.