These standard terms and conditions (“Terms and Conditions”) apply between CEADE Pty Ltd (ACN 664 580 116) trading as “SnapInsight” (“SnapInsight”) and each customer specified in an executed Order Form (“Customer”) (each a “party” and together the “parties”). These Terms and Conditions, together with an executed Order Form and the End User Terms (each defined below), constitute a binding agreement between the parties and govern the Customer’s and its Users’ access to and use of the Model and the Services.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions and any Order Form, the following definitions and rules of interpretation apply.
Additional Credit Fee: the fee specified in an Order Form for Credits used in any calendar month in excess of the Monthly Credit Allowance, calculated by multiplying the number of excess Credits used (including any fractional Credits) by the applicable fee per Credit.
Agreement: with respect to each Customer, the signed Order Form together with these Terms and Conditions and the End User Terms.
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 an Order Form.
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 an Order Form.
Credit: a unit of measure applied under the Credit Consumption Schedule to measure the Customer’s and its Users’ use of the Model and the Services.
Credit Consumption Schedule: the schedule that applies to the Customer, comprising (a) any Credit consumption rate or charging basis expressly set out in the relevant Order Form; and (b) for any functionality or usage not expressly dealt with in the Order Form, SnapInsight’s standard Credit Consumption Schedule available at https://snapinsight.com/credit-consumption-schedule, in each case as updated in accordance with clauses 3, 4.2, 4.6 and 8.6. To the extent of any inconsistency, an express provision in the Order Form prevails over the standard Credit Consumption Schedule.
Customer Data: the User Credentials, Customer Documentation, Customer File Uploads and any data inputted by the Customer or its Users as part of a Transaction or through the Services. To avoid doubt, Outputs are not Customer Data.
Customer Documentation: the documents, files or other materials (if any) which SnapInsight agrees in writing to add to a Knowledge Base following a written request by the Customer and which the Customer provides to SnapInsight for that purpose. Customer Documentation excludes any documents, files or other materials added to a Knowledge Base but not provided by the Customer.
Customer File Uploads: any documents, files or other materials submitted or uploaded to the Model by the Customer or its Users, including through file attachment functionality.
End User Terms: the end User terms available at https://snapinsight.com/standard-end-user-terms, as may be updated from time to time in accordance with their terms.
Fees: the Consultancy Fees, the Subscription Fees, any Additional Credit Fees and any other fees and charges payable by the Customer to SnapInsight as specified in an Order Form.
Initial Subscription Term: the initial term specified as such in an Order Form, commencing on the Subscription Commencement Date.
Knowledge Base: 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 Knowledge Bases which are used to generate Outputs.
Monthly Credit Allowance: the number of Credits included with the Subscription Fees for each calendar month, as set out in an Order Form. Where no Monthly Credit Allowance applies, the Customer may instead purchase Prepaid Credit Bundles.
New Functionality: has the meaning given in clause 3.1.
Order Form: a written document specifying the Services, Consultancy Services, Credit Consumption Schedule and Monthly Credit Allowance or Prepaid Credit Bundle (as applicable), to be provided by SnapInsight to the Customer and the Fees and Consultancy Fees for such services, and executed by SnapInsight and the Customer.
Output: any result generated by the Model or the Services for the Customer or a User, including as a result of one or more Transactions.
Personal Information: has the meaning given to that term in the Privacy Laws.
Prepaid Credit Bundle: a bundle of Credits purchased in advance by the Customer, as specified in an Order Form. Each Prepaid Credit Bundle will state the number of Credits included and the validity period for their use. Unused Credits in a Prepaid Credit 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.
Renewal Period: has the meaning given to it in clause 12.1.
Services: the subscription services provided by SnapInsight to the Customer pursuant to which the Customer is granted access to the Model to use Knowledge Bases and the SnapInsight Documentation, to generate Outputs, and the Consultancy Services (if any), each as more particularly described in an Order Form and the SnapInsight Documentation.
