Terms and Conditions
- BatNav SaaS Pty Ltd ABN 83 645 325 524 (we, us or our), provide the Services which are accessible at https://batnav.com, and may be available through other addresses and channels (Site).
- These terms and conditions (Terms):
- are between us and you, together the Parties and each a Party;
- set out the terms and conditions upon which we agree to grant you a right to use the Services; and
- are binding on you on and from the date on which you accept these Terms (Effective Date) until the date on which your Account and these Terms are terminated in accordance with clause 21. (Term).
- You accept these Terms by choosing a Plan and clicking a box indicating your acceptance.
- If you are agreeing to these Terms on behalf of a company, your employer, an organisation, government or other legal entity (Entity), then “you” means the Entity and you are binding that Entity to these Terms. If you are accepting these Terms on behalf of an Entity, you as an individual represent and warrant that you are authorised by the Entity to do so.
2. Plans & Services
- Plan means the plan you choose, including the Fees, billing cycle, features, as set out on our Site and post purchase, as set out within your Account.
- Project means the specific project for which you are procuring the Services.
- Services means the Software and the SaaS Services as further particularised in the Plan, any IT support services (as described in clause 6) and any additional services requested throughout the Term and agreed to by us.
- SaaS Services means our Software as a service which allows you to generate and download the Products and use our Product Support Services. The SaaS Services are further described in the Plan and/or on our Site.
- When you sign-up for the Services, you will need to select a Plan and enter an identifier for your Project. Each Plan can only be used for one Project. If you have multiple Projects, you must purchase multiple Plans. After purchase of a Plan, you cannot change the Project to which that Plan applies. If you wish to change the name of the Project, you must provide us with a written request to change the name in a form acceptable to us.
- In consideration of payment of the Fees (as set out in the Plan), we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.
- You agree that we may amend the Services (including any features) or the Fees at any time, by providing notice to you. If you do not agree to any amendment made to the Services or the Fees, you may terminate these Terms in accordance with clause 21.1.
- We warrant and agree that, we will use reasonable efforts to ensure all of our obligations under these Terms will be carried out:
- by suitably competent and trained Personnel; and
- in an efficient and professional manner.
- After you accept these Terms, the Site will create an Account for you, in order for you and your Authorised Users to access and use the Services.
- You must ensure that any information you provide to us or we request from you for your Account, is complete and accurate and you are authorised to provide this information to us.
- You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.
- It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Authorised Users and for ensuring that any activities on your Account comply with these Terms.
- You acknowledge and agree that we are a SaaS Services provider and accordingly we are not responsible for the management or administration of your Account or your Authorised Users. If applicable, you must ensure that if an employee or contractor is an Authorised User and they end their relationship with you, you remove their access to the Account within 7 business days.
4. SaaS Licence and Restrictions on Use
- Subject to the payment of any applicable Fees and your and your Authorised Users compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the SaaS Services for the Term, for your use and enjoyment of the SaaS Services, as contemplated by these Terms (Licence).
- You must not and must ensure your Authorised Users do not access or use the SaaS Services except as permitted by the Licence and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property Rights, including to;
- use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
- use the Services in any way that damages, interferes with or interrupts the supply of the Services;
- introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
- reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details (other than Authorised Users);
- carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
- use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;
- if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person’s privacy; or
- circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users.
5. SaaS Access and Availability
- We agree that, we will use reasonable efforts to ensure the SaaS Services have a minimum availability of 99% on a 24x7x365 basis, except for where the SaaS Services are unavailable for maintenance and updates in accordance with clause 5.2, or where the interruption is caused or contributed by you or any event or circumstance outside our reasonable control, including any Force Majeure Event. The availability percentage will be calculated as: the minutes the SaaS Services were available in the month, plus the minutes an exception to availability applied, divided by all the minutes in the month, multiplied by 100.
- From time to time, we may perform scheduled and emergency maintenance and updates in relation to the SaaS Services. You agree that access to, or the functionality of all or part of the SaaS Services may need to be suspended for a time in order for us to do this.
