This Terms and Conditions set the terms and understanding for Access Keys Pty Ltd trading as Access Ability Australia to complete a project that delivers the design and development of a AAA Access Key Assist.
Project will include the design and development of digital AAA Access Key Assist. Access Key Assist to feature on AAA Scout+ mobile application.
Resource will be designed for use by patrons with disability, but NOT limited to.
12 month: $40 a month for the minimum subscription term of 12 months.
Terms and Conditions shall become effective upon acceptance of terms by authorised officials and will remain in effect until modified or terminated by any one of the partners by mutual written consent.
Terms of Acceptance
1.1. The Licensor (Access Keys Pty Ltd) is the owner of the Intellectual Work (digital resource) described in this Terms and Conditions.
1.2. The Licensee (client) is not granted any proprietary interest in the Intellectual Work.
1.3. The Licensee wishes to use the Intellectual Work.
1.4. The Licensor grants the Licensee a non-exclusive, non-transferable licence to use the Intellectual Work for the Term and specific purpose set forth in this Terms and Conditions.
1.5. The Licensor supports the Intellectual Work for the benefit of the Licensee by way of Updates.
2.1. The Licensee must:
(a) provide the Licensee’s logo to the Licensor
(b) direct all changes or Updates to Intellectual Work, including the content, layout or imagery, to the Licensor
(c) Not make changes to Intellectual Work or its content
2.2 Copyright Act 1968 (Cth) (‘Copyright Act’) must be adhered to by the Licensee and the Licensor.
3.1 Termination may be affected in the following manner:
(a) upon mutual written consent of either party; or
(b) by either party where the other party defaults in performance of this Terms and
(c) You may terminate your Terms and Conditions before the expiry of the Minimum Term. The cancellation fees are as follows:
If there is 12 months of subscription fee equivalent remaining on the Minimum Term of Terms and Conditions = $480.
If there are less than 12 months but more than 6 months of subscription fee equivalent remaining on the Minimum Term of Terms and Conditions = $400.
And, if there are less than 6 months of membership fee equivalent remaining on the Minimum Term of Terms and Conditions = $300 OR the amount of the future Minimum Term subscription fees payable whichever is the lesser).
3.2. For the purpose of clause 3.1(b), the Licensee will default where:
a) it fails to provide Updates to the Licensor or fails to respond to email correspondence notice regarding Intellectual Work validity within 14 business days.
b) it fails to make payments.
3.3. Upon Termination, the Licensee must immediately cease to print, publish, communicate to the public or use in any manner whatsoever, the licensed Intellectual Work.
3.4. Following Termination of this Terms and Conditions, all reasonable efforts must be made by each party to remove Intellectual Work, logo/s and additional marketing material from mobile application, websites and social media sites within 5 Business Days.
4. Liability and Indemnity
4.1 The Licensor agrees to indemnify the Licensee against all loss, damages, costs, expenses suffered or incurred by the Licensee arising out of or in connection with:
a) any negligent or other wrongful, willful or reckless act or omission of the Licensor;
b) any breach of any term, condition or warranty by the Licensor under this Terms and Conditions.
4.2 The Licensee agrees to indemnify the Licensor against all loss, damages, costs, expenses suffered or incurred by the Licensor arising out of or in connection with:
a) any breach of any term condition or warranty by the Licensee under this Terms and Conditions; or
b) any negligent or other wrongful, willful or reckless act or omission of the Licensee under this Terms and Conditions.
4.3 A party’s liability under the indemnities in clauses 4.1 and 4.2 will be reduced to the extent to which any action, proceedings, claim or demand arises out of any negligent or other wrongful act or omission of a party.
4.4 Subject to Law a party’s total liability to the other party for any one claim made by a party pursuant to this Terms and Conditions, shall be $1 million per event and in the aggregate $5 million.
4.5 Under no circumstances will either party be liable for any indirect, special, incidental or consequential loss or damage, anticipated savings, loss of profit, economic loss, revenue or goodwill.
Definitions and Interpretation
Business Day means any day except a Saturday or Sunday or other public holiday in the State of Victoria.
Copyright means any copyright under the Copyright Act 1968 (Cth) (‘Copyright Act’).
Intellectual Property means any property and the legal right therein of either party developed before or independently of this Terms and Conditions, including inventions, trademark, trading name, design, patent, patent applications, copyrights, know how (trade secrets) and any information embodying proprietary data such as technical data and computer software and in the case of the Licensee includes logo/s, website, hyperlink, images and marketing material.
This Terms and Conditions does not grant and shall not be construed as implying that either party shall have the right to use the Background Intellectual Property of the other in connection with the obligations of a party except as otherwise provided hereunder.
Intellectual Work means designs, artwork, photographs, text, script, copy and other works submitted by the Licensor and selected by the Licensee but does not include any Background Intellectual Property of the Licensee.
Licence means the non-exclusive, non-transferable right to use and distribute Intellectual Work/s for the Term and specified purpose set out in this Terms and Conditions.
Minimum term: The term specified in Terms and Conditions form.
Termination means the conclusion of contractual relations between the Licensor and the Licensee.
Termination Date means the date on which this Term and Conditions is terminated pursuant.
Update means alternations to the Intellectual Work/s made by the Licensor on instruction from the Licensee and agreed to by the Licensor for the purpose validity.
Update Fee means the amount determined by the Licensor based upon the Scope of the Update that is required to be paid by the Licensee to the Licensor as outlined in Item 4 of Schedule 1.
The Licensor agrees to provide the following Services to the Licensee:
(a) Design and development of Intellectual Work/s
(b) Two separate submissions of DRAFT Intellectual Work/s to Licensee for review and opportunity for Licensee to provide any required changes in single submissions only
(c) Intellectual Work/s listed on Access Ability Australia Scout+ app
(d) Intellectual Work/s shared via Access Ability Australia social channels
An introductory subscription fee of $40 per month will apply.
A minimum period of 12 months is minimum term.
Alternations to the Intellectual Work/s made by the Licensor on instruction from the Licensee and agreed to by the Licensor for the purpose of ensuring validity.
The Licensee must pay to the Licensor the Update Fee determined by the Licensor following evaluation of the scope of update required. *POA
All notices are to be in writing and addressed to:
a) the Licensor via email at firstname.lastname@example.org or
b) the Licensor via post to Eastern Innovation, 5a Hartnett Close, Mulgrave, 3170 Victoria; and
c) the Licensee via email provided or
d) the Licensee via postal address provided.
You acknowledge and agree that upon purchasing an Access Key Assist, you will be bound by the Terms and Conditions of Access Ability Australia.