SnapInsight 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. SnapInsight Documentation specifically excludes Customer Data.
Subscription Commencement Date: the date specified as such in an Order Form.
Subscription Fees: the subscription fees payable by the Customer to SnapInsight for access to the Model, Knowledge Bases, SnapInsight Documentation, support services, the Monthly Credit Allowance and other inclusions specified in an Order Form, whether or not Credits are included.
Term: the period commencing on the Subscription Commencement Date and continuing until the end of the Initial Subscription Term together with any Renewal Periods.
Transaction: each instance of functionality or usage by the Customer or a User that triggers Credit consumption under the applicable Credit Consumption Schedule, including token processing, web search, file upload or processing, reasoning or tool invocation, or any other chargeable use of the Model or the Services. A single question or instruction may trigger one or more Transactions.
User Credentials: the information submitted by each User in order to access the Services.
User: any individual authorised by the Customer, including an individual who is a client, member, employee, agent or independent contractor of the Customer, or who acts for a client or member entity authorised by the Customer, to use the Knowledge Bases and SnapInsight Documentation to submit Transactions and generate Outputs.
1.2 Unless the context otherwise requires, words in the singular will include the plural and words 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 4 and the terms and conditions of the 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 Knowledge Bases and the SnapInsight 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 an Order Form. SnapInsight will provide Consultancy Services with reasonable skill and care. Outcomes may depend on factors outside SnapInsight’s control, and SnapInsight does not guarantee any particular business results.
3. SERVICE IMPROVEMENTS AND NEW FUNCTIONALITY
3.1 During the Term, SnapInsight may offer new features, tools, services, integrations, functionality or capabilities within the Model (New Functionality). SnapInsight may make New Functionality available to the Customer from time to time, subject to these Terms and Conditions, the End User Terms, and any additional terms notified by SnapInsight.
3.2 Unless clause 3.5 applies, before making any New Functionality available for use by the Customer, SnapInsight may offer the Customer the New Functionality by written notice specifying its nature and the applicable Credit Consumption Schedule.
3.3 The Customer may accept an offer of New Functionality and its applicable Credit Consumption Schedule by signed written notice, by email sent by a person authorised by the Customer to request the New Functionality, or through any account-administrator control made available by SnapInsight for that purpose.
3.4 Unless the offer of New Functionality is accepted under clause 3.3, the Customer is not required to use it, and no Credits will be consumed in connection with it.
3.5 For the avoidance of doubt, any New Functionality that does not introduce a new basis of Credit consumption or change the Credit Consumption Schedule applicable to the Customer’s use of the Model (such as performance enhancements, bug fixes and improvements to user experience) will automatically apply to the Customer’s and each User’s use of the Model and the Services without requiring notice, opt-in or any right to opt out.
4. USAGE RIGHTS AND LIMITATIONS
4.1 The Customer acknowledges and agrees that:
4.1.1 Credits are consumed in accordance with the Credit Consumption Schedule. Different Transactions, functionality and types of usage may consume different numbers of Credits, as specified in that schedule;
4.1.2 Credit consumption is cumulative. A single question or instruction may trigger one or more Transactions and consume Credits across multiple types of functionality or usage;
4.1.3 the Monthly Credit Allowance, or any Prepaid Credit Bundle (as applicable), specifies the number of Credits included or purchased for the relevant period;
4.1.4 where the Customer has purchased a monthly subscription:
4.1.4.1 if the number of Credits used in any calendar month exceeds the Monthly Credit Allowance, the Customer must pay the Additional Credit Fee for each Credit in excess of the Monthly Credit Allowance;
4.1.4.2 the Customer may amend the Monthly Credit Allowance, or switch between pricing models, in accordance with clause 8.4; and
4.1.4.3 unless otherwise specified in an Order Form, unused Credits included in a Monthly Credit Allowance do not roll over and will expire at the end of the calendar month to which they relate; and
4.1.5 where the Customer has purchased a Prepaid Credit Bundle:
4.1.5.1 the Credits included in the bundle may be used at any time during the validity period specified in an Order Form;
4.1.5.2 unused Credits at the end of the validity period will expire and are non-refundable; and
4.1.5.3 once the Credits in a bundle are consumed, the Customer must purchase an additional Prepaid Credit Bundle to continue using Credit-consuming functionality, unless it elects to switch to a Subscription with a Monthly Credit Allowance in accordance with clause 8.4.