- We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the SaaS Services.
6. IT Support Services
- During the Term, we will provide you technical IT support services for the SaaS Services via telephone, or as otherwise agreed between the Parties, provided that where IT support is required, you make a booking through the SaaS Services (or via email if the SaaS Services cannot be accessed) and you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault).
7. Product Support Services
- During the Term, we will provide you the ability to submit questions via the SaaS Services to our professionals and have these responded to (Product Support Services). Any questions submitted must be submitted in accordance with the process set out on the SaaS Services (which may be updated by us from time to time) and must be directly related to the Product for the Project your Plan is for.
- We reserve the right to refuse to respond to any question which we consider, in our reasonable opinion, is outside the scope of the Services.
- All questions which fall within the scope of the Services will be responded to within a reasonable period of time.
- Any responses provided by our professionals are provided by Personnel with relevant qualifications and experience. However, because the Services may be used by anyone in any country, state or territory, any such professional may not be qualified, accredited or have experience in your particular jurisdiction.
8. The Products
- Products means the downloadable deliverables provided to you through the SaaS Services with the advice for the procurement of the High-Value Electrical Energy Storage Systems for your Project, based on the information provided by you.
- To generate the Products you must answer a series of questions, as prompted by the SaaS Services.
- Use of the Products is subject to the licence provided in clause 10.2.
- Subject to clause 9, you may use the SaaS Services to modify and regenerate the Products throughout the Term if the information originally provided changes.
- You acknowledge that accuracy of the Products is reliant on the accuracy of the information provided by you, and the provision of inaccurate or incomplete or out of date information by you can affect the accuracy of the Products.
- IMPORTANT: It is solely your responsibility to know the obligations under any professional services law within the relevant jurisdictions of the Project and to have the Products approved by an professional with the required licences, accreditations, qualifications and registrations for the relevant jurisdictions (this does not form part of the Services). You cannot use the Products for your Project until approved by such a professional. Prior to the Products being generated, you will be asked to provide the details of your professional for approval (i.e. their name, title and any applicable licence, accreditation, qualification and registration numbers (or similar)) for reproduction on the Products. We do not accept any Liability for:
- any failure or delay in having the Products approved;
- the requirement to confirm that the specified professional has licences, accreditations, qualifications and registrations as required for your jurisdiction; or
- the approval by the specified professional.
9. Fair Use
- Where you continuously or frequently submit requests for the Product Support Services of a volume or effort level that is greater than average (based on the data we gather from requests by our other customers) or modify and regenerate the Products of a volume that is greater than average (based on the data we gather from requests by our other customers), we may:
- temporarily suspend access and give you notice of this; and
- if you do not adjust your usage in line with any request to do so:
- adjust our response time to Product Support Requests accordingly or suspend access to the modification feature for Products (as applicable); and
- vary the Fees to reflect your increased use of our limited resources, effective on and from us giving you written notice of the new Fees; or
- terminate these Terms in accordance with clause 21.2(a)(4).
10. Intellectual Property (including use of the Products)
- You agree that all Intellectual Property Rights:
- in the Services;
- the Products;
- the Analytics;
- in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Services and any machine learning algorithms output from the Services); and
- Feedback, will at all times vest, or remain vested, in us (or, if applicable, our third party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
- We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence to use, copy, disseminate, distribute and publish the Products solely for the purpose of procurement of a High-Value Electrical Energy Storage Systems for your Project to which the Products apply and for your internal record keeping purposes. The right and licence in this clause 10.2 will survive the expiry or termination of these Terms, unless termination is by us pursuant to clauses 21.2(a)(1), (2), (3), (4) or (6).
- You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use of any Feedback by us.
- You own or licence all of Your Data and you grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence to use, copy, transmit, store and back-up or otherwise access Your Data during the Term and for a reasonable period after the Term to:
- supply the Services (including for to generate the Products and for back-ups) to you (including to enable you, your Authorised Users and your Personnel to benefit from the Services);
- diagnose problems with the Services;
- perform the Analytics;
- enhance and otherwise modify the Services, and
- as reasonably required to perform our obligations under these Terms.
