1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Additional Transaction Fee: the fee per Transaction specified in the Agreement Details, payable for each Transaction submitted in any calendar month in excess of the Included Transaction Limit.
Agreement Details: the section of this document headed "Agreement Details".
Business Day: a day other than a Saturday, Sunday or public holiday when banks in Victoria, Australia, are open for business.
Change of Control: any change in the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, or the ability to control the exercise of voting rights, management agreement or any other agreement.
Confidential Information: any information that is proprietary or confidential by its nature or is clearly labelled as such.
Consultancy Fees: the fees payable by the Customer to SnapInsight for the Consultancy Services, whether included in the Subscription Fees or charged separately on a time-and-materials or fixed-fee basis, as set out in the Agreement Details or a Quote.
Consultancy Services: the consultancy services (if any) to be provided by SnapInsight to the Customer, whether included in the Subscription Fees or separately described in the Agreement Details or a Quote.
Customer Data: the User Credentials, Customer Documentation and any data inputted by the Customer or its Users as part of a Transaction. To avoid doubt, Outputs are not Customer Data.
Customer Documentation: the documents (if any) which SnapInsight agrees in writing to add to an Insight by accepting Customer’s written request to do so and Customer is to provide such documents to SnapInsight for such purposes. Customer Documentation excludes any documents added to an Insight but not provided by the Customer.
Documentation: the documentation made available to the Customer by SnapInsight from time to time via SnapInsight's website at https://snapinsight.com, which sets out a description of the Services and the user instructions for the Services, which may be updated by SnapInsight from time to time.
Effective Date: the date set out in the Agreement Details.
End User Terms and Conditions: the end User terms and conditions set out in the Attachment to this document.
Fees: the Consultancy Fees, the Subscription Fees, any Additional Transaction Fees and any other fees and charges payable by the Customer to SnapInsight.
Included Transaction Limit: the number of Transactions included with the Subscription Fees for each calendar month, as set out in the Agreement Details. Where no Included Transaction Limit applies, the Customer may instead purchase Prepaid Transaction Bundles.
Initial Subscription Term: the initial term of 12 months or longer as set out in the Agreement Details.
Insight: a database containing content specific to a particular topic.
Model: the "SnapInsight" AI-based model owned by or licenced to SnapInsight, containing one or more Insights which are used to generate Outputs.
Output: the result of a Transaction.
Personal Information: has the meaning given to that term in the Privacy Laws.
Prepaid Transaction Bundle: a bundle of Transactions purchased in advance by the Customer, as specified in the Agreement Details or a Quote. Each Prepaid Transaction Bundle will state the number of
Transactions included and the validity period for their use. Unused Transactions in a Prepaid Transaction Bundle will expire at the end of the validity period.
Privacy Laws: all privacy and data protection laws and regulations relating to or impacting on the handling, processing and/or privacy of Personal Information which apply to SnapInsight and/or a Customer, including the Privacy Act 1988 (Cth), and Spam Act 2003 (Cth), in each case as such laws may be amended, repealed or superseded from time to time.
Quote: a written document outlining the Consultancy Services to be provided by SnapInsight to the Customer and the estimated Consultancy Fees.
Renewal Period: has the meaning given to it in clause 11.1.
Services: the subscription services provided by SnapInsight to the Customer pursuant to which the Customer gets access to the Model to use Insights and the Documentation to generate Outputs, and the Consultancy Services (if any), each as more particularly described in the Agreement Details and the Documentation.
Subscription Fees: the subscription fees payable by the Customer to SnapInsight for the subscription fees payable by the Customer to SnapInsight for access to the Model, Insights, Documentation, support services and other inclusions specified in the Agreement Details, whether or not Transactions are included.
Term: the period commencing on the Effective Date and continuing until the end of the Initial Subscription Term together with any Renewal Periods.
Terms and Conditions: means the section of this document headed “Terms and Conditions”, comprising clauses 1 to 16 of this document.
Transaction: a query which the Customer or one of its Users submits to the Model.
User Credentials: the information submitted by each User in order to access the Services.
Users: any person or entity, including clients, employees, agents and independent contractors of the Customer, who are authorised by the Customer to use the Insights and the Documentation to submit Transactions and generate Outputs
1.2 Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular and words such as include or including are to be interpreted without limitation.
2. SERVICES
2.1 Subject to the Customer paying the Subscription Fees, the restrictions set out in clause 3 and the other terms and conditions of this Agreement, SnapInsight grants to the Customer a non-exclusive, non- transferable right, without the right to grant sublicences, to permit the Users to use the Insights and the Documentation to generate Outputs during the Term solely for the Customer's (or, if applicable, the User's) internal business operations.