4.2 SnapInsight may update the Credit Consumption Schedule in accordance with clause 8.6. An updated Credit Consumption Schedule will apply to all Transactions occurring on and from the Adjustment Effective Date, including Transactions that consume Credits included, allocated or purchased before that date, but will not apply retrospectively to Transactions occurring before that date.
4.3 The Customer:
4.3.1 must take reasonable steps to make the End User Terms available to its Users and notify them that access to and use of the Services is subject to those terms, and authorises SnapInsight to display or provide a link to the End User Terms to Users, on the Customer’s behalf, in connection with their access to or use of the Services;
4.3.2 must not agree to or offer any changes to or departures from the End User Terms for any User, other than with SnapInsight’s prior written consent; and
4.3.3 will be responsible for any User’s breach of the End User Terms.
4.4 The Customer will ensure that no User Credential is used by more than one individual User.
4.5 The Customer acknowledges that different Transactions, functionality and types of usage may consume different numbers of Credits, and that Credit consumption is cumulative. A single question or instruction may trigger one or more Transactions and consume Credits across multiple types of functionality or usage. The Customer is responsible for all Credit consumption arising from use of the Model and the Services by its Users.
4.6 The Customer may request that SnapInsight enable or disable certain functionality during the Term by written notice, including by email sent by a person authorised by the Customer to make the request, or through any account-administrator control made available by SnapInsight for that purpose. SnapInsight will use reasonable endeavours to comply with the request. A request takes effect when confirmed by SnapInsight or on a later date specified in that confirmation. No further Order Form or amendment is required solely to give effect to the request. Disabling functionality does not reverse Credits already consumed. Before or at enablement, SnapInsight will notify the Customer of the applicable Credit Consumption Schedule. The Customer’s request, or use of an account-administrator control to enable the functionality, constitutes acceptance of that Credit Consumption Schedule, which will apply on and from the date the functionality is enabled.
4.7 The Customer must not (and will procure that the Users will not) use the Services to access, store, distribute or transmit any viruses, or allow any denial of service attacks, and SnapInsight reserves the right, without liability or prejudice to its other rights against the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 4.7.
4.8 The Customer must not, and must procure that its Users do not:
4.8.1 except as may be allowed by any applicable law:
4.8.1.1 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 SnapInsight Documentation (as applicable) in any form or media or by any means; or
4.8.1.2 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;
4.8.2 access all or any part of the Services, the Model, the Knowledge Bases, the Outputs or the SnapInsight Documentation in order to build a product or service which competes with the Services, the Model, any Knowledge Base or the SnapInsight Documentation; or
4.8.3 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services, the Knowledge Bases, the Outputs or SnapInsight Documentation available to any third party except the Users.
4.9 The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Model, the Knowledge Bases, the Outputs and the SnapInsight Documentation and, in the event of any such unauthorised access or use, promptly notify SnapInsight.
4.10 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 Knowledge Bases, the Outputs or the SnapInsight Documentation which are inconsistent with those contained in the SnapInsight Documentation or the End User Terms, or otherwise incur any liability on behalf of SnapInsight howsoever arising.
5. DATA AND PROPRIETARY RIGHTS
5.1 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.
5.2 For the avoidance of doubt, any Customer Documentation incorporated into a Knowledge Base or any other deliverable, remains Customer Data and no ownership in such Customer Data transfers to SnapInsight by virtue of its incorporation.
5.3 The Customer grants SnapInsight a perpetual licence to access, use and otherwise exploit the Customer Data for the purpose of:
5.3.1 providing the Services and otherwise exercising its rights under the Agreement; and
5.3.2 (other than in respect of User Credentials) improving its products and services, including further training of the Model.
