Table of Contents

1…… ORDER FORMS. 2

2…… THE SOLUTION. 2

3…… SOFTWARE LICENCE. 2

4…… HOSTED SERVICES. 2

5…… DEVICES. 3

6…… CUSTOMER’S OBLIGATIONS. 3

7…… AI MODEL STORE. 4

8…… SOLUTION FEES. 4

9…… THIRD PARTY PAYMENT PROVIDER. 5

10….. INTELLECTUAL PROPERTY. 5

11….. CONFIDENTIALITY & RESTRAINT. 6

12….. PRIVACY. 6

13….. SECURITY BREACH. 7

14….. CUSTOMER DATA. 7

15….. WARRANTIES. 7

16….. LIMITATION OF LIABILITY. 8

17….. INDEMNITY. 8

18….. Term and TERMINATION. 8

19….. DISPUTE RESOLUTION. 9

20….. NOTICES. 9

21….. FORCE MAJEURE. 10

22….. GENERAL. 10

23….. THIRD PARTY SOFTWARE. 12

24….. DEFINITIONS. 12

Schedule 1    Subscription 14

SMARTAICONNECT SaaS WEB SERVICES / GATEWAY TERMS & CONDITIONS

  • SUBSCRIPTION
    • These terms will apply to all the Customer’s dealings with SmartAIConnect, including being incorporated in all agreements, quotations or orders under which SmartAIConnect is to provide services to the Customer (including via a Subscription) together with any additional terms between the Customer and SmartAIConnect which are recorded in writing).
    • A Subscription is subject to acceptance by SmartAIConnect. A Subscription will be accepted when SmartAIConnect notifies the Customer it has been accepted or makes the Services available to the Customer (whichever occurs first). The effective date of the Subscription is the date it is accepted by SmartAIConnect, unless a different effective date is specified in the Subscription.
    • These terms also apply to the Customer’s use of the AI MODEL LIBRARY/STORE.
    • In the event of any inconsistency between these terms and conditions and any Subscription, the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in a Subscription) will prevail over the other terms of this agreement to the extent of any inconsistency.
  • THE SOLUTION
    • SCOPE OF SOLUTION
      • The Solution includes the Software, Services and Support set out in a Subscription (Solution).
      • Apart from the Support Services set out in the Subscription, this agreement does not require SmartAIConnect to provide any other services to the Customer with respect of the Software, including implementation, integration, configuration or training services. SmartAIConnect may enter into a separate agreement with the Customer for those services.
    • PROVISION OF THE SOLUTION

SmartAIConnect will provide the Solution in accordance with all applicable laws and industry standards.

  • CHANGES TO SOLUTION BY SMARTAICONNECT

SmartAIConnect may from time to time in its absolute discretion install enhancements to the Solution, where enhancements means any upgraded, improved, modified or new versions of the Solution.