2.2 Subject to the terms of this Agreement, SnapInsight will, during the Term, provide the Services to the Customer such that the Customer and its Users are able to submit Transactions and generate Outputs.
2.3 SnapInsight may also provide Consultancy Services to the Customer during the Term, whether included in the Subscription Fees or separately charged under the Agreement Details or a Quote. SnapInsight will provide Consultancy Services with reasonable skill and care. Outcomes may depend on factors outside SnapInsight’s control, so SnapInsight does not guarantee any particular business results.
3. USAGE RIGHTS AND LIMITATIONS
3.1 The Customer acknowledges and agrees that:
3.1.1 the Included Transaction Limit, or any Prepaid Transaction Bundle where applicable, defines the maximum number of Transactions available to the Customer;
3.1.2 If the Customer is on a Subscription with an Included Transaction Limit and the number of Transactions submitted in any calendar month exceeds that limit, the Customer must pay the
Additional Transaction Fee for each Transaction in excess of the limit. If the Customer has elected to purchase Prepaid Transaction Bundles, this clause 3.1.2 does not apply;
3.1.3 the Customer may amend the Included Transaction Limit, or switch between pricing models, in accordance with clause 7.4.
3.1.4 Where the Customer has purchased a Prepaid Transaction Bundle:
(a) the Transactions included in the bundle may be used at any time during the validity period specified in the Agreement Details or the applicable Quote;
(b) unused Transactions at the end of the validity period will expire and are non-refundable; and
(c) once the Transactions in a bundle are exhausted, the Customer must purchase an additional Prepaid Transaction Bundle to continue submitting Transactions, unless it elects to switch to a Subscription with an Included Transaction Limit in accordance with clause 7.4.
3.2 The Customer:
3.2.1 must ensure that its Users are aware of and accept the End User Terms and Conditions before using the Services;
3.2.2 must not agree to or offer any changes to or departures from the End User Terms and Conditions for any User, other than with SnapInsight's prior written consent; and
3.2.3 will be responsible for any User's breach of the End User Terms and Conditions.
3.3 The Customer will ensure that no User Credential is used by more than one individual User.
3.4 The Customer must not (and will procure that the Users will not) use the Services to access, store, distribute or transmit any viruses, or allows any denial of service attacks, and SnapInsight reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 3.4.
3.5 The Customer must not, and must procure that its Users do not:
3.5.1 except as may be allowed by any applicable law:
3.5.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Model and/or Documentation (as applicable) in any form or media or by any means; or
3.5.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Model;
3.5.2 access all or any part of the Services, the Model, the Insights, the Outputs or the Documentation in order to build a product or service which competes with the Services, the Model, any Insight or the Documentation; or
3.5.3 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services, the Insights, the Outputs or Documentation available to any third party except the Users.
3.6 The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Model, the Insights, the Outputs and the Documentation and, in the event of any such unauthorised access or use, promptly notify SnapInsight.
3.7 The Customer must not, without SnapInsight's prior written consent, make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Services, the Model, the Insights, the Outputs or the Documentation which are inconsistent with those contained in the Documentation or the End User Terms and Conditions, or otherwise incur any liability on behalf of the SnapInsight howsoever arising.
4. DATA AND PROPRIETARY RIGHTS
4.1 As between the parties, the Customer will own all right, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
For the avoidance of doubt, any Customer Documentation incorporated into an Insight or any other deliverable, remains Customer Data and no ownership in such Customer Data transfers to SnapInsight by virtue of its incorporation.
4.2 The Customer grants SnapInsight a perpetual licence to access, use and otherwise exploit the Customer Data for the purpose of:
4.2.1 providing the Services and otherwise exercising its rights under this Agreement; and
4.2.2 (other than in respect of User Credentials) improving its products and services, including further training of the Model.
4.3 SnapInsight owns all right, title and interest in and to the Outputs and any other data generated by the Services (together, the SnapInsight Data).
For the avoidance of doubt, any Customer Data that is incorporated into Consulting Deliverables remains the property of the Customer under clause 4.1. SnapInsight’s rights to use such Customer Data are governed by clause 4.2. As between the parties, SnapInsight owns all intellectual property in the Consulting Deliverables other than the Customer Data embedded within them. SnapInsight may re-use any generic know-how, methods, templates or tools developed in the course of providing the Consultancy Services, provided that such re-use does not disclose or include Customer Data in an identifiable form.