5.4 SnapInsight owns all right, title and interest in and to the Outputs and any other data generated by the Services (together, the SnapInsight Data).
5.5 For the avoidance of doubt, any Customer Data incorporated into any deliverables created in providing the Consultancy Services remains the property of the Customer under clause 5.1. SnapInsight’s rights to use such Customer Data are governed by clause 5.3. As between the parties, SnapInsight owns all intellectual property in those 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.
5.6 SnapInsight will not use any Customer Data to provide services to any other customer without the Customer’s express written consent. Nothing in this clause 5.6 limits SnapInsight’s rights under clause 5.3.2. SnapInsight may use Customer Data in accordance with clause 5.3.2 to improve or train products, services and models that may be used generally, provided that SnapInsight does not disclose, reproduce or make identifiable any specific Customer Data to another customer without the Customer’s express written consent.
5.7 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.
5.8 The Customer agrees that SnapInsight and/or its licensors own all intellectual property rights in the Services, the Model, the Knowledge Bases, the SnapInsight Data and the SnapInsight 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 Knowledge Bases, the SnapInsight Data or the SnapInsight Documentation.
5.9 SnapInsight confirms that it has all rights in relation to the Services and the SnapInsight Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
5.10 The Customer warrants and represents on a continuing basis that:
5.10.1 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 the Agreement;
5.10.2 it will inform individuals whose Personal Information is collected in connection with the provision of the Services under the Agreement of any matters of which a person is required or entitled to be notified of under the Privacy Laws at the time their Personal Information is collected; and
5.10.3 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 the Agreement.
5.11 SnapInsight will take reasonable steps to protect Customer Data and Personal Information from unauthorised access, processing, disclosure or loss.
5.12 SnapInsight may use third party service providers to provide storage, hosting, web search, file processing and related services in connection with the Services, which may involve the processing and storage of Customer Data (including User Credentials). As at the Subscription Commencement Date, one such third party is Microsoft, whose privacy policy is available at https://privacy.microsoft.com/en-us/. Customer acknowledges and agrees that SnapInsight may use such third-party service providers for the purposes outlined in this clause, and that such third party providers may change from time to time in SnapInsight’s sole discretion. A Customer may request information regarding which third party service providers SnapInsight uses by written notice.
6. SNAPINSIGHT’S OBLIGATIONS
6.1 The Services will be provided substantially in accordance with the SnapInsight 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).
6.2 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 6.1.
6.3 SnapInsight will comply with any Customer requests made under clauses 7.1.5 and 7.1.6.
6.4 Notwithstanding the foregoing, SnapInsight:
6.4.1 does not warrant that the Customer’s use of the Services, the Model, the Knowledge Bases, the Outputs, the functionality of any Transaction, and the SnapInsight Documentation will be uninterrupted or error-free, or that the Services, the Model, the Knowledge Bases, the Outputs, the functionality of any Transaction and the SnapInsight Documentation and/or other information obtained by the Customer through the Services will meet the Customer’s requirements; and
6.4.2 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 Knowledge Bases, the Outputs and the SnapInsight Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7. CUSTOMER’S OBLIGATIONS
7.1 The Customer must:
7.1.1 provide SnapInsight with all necessary co-operation in relation to the Agreement, and all necessary access to Customer Data and other information as may be required in order to provide the Services;
7.1.2 comply with all applicable laws and regulations with respect to its activities under the Agreement, including Privacy Laws;
7.1.3 obtain and maintain all necessary licences, consents, and permissions necessary for SnapInsight to perform its obligations under the Agreement, including in relation to the Customer Data and those required by Privacy Laws;
7.1.4 ensure that all Customer Documentation and Customer File Uploads are lawful, do not contain viruses or malicious code, and may be submitted to and processed by SnapInsight and its service providers for the purposes of providing the Services;
7.1.5 immediately notify SnapInsight if it ceases to maintain such licences, consents, and permissions and request in writing that SnapInsight remove any affected Customer Documentation;
7.1.6 promptly notify SnapInsight if any Customer Documentation is superseded or becomes out of date and request in writing that SnapInsight remove such Customer Documentation;
7.1.7 ensure that its network and systems comply with the relevant specifications provided by SnapInsight from time to time; and
7.1.8 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.