  • CHANGES TO SOLUTION BY CUSTOMER
    • The Customer may from time to time seek to change the scope of the Solution (including but not limited to changing the level of Services provided or the Number of Licenced Devices in respect of which the Solution is provided) by applying to SmartAIConnect to vary the terms of the Subscription.
    • Any change to the Subscription sought by the Customer in accordance with clause 4(a) is subject to acceptance by SmartAIConnect.
    • A condition of any acceptance by SmartAIConnect of a request by the Customer to vary the Subscription is that any downgrade to the Subscription sought by the Customer (whether to reduce the level of Services provided or the Number of Licenced Devices or otherwise) will not be effective until the beginning of the Subscription Period immediately following the date on which the Customer seeks to change the scope of the Solution.
  • SOFTWARE LICENCE
    • During the Term, and subject to the terms of this agreement, SmartAIConnect grants to the Customer a non-exclusive, non-transferable licence to use the Solution and Documentation to provide access to the Solution for the Number of Licensed Devices set out in a Subscription.
  • HOSTED SERVICES
    • SmartAIConnect will store Customer Data the Customer collects through the Software using a third party hosting service selected by SmartAIConnect (Hosting Service), subject to the following terms:
      • (hosting location) The Customer acknowledges and agrees that SmartAIConnect may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia.
      • (service quality) While SmartAIConnect will use best efforts to select an appropriate Hosting Service, SmartAIConnect does not guarantee that the Hosting Service will be free from errors or defects or that Customer Data will be accessible or available at all times.
      • (security) SmartAIConnect will use best efforts to ensure that Customer Data is stored securely. However, SmartAIConnect does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Customer Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
      • (backups & disaster recovery) In the event that Customer Data is lost due to a system failure (e.g. a database or webserver crash), SmartAIConnect cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
    • DEVICES
      • The use of a Product and the Software requires the Customer to utilise their own Device(s). It is the Customer’s responsibility to ensure that the Device(s) are compatible with the Product and Software, and that the Device(s) are installed and positioned correctly so that the Customer can use a Product or the Software for the purpose it was intended for.
    • CUSTOMER’S OBLIGATIONS
      • USE OF SOLUTION
        • The Customer must, and must ensure that all Users, comply with this agreement at all times. The Customer acknowledges and agrees that SmartAIConnect will have no liability for any act of a User for damage, loss or expense suffered by a User in connection with the use of the Solution, and will indemnify SmartAIConnect for any such damage, loss or expense.
        • The Customer must not, and must not encourage or permit any User or any third party to, without SmartAIConnect’s prior written approval:
          • make copies of the Documentation or the Solution;
          • adapt, modify or tamper in any way with the Solution;
          • remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
          • create derivative works from or translate the Solution or Documentation;
          • publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
          • sell, loan, transfer, sub-licence, hire or otherwise commercially exploit or make the Solution or Documentation available to any third party not authorised by SmartAIConnect;
          • decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
          • upload data that knowingly contains any viruses or programming routines, macros, or other elements that may damage, intercept or expropriate any system, data or personal information;
          • attempt to circumvent any technological protection mechanism or other security feature of the Solution; or
          • permit any person other than Users to use or access the Solution or Documentation.
        • UNAUTHORISED ACCESS
          • The Customer must:
            • use reasonable efforts to prevent unauthorised access to, or use of, the Software;
            • promptly notify SmartAIConnect of any unauthorised use of any user log-in details, passwords or account or any other known or suspected breach of security; and
            • use reasonable efforts to stop as soon as possible any unauthorised copying or distribution of the Software and Documentation that is known or suspected by the Customer or the Users.
          • AI MODEL LIBRARY/STORE
            • Through the AI MODEL LIBRARY/STORE, the Customer may download software applications (Products) developed by third party application developers (Third Party Developers) for use on the Number of Licensed Devices.
            • The download and use of Products is governed by third party terms and conditions (Third Party Terms) to be accepted by the Customer during the order process. The Customer agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and SmartAIConnect will not be liable for any loss or damage suffered by the Customer in connection with such Third Party Terms.
            • The fees applicable for the Product (Product Fees) are determined by the relevant Third Party Developer and displayed at the time of downloading a particular Product. The Product Fees are due at the times set out on the AI MODEL LIBRARY/STORE at the time of downloading the Product.
            • The Product Fees may be payable by the Customer by way of an automatically renewing subscription (Third Party Subscription). The Third Party Subscription will auto-renew in periods as set out in the Third Party Terms at the time of purchasing the Product.
            • SmartAIConnect may act as agent for a Third Party Developer for invoicing and collection of Product Fees in respect of Products ordered or subscribed for by a Customer through the AI MODEL LIBRARY/STORE on behalf of the Developer.Unless otherwise indicated, the Product Fees are exclusive of any taxes, including GST. In relation to any GST payable for a taxable supply of the Products by SmartAIConnect, the Customer must pay the GST subject to SmartAIConnect providing a tax invoice.
            • SmartAIConnect reserves the right to charge credit card surcharges in the event payments for Product Fees are made using a credit, debit or charge card (including Visa, MasterCard or American Express) by notice to the Customer.
            • The Third Party Developer is solely responsible for all errors or issues associated with a Product and providing all Customer support for their Product. SmartAIConnect is not liable for any loss or damage suffered by the Customer in connection with the Product.
            • SmartAIConnect makes no warranty that Products downloaded by the Customer from the AI MODEL LIBRARY/STORE are fit for purpose or free from defects or errors. The Customer is responsible for making independent inquiries to determine the suitability of the Product for the Customer’s purposes.
            • If the Customer downloads any Product from the AI MODEL LIBRARY/STORE, the Customer consents to SmartAIConnect disclosing Customer Data to the Third Party Developer of that Product as necessary to integrate that Product with the Services or Software, and in accordance with the Privacy Policy.
            • Any exchange of Customer Data between the Customer and the Third Party Developer will be governed exclusively by the relevant Third Party Terms of that Third Party Developer (including any privacy policy). SmartAIConnect is not liable for any unlawful interference, disclosure, or misuse of Customer Data by a Third Party Developer.
            • Third Party Developers may from time to time change their Product Fees or the functionality of their Products. Where this is the case, SmartAIConnect assumes no liability for any inoperability of the Product with the Solution.
          • SOLUTION FEES
            • The Customer must pay to SmartAIConnect the fees for the Solution in the amounts and at the times set out in a Subscription, or as otherwise agreed in writing (Solution Fees).
            • All Solution Fees (for the immediate Subscription Period) must be paid in advance and are non-refundable for change of mind.
            • Unless otherwise agreed in writing:
              • if SmartAIConnect issues an invoice to the Customer, payment must be made by the time(s) specified on such invoice; and
              • in all other circumstances, where no time is specified for payment on such invoice, the Customer must pay for all goods and services within two (2) weeks of receiving an invoice for amounts payable.
            • Unless otherwise indicated, the Solution Fees are exclusive of any taxes including GST. In relation to any GST payable for a taxable supply by SmartAIConnect, the Customer must pay the GST subject to SmartAIConnect providing a tax invoice.