4.4 SnapInsight will not use any Customer Data to provide services to any other customer without the Customer’s express written consent. However, SnapInsight may continue to enhance its technology platform using general learnings derived from aggregated system-wide usage data, provided that such improvements do not incorporate, disclose, or recreate any specific Customer Data in an identifiable form.
4.5 SnapInsight grants the Customer and each of its Users a non-exclusive, non-transferable licence, during the Term, to access the SnapInsight Data provided to the Customer or any User solely for the Customer’s and/or its Users’ internal business purposes. The Customer’s and its Users’ right to use the SnapInsight Data does not include the right to sub-licence it, sell or otherwise exploit it, or combine it with other data sources without SnapInsight’s prior written consent.
4.6 The Customer agrees that SnapInsight and/or its licensors own all intellectual property rights in the Services, the Model, the Insights, the SnapInsight Data and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer or any Users any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Model, the Insights, the SnapInsight Data or the Documentation.
4.7 SnapInsight confirms that it has all rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
4.8 The Customer warrants and represents on a continuing basis that:
4.8.1 it has all rights in relation to the Customer Data that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement;
4.8.2 it will inform individuals whose Personal Information is collected in connection with the provision of the Services under this Agreement of any matters of which a person is required or entitled to be notified of under the Privacy Law at the time their Personal Information is collected; and
4.8.3 SnapInsight is authorised, either by consent of the individual or by law, to use, hold and otherwise deal with Personal Information (including the User Credentials) for the purposes of this Agreement.
4.9 SnapInsight will take reasonable steps to protect Customer Data and Personal Information from unauthorised access, processing, disclosure or loss.
4.10 Customer acknowledges that SnapInsight uses third party service providers to provide storage and hosting services in connection with the Services, which involves the processing and storage of Customer Data (including User Credentials). As at the Effective Date, such third party is Microsoft, whose privacy policy is available at https://privacy.microsoft.com/en-us/.
5. SNAPINSIGHT'S OBLIGATIONS
5.1 The Services will be provided substantially in accordance with the Documentation, except to the extent of any non-conformance which is caused by use of the Services contrary to SnapInsight's instructions, or modification or alteration of the Services by any party other than SnapInsight (or persons duly authorised by SnapInsight).
5.2 If the Services do not conform with the foregoing undertaking, SnapInsight will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. 5.3 SnapInsight will comply with any Customer requests made under clauses 6.4 and 6.5.
5.4 Notwithstanding the foregoing, SnapInsight:
5.4.1 does not warrant that the Customer’s use of the Services, the Model, the Insights, the Outputs and the Documentation will be uninterrupted or error- free, or that the Services, the Model, the Insights, the Outputs and the Documentation and/or other information obtained by the Customer through the Services will meet the Customer’s requirements; and
5.4.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer agrees that the Services, the Model, the Insights, the Outputs and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. CUSTOMER’S OBLIGATIONS
The Customer must:
6.1 provide SnapInsight with all necessary co-operation in relation to this Agreement, and all necessary access to Customer Data and other information as may be required in order to provide the Services;
6.2 comply with all applicable laws and regulations with respect to its activities under this Agreement, including Privacy Laws;
6.3 obtain and maintain all necessary licences, consents, and permissions necessary for SnapInsight to perform its obligations under this Agreement, including in relation to the Customer Data and those required by Privacy Laws;
6.4 immediately notify SnapInsight if it ceases to maintain such licences, consents, and permissions and request in writing that SnapInsight remove any affected Customer Documentation;
6.5 promptly notify SnapInsight if any Customer Documentation is superseded or becomes out of date and request in writing that SnapInsight remove such Customer Documentation;
6.6 ensure that its network and systems comply with the relevant specifications provided by SnapInsight from time to time; and
6.7 be solely responsible for procuring and maintaining its network connections, notably the internet connection, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet.
6.8 The Customer will provide timely access to personnel, information, and systems as reasonably required for SnapInsight to perform any Consultancy Services. SnapInsight will not be liable for delays or additional costs caused by the Customer’s failure to provide such access.
7. FEES
7.1 In order to access the Services, the Customer will pay the Fees to SnapInsight in accordance with this clause 7 and the Agreement Details.
7.2 The Customer must pay each invoice in full, without set-off or deduction, within 21 calendar days of the date of the invoice.
7.3 SnapInsight will invoice the Customer:
7.3.1 in advance for the Subscription Fees, at the frequency specified in the Agreement Details during the Initial Subscription Term and each Renewal Term;
7.3.2 in arrears following the end of each calendar month for any Additional Transaction Fees payable by the Customer for that month; and
7.3.3 for the Consultancy Fees (if any) on a time and materials basis, which may be:
(a) included in the Subscription Fees as specified in the Agreement Details; or
(b) invoiced separately on a time-and-materials or fixed-fee basis, as specified in the Agreement Details or Quote.