- You represent and warrant that:
- you have obtained all necessary rights, releases and permissions to provide all Your Data to us and to grant the rights granted to us in these Terms;
- Your Data is accurate, complete and up-to-date; and
- Your Data (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity.
- You may export a copy of Your Data from the SaaS Services at any time during the Term.
- Unless specifically permitted in these Terms, you must not whether directly or indirectly, without our prior written consent:
- copy or use, in whole or in part, any of our Intellectual Property;
- reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
- reverse assemble, reverse engineer, reverse compile or enhance the Services;
- attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation;
- breach any Intellectual Property Rights connected with the Services, including altering or modifying any of our Intellectual Property;
- cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
- resell, assign, lease, hire, sub-license, transfer, distribute or make available the Services to third parties;
- “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network; and
- alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services.
- This clause 10 will survive the termination or expiry of these Terms.
- Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
- does not contain identifying information; and
- is not compiled using a sample size small enough to make Your Data identifiable.
12. Privacy and Communication
- You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to Your Data. We assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up Your Data.
- Each Party must, and must ensure that its Personnel and Authorised Users, comply with the legal requirements of any Privacy Laws applicable to it in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
- Subject to clause 11, we agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under these Terms.
- We may contact you with functional notifications via the SaaS Services using in-Account notifications or via-off platform communication channels, such as email.
- You acknowledge and agree that we may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services.
13. Confidential Information
- Each Receiving Party agrees:
- not to disclose the Confidential Information of the Disclosing Party to any third party;
- to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
- to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
- The obligations in clause 13.1 do not apply to Confidential Information that:
- is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
- is authorised to be disclosed by the Disclosing Party;
- is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or
- must be disclosed by Law or by a regulatory authority, including under subpoena.
- Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 13. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 13.
- This clause 13 will survive the termination of these Terms.
- You agree to pay us the Fees as set out in your Plan, and any other amounts payable to us under these Terms, without set-off or delay, via credit card or any other payment method set out on our Site.
- The Fee is payable in advance of the next billing cycle (i.e. monthly or annually) for your Plan and any additional charges will be billed in arrears at the end of the relevant Plan billing cycle (unless otherwise agreed between the Parties).
- You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on our Site.
- You must ensure your chosen payment method has sufficient funds to pay the Fees.
- If any payment has not been made or is not successful in accordance with these Terms, we may (at our absolute discretion):
- immediately cease or suspend the provision of the Services, and recover as a debt due and immediately payable from you, our additional costs of doing so;
- charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these Terms; and
- engage debt collection services and/or commence legal proceedings in relation to any such amounts.
- If you rectify such non-payment within a reasonable time after the Services have been suspended, then we may, at our discretion, recommence the provision of the Services as soon as reasonably practicable.
- The Fees are non-refundable. Subject to your Statutory Rights and to the maximum extent permitted by law, there will be no refunds or credits for any unused Licence (or part thereof).
- You warrant and agree that:
- there are no legal restrictions preventing you from entering into these Terms;
- you are not and have not been the subject of an Insolvency Event;
- you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;
- all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Services;
- you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
- you will inform us if you have reasonable concerns relating to our provision of the Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
- you are responsible for obtaining, and providing to us in a timely manner, any consents, licences, authorities and permissions from third parties necessary for the Services to be provided in accordance with these Terms, at your cost;
- the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without prior written consent;
- you will be responsible for the use of any part of the Services, and you must ensure that no person uses any part of the Services to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Services;
- you have the authority to act on behalf of any person or entity for whom you are using the Services and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services; and
- you have all the hardware, software and services which are necessary to access and use the Services, including any required operating systems as set out on our Site.
16. Australian Consumer Law
- Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights,warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
- If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL.You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
- Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
- This clause 16 will survive termination or expiry of these Terms.