            • SmartAIConnect reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express) by notice to the Customer.
            • SmartAIConnect may reasonably change the Solution Fees by giving the Customer at least two (2) months’ notice prior to the next extension of the Subscription Period.
            • Unless otherwise agreed, SmartAIConnect may, in its absolute discretion:
              • not provide any part of the Solution until the Customer has paid any fees or deposit payable in respect of such Services; and
              • withhold delivery of any part of or all of the Solution until the Customer has paid the invoice in respect of the Solution.
            • THIRD PARTY PAYMENT PROVIDER
              • SmartAIConnect may use third-party payment providers (Payment Providers) to collect the Solution Fees and Product Fees. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. SmartAIConnect reserves the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting the Customer’s payment.
            • INTELLECTUAL PROPERTY
              • CUSTOMER CONTENT
                • SmartAIConnect owns all rights, title and interest (including all Intellectual Property Rights) to the Solution, Documentation and all other content or services made accessible to the Customer in connection with this agreement.
                • The Customer grants to SmartAIConnect (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Customer Content to the extent reasonably required to provide the Solution.
                • The Customer:
                  • warrants that SmartAIConnect’s use of Customer Content as contemplated by a Subscription will not infringe any third-party Intellectual Property Rights; and
                  • indemnifies SmartAIConnect from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of any such infringement.
                • smartAICONNECT IP
                  • Unless otherwise expressly agreed in a Subscription, the Customer will not under these terms or any Subscription acquire Intellectual Property Rights in any SmartAIConnect IP. Any Developed IP will be solely and exclusively owned by SmartAIConnect.
                  • SmartAIConnect grants to the Customer a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use SmartAIConnect IP and any Developed IP to the extent required for the Customer to use, enjoy the benefit of or exploit the Solution.
                • DEFINITIONS
                  • For the purposes of this clause 11:
                    • “Customer Content” means any documents, materials or information supplied by the Customer to SmartAIConnect under or in connection with this agreement or a Subscription, including any Intellectual Property Rights attaching to those materials.
                    • “Developed IP” means any materials produced by SmartAIConnect in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Customer or others, and any Intellectual Property Rights attaching to those materials.
                    • “SmartAIConnect IP” means all materials owned or licensed by SmartAIConnect that is not Developed IP and any Intellectual Property Rights attaching to those materials.
                    • “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
                  • CONFIDENTIALITY & RESTRAINT
                    • CONFIDENTIALITY
                      • Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
                      • This clause does not apply to:
                        • information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
                        • information required to be disclosed by any law; or
                        • information disclosed by SmartAIConnect to its subcontractors, employees or agents for the purposes of providing the Solution or its obligations under this agreement.
                      • RESTRAINT
                        • For the duration of this agreement, the Customer must not employ or engage (or be knowingly involved in another employing or engaging) any officers or employees of SmartAIConnect with which the Customer had contact during the course of a Subscription.
                      • PRIVACY
                        • If Customer gives SmartAIConnect Personal Information, SmartAIConnect must comply with:
                          • the Privacy Act 1988 (Cth), the National Privacy Principles established under that Act and any other applicable Laws relating to privacy; and
                          • the Customer’s reasonable directions in relation to the protection of Personal Information, including how SmartAIConnect collects, holds, uses and discloses the information.
                        • The Customer agrees to SmartAIConnect’s Privacy Policy, which is incorporated into this agreement by reference and governs SmartAIConnect’s collection, use, and disclosure of personal information and Customer Data. SmartAIConnect may update their Privacy Policy from time to time, but will not materially reduce the level of security.
                      • SECURITY BREACH
                        • SmartAIConnect will take all steps that are reasonable or required by law to limit, stop or otherwise remedy any potential, actual or suspected Security Breach.
                      • CUSTOMER DATA
                        • SmartAIConnect will:
                          • establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Customer Data;
                          • not make any undocumented, unreported or authorised configuration changes to SmartAIConnect’s systems or to the information security controls that secure Customer Data, if those changes would materially decrease the protections afforded to Customer Data; and
                          • on request by the Customer, notify the Customer of SmartAIConnect’s current safety and security procedures and safeguards that are made from time to time.
                        • SmartAIConnect will manage any personal information that it collects or holds about the Customer in accordance with the applicable privacy laws and its Privacy Policy.
                      • WARRANTIES
                        • SmartAIConnect’S WARRANTIES
                          • SmartAIConnect warrants that:
                            • during the Term the Solution, when properly accessed and used in accordance with the Documentation, will perform substantially in accordance with the scope of the Subscription or Documentation;
                            • to its knowledge, the use of the Solution in accordance with this agreement will not infringe the Intellectual Property Rights of any third party; and
                            • the support services incorporated within the Subscription will be fit for purpose and provided by Personnel who have expertise in the provision of those support services.
                          • The Solution is provided to the Customer on an ‘as is’ basis, and not on the basis of any additional functionality or features that might be included in the Solution at a later time.
                        • CORRECTION OF DEFECTS
                          • SmartAIConnect will use reasonable efforts correct any errors, bugs or defects in the Solution which arise during the Term and which are notified to SmartAIConnect by the Customer unless the errors, bugs or defects result from:
                            • the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by SmartAIConnect;
                            • any misuse of the Solution; or
                            • the use of the Solution by the Customer other than in accordance with this agreement or the Documentation.
                          • The Customer agrees to provide SmartAIConnect and its Personnel reasonable access to the Solution to assist SmartAIConnect in correcting any defects in the Solution.
                        • EXCLUSION OF OTHER WARRANTIES
                          • To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.
                          • Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Customer may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
                        • LIMITATION OF LIABILITY
                          • To the maximum extent permitted by law, SmartAIConnect’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with a Subscription or these terms and conditions:
                            • is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
                            • is limited, insofar as it concerns other liability, to the total money paid to SmartAIConnect under this agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).
                          • INDEMNITY
                            • The Customer indemnifies SmartAIConnect, its officers, directors, employees, and agents from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:
                              • any breach of this agreement by the Customer; or
                              • any negligent, fraudulent or criminal act or omission.
                            • Term and TERMINATION
                              • Term of agreement