7.2 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.
8. FEES
8.1 In order to access the Services, the Customer will pay the Fees to SnapInsight in accordance with this clause 8, an Order Form, and the SnapInsight Documentation.
8.2 The Customer must pay each invoice in full, without set-off or deduction, within 21 calendar days of the date of the invoice.
8.3 SnapInsight will invoice the Customer:
8.3.1 in advance for the Subscription Fees, at the Billing Frequency specified in an Order Form during the Initial Subscription Term and each Renewal Period;
8.3.2 in arrears following the end of each calendar month for any Additional Credit Fees payable by the Customer for that month; and
8.3.3 for the Consultancy Fees (if any) on a time and materials basis, which may be:
8.3.3.1 included in the Subscription Fees as specified in an Order Form; or
8.3.3.2 invoiced separately on a time-and-materials or fixed-fee basis, as specified in an Order Form.
8.3.4 for any Prepaid Credit Bundle, in advance upon purchase of that bundle, in accordance with an Order Form.
8.4 The Customer may elect either (a) a Subscription with a Monthly Credit Allowance, or (b) a Subscription plus Prepaid Credit Bundles. The chosen model will be specified in an Order Form.
8.4.1 Upgrades: The Customer may, during the Term, upgrade to a higher Subscription tier or change from Prepaid Credit Bundles to a Subscription with a Monthly Credit Allowance at any time, by notice to SnapInsight.
8.4.2 Downgrades: A change from a Subscription with a Monthly Credit Allowance to a Subscription plus Prepaid Credit 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.
8.4.3 Billing flexibility: Billing Frequency can be converted from annual to monthly by providing at least 30 days’ written notice before the next anniversary of the Subscription Commencement Date, and the change will take effect from that date.
8.5 Prior to each anniversary of the Subscription Commencement 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.
8.6 On at least 30 days’ written notice, SnapInsight may notify the Customer of an adjustment to any Fees (including Subscription Fees or Additional Credit Fees), the number of Credits included in a Fee, or the Credit Consumption Schedule (Adjustment Notice). The Adjustment Notice must specify the adjustment and a date at least 30 days after the notice on which it will take effect (Adjustment Effective Date). An adjustment applies prospectively only: (a) an adjustment to a Fee applies to Fees invoiced or incurred on or after the Adjustment Effective Date and does not affect Fees already invoiced or paid; (b) an adjustment to the number of Credits included in a Fee applies to any Monthly Credit Allowance or other allocation of Credits arising on or after the Adjustment Effective Date; and (c) an adjustment to the Credit Consumption Schedule applies to all Transactions occurring on or after the Adjustment Effective Date, including Transactions that consume Credits included, allocated or purchased before that date, but does not apply to Transactions occurring before that date. For clarity, SnapInsight may adjust under this clause 8.6 any Credit consumption rate or charging basis, including one expressly set out in an Order Form, and an adjustment made in accordance with this clause does not require a signed amendment to that Order Form. If an adjustment would reasonably be expected to materially increase the Fees payable by the Customer, materially reduce the number of Credits included in a Fee, or materially increase the Credits consumed by existing functionality or usage, the Customer may terminate the Agreement by giving written notice within 14 days after receiving the Adjustment Notice. That termination will take effect immediately before the Adjustment Effective Date. Within 30 days after that termination, SnapInsight will refund: (i) the pro rata portion of any Subscription Fees paid in advance that is attributable to the period after termination; and (ii) the corresponding pro rata portion of the price paid for any Credits remaining unused in a Prepaid Credit Bundle at termination. Those refunds are the Customer’s sole remedy in connection with the adjustment, and clauses 8.7.2 and 12.3.3 are subject to this clause 8.6 only in respect of that termination. If the Customer does not give a termination notice within the 14-day period, the adjustment will take effect on the Adjustment Effective Date.