- During the Term we agree to effect and maintain public and product liability insurance, technology liability insurance (including for our professional services), cyber risk insurance and all other insurances required by law, with a reputable insurance provider.
- Except to the extent that the Liability arose from our or any of our Personnel’s negligent acts or omissions, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:
- your or your Personnel’s breach of clause 10;
- any inaccurate, incomplete or out of date information provided by you in connection with the Services; or
- your or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with these Terms.
- This clause 17 will survive termination or expiry of these Terms.
19. Limitations on Liability
- Despite anything to the contrary and to the maximum extent permitted by law:
- we will not be liable for any Consequential Loss;
- a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure to mitigate that Liability; and
- our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us in the immediately preceding 12 months for the supply of the relevant Services to which the Liability relates.
- This clause 19 will survive termination or expiry of these Terms.
20. Exclusions to Liability
- Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, to the extent caused or contributed to by, arising from or connected with:
- loss of, or damage to, any property or any injury to or loss to any person caused or contributed to by you;
- the Computing Environment;
- any reliance on or in relation to the Services (including the Products) by you, including for the purposes of complying with any obligations on you (including under any Laws);
- our reliance on or use of any information or documentation provided by you;
- any amendments or alterations to the Products by you, your Personnel or any third party;
- any delay or failure by you or any of your Personnel to provide any information or documentation necessary to allow us to provide the Services;
- your or your Personnel’s acts or omissions;
- any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
- any work, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been provided by us;
- any Third Party Inputs;
- the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or
- any event outside of our reasonable control.
- You acknowledge and agree that:
- you are responsible for all users using the Services, including your Personnel and your Authorised Users;
- you use the Services and any associated programs and files at your own risk;
- the technical processing and transmission of the Services, including Your Data, may be transferred unencrypted and involves:
- transmissions over various networks; and
- changes to conform and adapt to technical requirements of connecting networks or devices;
- you agree that the provision of the Services may be contingent on, or impacted by, Third Party Inputs;
- we do not make any warranty or representation in respect of the third party products, facilities or services, including Third Party Inputs;
- we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, and your Authorised Users or your Personnel; and
- we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
- This clause 20 will survive termination or expiry of these Terms.
- You may terminate these Terms at any time by giving us 30 days’ notice in writing.
- These Terms will terminate immediately upon written notice by:
- us, if:
- you (or any of your Personnel) breach clause 10;
- you fail to pay any amount due in accordance with the payment terms in the Plan and such amount remains due 30 days after its original due date;
- you (or any of your Personnel) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;
- you do not adjust your usage of our Product Support Services or Products in line with a request by us that is issued in accordance with these Terms;
- for any other reason outside our control which has the effect of compromising our ability to provide the Services; or
- you are unable to pay your debts as they fall due; and
- you, if we:
- are in breach of a material term of these Terms, and that breach has not been remedied within 10 Business Days of being notified by you; or
- are unable to pay our debts as they fall due.
- us, if:
- Upon expiry or termination of these Terms:
- we will cease providing the Services;
- we will continue to provide you with limited access to the SaaS Services for 30 days after expiry or termination of these Terms, solely for the purpose of allowing you to export Your Data from the SaaS Services;
- we will be entitled to permanently delete all Your Data 30 days after expiry or termination of these Terms;
- you agree that subject to your Statutory Rights and to the maximum extent permitted by law, any payments made are not refundable;
- you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
- pursuant to clauses 21.2(a)(1), (2), (3), (4) or (6), the licence for the Products will cease and you also agree to pay us additional costs arising from, or in connection with, such termination; and
- you will immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Confidential Information and Intellectual Property).
- Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
- This clause 21 will survive the termination or expiry of these Terms.
- All amounts payable to us under these Terms exclude GST or any other tax or duty (unless expressly stated otherwise). If any withholding tax is levied on amounts payable to us, then you will increase the amounts paid to us so that the amount we receive after the withholding tax is deducted is the full amount we would have received if no withholding or deduction had been made.
- Access: The Services may be accessed in Australia and overseas. We make no representation that the Services comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Services.