This agreement will commence on the date that the Customer signs this agreement or accepts these terms and conditions, and will continue until this agreement is terminated in accordance with this clause 18 or the Subscription is not renewed in accordance with clause 18.3.

  • term of subscription
    • A Subscription for the Solution will commence on the date specified in the Subscription (Commencement Date), and will continue until the end of the calendar month in which the Commencement Date occurs (Initial Subscription Period), with any Solution Fees paid on a per month basis being payable on a pro-rata basis for the Initial Subscription Period.
    • Following the end of the Initial Subscription Period, the Subscription will automatically extend for a subsequent calendar month (Subscription Period) and at the end of each Subscription Period, will automatically extend for a subsequent Subscription Period unless terminated by a party in accordance with clause 18.3.
  • TERMINATION FOR CONVENIENCE
    • Subject to clause 18.3(b), either party may terminate this agreement for convenience at any time (and the Subscription will not be renewed) by providing at least one (1) month’s written notice to the other party.
    • Where a notice is given by a party pursuant to this clause 3 during a Subscription Period, the termination of the Subscription will take effect on the last day of the next Subscription Period following the date of the notice.
  • TERMINATION FOR CAUSE
    • Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party, or its Users, are in breach of this agreement and either:
      • fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
      • that breach is not capable of remedy.
    • EFFECT OF TERMINATION
      • Upon termination of this agreement:
        • the Customer must pay all amounts owed for goods or services already provided as at the date of termination and any Solution Fees for the Subscription Periods prior to termination;
        • each party must return all property of other parties to those respective parties;
        • each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and
        • no rights, liabilities or remedies of any party will be invalidated by the termination.
      • SURVIVAL
        • Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
      • DISPUTE RESOLUTION
        • A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
        • A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
        • Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.
        • If the dispute is not resolved within a period of 14 business days after the date of the notice, a party may by notice to the other party or parties to the dispute refer the dispute for mediation by the Australian Disputes Centre (the ADC) in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to the ADC (Guidelines). The terms of the Guidelines are hereby deemed incorporated into this agreement.
        • If the dispute is not resolved within 30 days after the appointment of the mediator any party may take legal proceedings to resolve the dispute.
      • NOTICES
        • A notice or other communication to a party under this agreement must be:
          • in writing and in English; and
          • delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party at any time.
        • Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
          • 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
          • when replied to by the other party,

whichever is earlier.