8.7 All amounts and fees stated or referred to in the Agreement:
8.7.1 are payable in Australian Dollars; and
8.7.2 are, subject to clauses 8.6 and 10.2, non-cancellable and non-refundable, including in respect of unused or expired Credits.
8.8 Words and expressions used in this clause 8.8 which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) have the same meaning in this clause as in the GST Act. Unless expressly stated otherwise, all consideration to be provided under the Agreement is expressed exclusive of GST. If GST is payable on any supply made under the 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 the 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.
9. CONFIDENTIALITY
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information will not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the other party’s lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to clauses 5.12 and 9.3, 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 the Agreement.
9.3 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 9.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.4 Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5 SnapInsight agrees that User Credentials are the Confidential Information of the Customer.
9.6 The Customer agrees that details of the Services, the Model, the Knowledge Bases, the SnapInsight Documentation and the results of any performance tests of the Services are the Confidential Information of SnapInsight.
9.7 No party will make, or permit any person to make, any public announcement concerning the 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.
9.8 This clause 9 will survive termination of the Agreement, however arising.
10. INDEMNITIES
10.1 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 Subscription Commencement Date in Australia, and will indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
10.1.1 none of the circumstances set out in clauses 10.3.1 to 10.3.4 applies to the claim;
10.1.2 SnapInsight is given prompt notice of any such claim;
10.1.3 the Customer provides all reasonable co-operation to SnapInsight in the defence and settlement of such claim; and
10.1.4 SnapInsight is given sole authority to defend or settle the claim.
10.2 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 the 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.
10.3 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:
10.3.1 a modification of the Services, the Model, the Knowledge Bases, the Outputs or the SnapInsight Documentation by anyone other than SnapInsight;
10.3.2 any Customer Data or third party web content accessed or processed through the use of the Model or the Services;
10.3.3 the Customer’s (or any User’s) use of the Services, the Model, the Knowledge Bases, the Outputs, any web search functionality, any file attachment functionality or the SnapInsight Documentation in a manner contrary to the instructions given to the Customer by SnapInsight; or
10.3.4 the Customer’s (or any User’s) use of the Services, the Model, the Knowledge Bases, the Outputs or the SnapInsight Documentation after notice of the alleged or actual infringement from SnapInsight or any appropriate authority.
10.4 The remedies under this clause 10 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.
10.5 The Customer at all times indemnifies and will continue to indemnify, hold harmless and defend 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:
10.5.1 any wilful, unlawful or fraudulent act or omission by the Customer or its Users;
10.5.2 any claim made against SnapInsight or any of its third-party licensors by a User, to the extent arising from or in connection with: (a) the Customer’s provision, authorisation, administration or withdrawal of that User’s access to the Services; (b) any act or omission of the Customer or that User, including any breach of the Agreement or the End User Terms, or the User’s access to, use of or reliance on the Services, the Model, the Knowledge Bases, the Outputs, the SnapInsight Documentation or the Consultancy Services; or (c) Customer Data, including Customer Documentation and Customer File Uploads, except to the extent that the claim is caused by SnapInsight’s breach of the Agreement, negligence or wilful misconduct, or is an infringement claim for which SnapInsight is required to indemnify the Customer under clause 10.1; or
10.5.3 any claim that the use of any Customer Data or the use of the Services, the Model, the Knowledge Bases, the Outputs, the SnapInsight Documentation or Consultancy Services in connection with Customer Data, infringes the rights (including property rights) of any person.
11. LIABILITY
11.1 Nothing in the Agreement excludes SnapInsight’s liability for:
11.1.1 death or personal injury caused by a negligent act or omission of SnapInsight; or
11.1.2 fraud or fraudulent misrepresentation.