- Amendment: We may update these Terms at any time. Where we update these Terms we will notify you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 21.1.
- Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
- Dispute: If any dispute or claim (including any question regarding its existence, validity or termination) arises out of or in connection with these Terms (Dispute), either Party may issue a notice to the other Party outlining the dispute or claim (Notice of Dispute). Within 14 days of a Notice of Dispute, senior representatives of the Parties must meet in good faith to resolve the Dispute by negotiation or such other means as they mutually agree. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may:
- where the Parties are both located in Australia, refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Queensland Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties; and
- where either Party is located outside of Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA), with such arbitration to be conducted in Brisbane, Queensland, in English and in accordance with the ACICA Arbitration Rules. The costs of the arbitration will be shared equally between the Parties and the determination of the arbitrator will be final and binding.
- Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
- Exclusivity: The Services will be provided to you on a non-exclusive basis.
- Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to terrorism, war, flood, fire, earthquake, storm, epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event).
- Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and your obligations under it.
- Governing law: These Terms are governed by the laws of Queensland, Australia.
- Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
- Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material, with your prior written consent.
- Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
- Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in these Terms, and:
Account means an account accessible to you and your Authorised Users to use the Services;
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;
Analytics has the meaning given in clause 11.1;
Authorised User, if applicable, means a user permitted to access and use the Services under your Account;
Business Day means a day on which banks are open for general bank business in Queensland, Australia, excluding Saturdays, Sundays and public holidays;
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
Confidential Information includes information which:
- is disclosed to the Receiving Party in connection with these Terms at any time;
- is prepared or produced under or in connection with these Terms at any time;
- relates to the Disclosing Party’s business, assets or affairs; or
- relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Disclosing Party means the party disclosing Confidential Information to the Receiving Party;
Fee or Fees means those fees due and payable by you for the Services, as set out in your relevant Plan;
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or your Authorised Users, your suppliers, whether made verbally, in writing, directly or indirectly, in connection with the Services;
GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
High-Value Electrical Energy Storage Systems means systems capable of receiving, holding and releasing electrical energy, with or without a control system, with a value that exceeds typical consumer or domestic applications. High-Value systems include systems used for grid-connected energy storage; commercial or industrial energy storage; an aggregate of identical energy storage systems across separate vehicles such as a fleet of electric vehicles or electric buses; or an aggregate of identical energy storage systems across separate products such as Li-ion cells incorporated in manufactured products;
Insolvency Event means any of the following events or any analogous event:
- a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
- a Party ceases, or threatens to cease, carrying on business;
- a Party is unable to pay the Party’s debts as the debts fall due;
- any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
- any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
- any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business;
Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property;
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Services;
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, and in respect of you include Authorised Users;
Plan has the meaning given in clause 2.1;
Privacy Laws means with respect to us, the Privacy Act 1988 (Cth) and Australian Privacy Principles as set out in that Act and any other applicable Australian legislation or privacy guidelines; and with respect to you, any data or privacy Laws applicable to you;
Products has the meaning given in clause 8.1;
Product Support Services has the meaning given in clause 7.1;
Project has the meaning given in clause 2.2;
Receiving Party means the party receiving Confidential Information from the Disclosing Party;
SaaS Services has the meaning given in clause 2.4;
Services has the meaning given in clause 2.3;
Software means our cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software as described in your Plan and on our Site;
Statutory Rights has the meaning given in clause 16.1;
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by; and
Your Data means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Effective Date and/or developed by or on behalf of you or your Personnel independently of these Terms; and the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel or your Authorised Users into the Services or stored by the Services or generated by the Services as a result of your use of the Services.
In these Terms, unless the context otherwise requires:
- a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
- a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
- a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
- no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
- a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
- a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
- a reference to time is to local time in Queensland, Australia; and
- a reference to $ or dollars refers to the currency of Australia from time to time.
For any questions and notices, please contact us at:
- BatNav SaaS Pty Ltd (ABN 83 645 325 524)
- Email: firstname.lastname@example.org
- Last update: 20 May 2021