  • FORCE MAJEURE
    • If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
      • reasonable details of the Force Majeure Event; and
      • so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
    • Subject to compliance with clause 21(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    • The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
    • For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      • strikes or other industrial action outside of the control of the Affected Party;
      • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      • any decision of a government authority in relation to COVID-19 or other health pandemic event, or any threat of COVID-19 or other health pandemic event beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
    • GENERAL
      • GOVERNING LAW AND JURISDICTION
        • This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
      • AMENDMENTS
        • This agreement may only be amended in accordance with a written agreement between the parties.
      • WAIVER
        • No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
      • SEVERANCE
        • Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
      • JOINT AND SEVERAL LIABILITY
        • An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
      • ASSIGNMENT
        • A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
      • COUNTERPARTS
        • This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
      • COSTS
        • Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
      • ENTIRE AGREEMENT
        • This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
      • INTERPRETATION
        • (singular and plural) words in the singular includes the plural (and vice versa);
        • (gender) words indicating a gender includes the corresponding words of any other gender;
        • (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
        • (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
        • (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
        • (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
        • (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
        • (headings) headings and words in bold type are for convenience only and do not affect interpretation;
        • (includes) the word “includes” and similar words in any form is not a word of limitation;
        • (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
        • (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.
      • THIRD PARTY SOFTWARE
        • The parties acknowledge that all third party software that is used as part of the gateway component of the SmartAIConnect System is outlined in the below webpage:
  • DEFINITIONS
    • In this agreement, capitalised terms have the meaning given to them in a Subscription, and the following phrases have the meaning set out below.
Term Definition
AI MODEL LIBRARY/STORE means the store accessible on our Website through which the Customer can download Products provided by Third Party Developers for use on the Customer’s Device(s).
Confidential Information means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Customer Data means files, data or any other information, which is uploaded or inserted to the Solution by the Customer or its Users including personal information and Confidential Information.
Device means the Customer’s security camera hardware.
Documentation means all manuals, help files and other documents supplied by SmartAIConnect to the Customer relating to the Solution, whether in electronic or hardcopy form.
Number of Licensed Devices means the number of Devices on which the Customer is licensed to use the Solution (as detailed in the Subscription).
Personnel means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Privacy Policy means SmartAIConnect’s privacy policy, as updated from time to time, located https://smartaiconnect.com/privacy-policy/
Security Breach means any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
Services Means the services to be provided by SmartAIConnect to the Customer as included in the Subscription.
Software means SmartAIConnect Gateway – Version xxxx (as may be updated from time to time in the discretion of SmartAIConnect).
Solution Fees has the meaning given in clause 9(a) and includes any setup fee and the monthly fee for the provision of the Solution, as set out in a Subscription.
Solution has the meaning given in clause 2.
Subscription means a monthly subscription for the provision of the Solution (incorporating relevant levels of Software, Services and Support), the details of which the Customer has approved on or before acceptance of these terms and conditions, as may be amended by agreement between the Customer and SmartAIConnect from time to time.
Support means the level of support provided by SmartAIConnect to the Customer (as part of the Solution) as outlined in the Subscription.
Third Party Software Software that is used as part of the gateway component of the Software
User means a user who has been granted access to the Solution by the Customer, its Personnel, and any other third party who are granted access to the Software or Documentation by the Customer, its users or its Personnel.

Signing Page

By signing below, the Customer and SmartAIConnect agree to the terms and conditions of this Subscription.

The Customer acknowledges and agrees that SmartAIConnect’s SaaS Terms and Conditions have been provided to the Customer and are incorporated into the terms of this Subscription.

The Customer acknowledges and agrees that the person entering into the Subscription on behalf of the Customer is duly authorised by the Customer to do so.

 

Executed as an agreement on _________________ (date)

Signed for and on behalf of the Customer by a duly Authorised Person: )

)

Signature of Authorised Person
Full Name of Authorised Person
Date