11.2 Except as expressly and specifically provided in the Agreement:
11.2.1 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 Knowledge Bases, the Outputs, any web search results, any Customer Data processing, the SnapInsight Documentation or Consultancy Services by the Customer or its Users, and for acts or omissions made or conclusions drawn from such use;
11.2.2 SnapInsight will have no liability for any loss or damage caused by any Customer Data or third party web content, or any errors or omissions in any information, instructions or scripts provided to SnapInsight by the Customer in connection with the Services, the Model, the Knowledge Bases, the Outputs, the SnapInsight Documentation or Consultancy Services, or any actions taken by SnapInsight at the Customer’s direction;
11.2.3 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 the Agreement; and
11.2.4 the Services, the Model, the Knowledge Bases, the Outputs and the SnapInsight Documentation are provided to the Customer on an “as is” basis.
11.3 Subject to clauses 11.1 and 11.2:
11.3.1 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 the Agreement; and
11.3.2 SnapInsight’s total aggregate liability in contract (including in respect of the indemnity at clause 10.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Agreement will be limited to the Fees paid or payable by the Customer under the Agreement in the 12 months immediately preceding the event giving rise to the liability.
12. TERM AND TERMINATION
12.1 The Agreement will, unless otherwise terminated as provided in this clause 12, commence on the Subscription Commencement Date and will continue for the Initial Subscription Term and, thereafter, the Agreement will be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
12.1.1 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 the Agreement will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
12.1.2 otherwise terminated in accordance with the provisions of the Agreement.
12.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:
12.2.1 fails to pay any amount due under the 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;
12.2.2 commits a material breach of any other term of the 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;
12.2.3 repeatedly breaches any of the terms of the 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 the Agreement; or
12.2.4 has a liquidator appointed in respect of it or ceases, or indicates that it is about to cease, carrying on business.
12.3 On termination of the Agreement for any reason:
12.3.1 all licences granted under the Agreement will immediately terminate and the Customer will immediately cease all use of the Services, the SnapInsight Data, and the SnapInsight Documentation;
12.3.2 SnapInsight will cease using Customer Data to provide the Services to the Customer, but may continue to use Customer Data to the extent permitted by clause 5.3.2 or required for legal, compliance, backup or archival purposes;
12.3.3 subject to clause 8.6 and unless otherwise specified in an Order Form, any unused Credits, Monthly Credit Allowance or Prepaid Credit Bundle will expire and will not be refunded; and
12.3.4 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.
13. 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:
13.1 for any actual breach of this Agreement by the Customer or its Users;
13.2 if SnapInsight has not received payment of any Fees, including any Additional Credit Fees, within 15 days of the due date;
13.3 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; or
13.4 if SnapInsight reasonably suspects that the Customer or its Users are attempting to circumvent Credit metering or otherwise misuse any Credit-consuming feature of the Model or the Services.
14. FORCE MAJEURE
SnapInsight will have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the 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.
15. MISCELLANEOUS
15.1 No failure or delay by a party to exercise any right or remedy provided under the 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.
15.2 Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.3 If any provision or part-provision of the 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 the Agreement. If any provision or part-provision of the Agreement is deemed deleted under this clause 15.3 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.
15.4 The Agreement, comprised of the Order Form, these Terms and Conditions, and the End User Terms, 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 the 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 the Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
15.5 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 the 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 the 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.
15.6 An Agreement may be executed by signing an Order Form 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 the Agreement, but all the counterparts will together constitute one and the same agreement.
16. NOTICES
16.1 Any notice required to be given under the Agreement will be in writing and will be delivered by hand or sent by email, pre-paid first-class post or recorded delivery post to the other party at its address set out in an Order Form, or such other address as may have been notified by that party for such purposes.
16.2 A notice delivered by hand will be deemed to have been received when delivered (or, if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by e-mail will be regarded as received when successful transmission can be presumptively demonstrated by return email or other means (which may be automated). 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.
17. LAW AND JURISDICTION
The 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: 06.08.26