7.3.4 for any Prepaid Transaction Bundle, in advance upon purchase of that bundle, in accordance with the Agreement Details or the applicable Quote.
7.4 The Customer may elect either (a) a Subscription with an Included Transaction Limit, or (b) a Subscription plus Prepaid Transaction Bundles. The chosen model will be specified in the Agreement Details or a Quote.
7.4.1 Upgrades: The Customer may, during the Term, upgrade to a higher Subscription tier or change from Prepaid Transaction Bundles to a Subscription with an Included Transaction Limit at any time, by notice to SnapInsight.
7.4.2 Downgrades: A change from a Subscription with an Included Transaction Limit to a Subscription plus Prepaid Transaction Bundles may only take effect at the end of the Initial Subscription Term or a Renewal Period, provided the Customer gives at least 30 days’ prior written notice.
7.5 Prior to each anniversary of the Effective Date (each an Adjustment Date), SnapInsight may adjust any of the Fees (including the Subscription Fees) by an amount equal to the percentage change in the Consumer Price Index (Weighted Average, Eight Capital Cities) (CPI) in the previous 12 months. The CPI used for adjustment shall be the most recent index value available prior to the applicable Adjustment Date. SnapInsight will provide a written notice of the proposed increase to the Fees prior to the Adjustment Date.
7.6 All amounts and fees stated or referred to in this Agreement:
7.6.1 will be payable in Australian Dollars; and 7.6.2 are, subject to clause 9.2, non-cancellable and non-refundable. 7.7 Words and expressions used in this clause 7.7 which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act) have the same meaning in this clause as in the GST Act. Unless expressly stated otherwise, all consideration to be provided under this Agreement is expressed exclusive of GST. If GST is payable on any supply made under this Agreement, for consideration that is not expressly stated to include GST, the recipient will, upon receiving a tax invoice from the supplier, pay to the supplier an amount equal to the GST payable on the supply. Where a party is required under this Agreement to indemnify, pay or reimburse an expense or outgoing of another party (Payee), the amount
to be indemnified, paid or reimbursed will be reduced by an amount equal to any input tax credits in respect of the indemnity, expense or outgoing to which the Payee (or the representative member of a GST group of which the Payee is a member) is entitled.
8. CONFIDENTIALITY
8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information will not be deemed to include information that:
8.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
8.1.2 was in the other party’s lawful possession before the disclosure;
8.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
8.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence. 8.2 Subject to clause 8.3, each party must hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
8.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
8.4 Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
8.5 SnapInsight agrees that User Credentials are the Confidential Information of the Customer.
8.6 The Customer agrees that details of the Services, the Model, the Insights, the Documentation and the results of any performance tests of the Services are the Confidential Information of SnapInsight.
8.7 No party will make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 8.8 This clause 8 will survive termination of this Agreement, however arising.
9. INDEMNITIES
9.1 SnapInsight will defend the Customer, its officers, directors and employees against any claim that the Outputs infringe any copyright, or the name SnapInsight infringes any trade mark, effective as of the Effective Date in Australia, and will indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: 9.1.1 the claim does not arise as a result of any of the circumstances set out in clauses 9.5.1 to 9.5.3;
9.1.2 SnapInsight is given prompt notice of any such claim;
9.1.3 the Customer provides all reasonable co-operation to SnapInsight in the defence and settlement of such claim; and
9.1.4 SnapInsight is given sole authority to defend or settle the claim.
9.2 In the defence or settlement of any claim, SnapInsight may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement immediately on notice to the Customer and refund the Customer any Subscription Fees for the unexpired Term as at the date of termination without any additional liability or costs to the Customer.
9.3 In no event will SnapInsight, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
9.3.1 a modification of the Services, the Model, the Insights, the Outputs or the Documentation by anyone other than SnapInsight;
9.3.2 the Customer’s (or any User's) use of the Services, the Model, the Insights, the Outputs or the Documentation in a manner contrary to the instructions given to the Customer by SnapInsight; or
9.3.3 the Customer’s (or any User's) use of the Services, the Model, the Insights, the Outputs or the Documentation after notice of the alleged or actual infringement from SnapInsight or any appropriate authority. 9.4 The remedies under this clause 9, constitute the Customer’s sole and exclusive rights and remedies, and SnapInsight's (including SnapInsight's employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of the rights (including intellectual property rights) of any person.
9.5 The Customer at all times indemnifies and will continue to indemnify, hold harmless and defend the SnapInsight against all liabilities, losses, damages, costs and expenses (including all legal costs determined on a full indemnity basis) suffered or incurred by SnapInsight as a result of any of the following:
9.5.1 any wilful, unlawful or fraudulent act or omission by the Customer or its Users; or
9.5.2 any claim made against SnapInsight (and/or one of its third-party licensors) by a User in respect of or in connection with Customer Data, the Services, the Model, the Insights, the Outputs ,the Documentation and Consultancy Services; or
9.5.3 any claim that the use of any Customer Data or the use of the Services, the Model, the Insights, the Outputs, the Documentation or Consultancy Services in connection with Customer Data, infringes the rights (including property rights) of any person.
10. LIABILITY
10.1 Nothing in this Agreement excludes SnapInsight's liability for:
10.1.1 death or personal injury caused by a negligent act or omission of SnapInsight; or
10.1.2 fraud or fraudulent misrepresentation.
10.2 Except as expressly and specifically provided in this Agreement:
10.2.1 the Customer assumes sole responsibility for, and SnapInsight will have no liability to the Customer for any loss or damage arising in connection with, any use of the Services, the Model, the Insights, the Outputs, the Documentation or Consultancy Services by the Customer or its Users, and for acts or omissions made or conclusions drawn from such use;
10.2.2 SnapInsight will have no liability for any loss or damage caused by any Customer Data or errors or omissions in any information, instructions or scripts provided to SnapInsight by the Customer in connection with the Services, the Model, the Insights, the Outputs, the Documentation or Consultancy Services, or any actions taken by SnapInsight at the Customer’s direction;
10.2.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
10.2.4 the Services, the Model, the Insights, the Outputs and the Documentation are provided to the Customer on an “as is” basis. 10.3 Subject to clauses 10.1 and 10.2:
10.3.1 SnapInsight will not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information,
or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
10.3.2 SnapInsight's total aggregate liability in contract (including in respect of the indemnity at clause 9.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in out of or in connection with this Agreement will be limited to the Fees paid or payable by the Customer under this Agreement in the 12 months immediately preceding the event giving rise to the liability.
11. TERM AND TERMINATION
11.1 This Agreement will, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and will continue for the Initial Subscription Term and, thereafter, this Agreement will be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
11.1.1 either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
11.1.2 otherwise terminated in accordance with the provisions of this Agreement.
11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:
11.2.1 fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
11.2.2 commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.2.3 repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
11.2.4 has a liquidator being appointed in respect of it or ceases, or indicates that it is about to cease, carrying on business.
11.3 On termination of this Agreement for any reason:
11.3.1 all licences granted under this Agreement will immediately terminate and the Customer will immediately cease all use of the Services, the SnapInsight Data, and the Documentation;
11.3.2 SnapInsight will cease all use of Customer Data; and
11.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination will not be affected or prejudiced.
12. SUSPENSION
Without prejudice to any other right or remedy that SnapInsight may have, SnapInsight may suspend the Services at any time immediately by giving notice to the Customer:
12.1 for any actual breach of this Agreement by the Customer or its Users;
12.2 if SnapInsight has not received payment of any Fees within 15 days of the due date; or
12.3 if SnapInsight considers that suspension is reasonably required to protect the security, confidentiality or integrity of the services provided by SnapInsight to any of its customers or the data of SnapInsight or any of its customers.
13. FORCE MAJEURE
SnapInsight will have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or
other industrial disputes (whether involving the workforce of SnapInsight or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14. MISCELLANEOUS
14.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
14.2 Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.3 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 14.3 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
14.5 The Customer will not, without the prior written consent of SnapInsight, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this Agreement. SnapInsight may with prior written consent of the Customer, at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Despite the preceding sentence, the Customer must, on SnapInsight’s request, execute a novation of SnapInsight’s rights and obligations to a related body corporate of SnapInsight or to a third party acquiring all or a substantial part of SnapInsight’s assets.
14.6 This Agreement may be executed in any number of counterparts, and by the parties as separate counterparts, but will not be effective until each party has executed at least one counterpart. Each counterpart will constitute an original of this Agreement, but all the counterparts will together constitute one and the same agreement.
15. NOTICES
15.1 Any notice required to be given under this Agreement will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement Details, or such other address as may have been notified by that party for such purposes.
15.2 A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post.
16. LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of Victoria, Australia and each party irrevocably agrees that the courts of Victoria, Australia, will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Updated: 02.09.25
