Tenders Online Licence Agreement


What makes up this Licence Agreement: The Tenders Online Licence Agreement is comprised of the following parts, which together constitute a single legally binding document (Licence):

  • The Product Schedule (or Product Schedules as the case may be);
  • Part A - The General Terms and Conditions;
  • Parts B onwards - The Product Module/s relevant to the Tenders Online Services and any Special Terms that apply.

By clicking 'I Agree' in the Product, you have accepted the terms of this Licence current as at the time you click 'I Agree'. Those terms supersede any other agreement, whether verbal or written, by any person, sales agent or sales distributor of Tenders Online. 

Any expressions not defined in Parts B onwards in these terms will, unless context otherwise requires, have the meaning given in the General Terms and Conditions. If there is any inconsistency between the General Terms and Conditions and Parts B onwards, Parts B onwards will prevail.

Your use of the Tenders Online Services is conditional on your accepting this Licence. By downloading, installing, copying or otherwise using the Tenders Online Services, you accept and agree to be bound by the terms of this Licence. Acceptance binds you and all of your employees to the terms and conditions of the Licence. If you do not accept those terms and conditions then do not download, install, copy or use the Tenders Online Services.

Part A - General Terms and Conditions

A1. LICENCE TERM

A1.1 This Licence will commence on the Effective Date and will continue for the Initial Period.
A1.2 This Licence will automatically renew for further periods of 1 year (Renewal Period) unless a party gives the other party notice of its intention not to renew at least 90 days before the end of the Initial Period.
A1.3 After the end of the Initial Period, the Customer can terminate this Licence in accordance with clause A18.

A2. LICENCE
A2.1 Tenders Online grants to the Customer a non-exclusive, non-transferable, non-sublicensable limited licence during the Initial Period and each Renewal Period (if any) to access and use the Tenders Online Services solely for the Customer’s internal business purposes in the Territory.

A3. RESTRICTIONS ON LICENCE
A3.1 The Customer must use the Tenders Online Services and Product Data strictly in accordance with the Licence terms.
A3.2 The Customer must use the Tenders Online Services and the Product Data solely for the purpose for which they are intended, and in accordance with all Laws.
A3.3 Except as expressly permitted under this Licence or to the extent permitted by Law, the Customer and its employees, agents and contractors must not:

(a) decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the Tenders Online Services, including any source code, object code, algorithms, methods or techniques used or embodied therein;
(b) modify, duplicate or create any derivative works based upon the Tenders Online Services or the Product Data;
(c) distribute, resell, disclose, market, publish, rent, lease, assign, incorporate into any database, sublicense or otherwise transfer any Product or Product Data in any form to any third party, or use the Tenders Online Services or the Product Data on behalf of or for the benefit of any third party;
(d) remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Tenders Online Services or the Product Data;
(e) data mine, scrape, crawl, email harvest or use any process or processes that send automated queries to the Tenders Online Services or the Product Data;
(f) incorporate any portion of the Tenders Online Services or the Product Data into any other materials, products or services that are not intended for the Customer’s internal business use; and
(g) use, or offer to use, the Tenders Online Services or any Product Data for or in connection with any Direct Marketing activities (unless expressly provided for by this Licence) or with the intention of encroaching upon the privacy of an individual or otherwise breaching the Privacy Act as more specifically set out in clause A22.

A4. ACCESS TO TENDERS ONLINE SERVICES
A4.1 The Customer will access the Tenders Online Services in the manner notified by Tenders Online to the Customer. If Tenders Online provides the Customer with (or allows the Customer to facilitate the generation of) any account, usernames and/or passwords, the Customer:

(a) bears sole responsibility for protecting all usernames and passwords;
(b) must not share or provide such usernames and passwords to any third party;
(c) will remain fully responsible and liable for any authorised or unauthorised use of any usernames and passwords; and
(d) will for security purposes change such usernames passwords periodically or as directed by Tenders Online.

A4.2 The Customer is fully responsible and liable for the acts or omissions of its employees, agents or contractors.
A4.3 If Permitted Users share usernames or passwords in contravention of this clause, each incidence of such sharing will constitute use of the Tenders Online Services by a person or entity other than the Customer within the meaning of clause A18.3.

A5. RIGHTS IN TENDERS ONLINE SERVICES AND PRODUCT DATA
A5.1 Tenders Online is (or its third party service providers are) the sole and exclusive owner of all right, title and interest in and to the Tenders Online Services and the Product Data, including any and all creations, inventions and intellectual property rights contained or embodied within the Tenders Online Services and the Product Data.
A5.2 The Customer:

(a) acquires no rights in or to the Tenders Online Services or the Product Data, except for the limited licence in clause A2;
(b) must not, and must not permit any other person or entity to, infringe upon, harm or contest the validity or Tenders Online’s and its service providers’ ownership of the Tenders Online Services or the Product Data, or the creations, inventions and intellectual property rights contained or embodied within the Tenders Online Services and the Product Data;
(c) must not make copies (other than for back-up or disaster recovery purposes) or derivative works of the Tenders Online Services and the Product Data.

A6. CHANGES TO TENDERS ONLINE SERVICES
A6.1 Tenders Online reserves the right to change or refine the features and functionality of the Tenders Online Services from time to time, although, subject to clause A6.2 below, the Products will during the term of this Licence retain at least the basic features described in the relevant Product Schedule.
A6.2 If Tenders Online decides to cease supporting or providing some or all basic features of a given Product forming part of the Tenders Online Services being provided to the Customer or to cease offering or providing the Product at all, Tenders Online will give the Customer notice of at least 90 days before ceasing to support or provide the said basic features or Product, in which case, without prejudice to any other rights the Customer may have under clause A18, the Customer shall be entitled to terminate this Licence (but only in respect of the said Product) by giving Tenders Online notice of at least 30 days commencing at any time during the said 90 day period.
A6.3 Tenders Online will not be obliged to provide access to Tenders Online Services or Product Data to the extent it is prohibited from doing so by Law or any of its agreements with its suppliers or service providers.

A7. CUSTOMER MATERIALS
A7.1 If the Customer provides any Customer Materials to Tenders Online, the Customer hereby grants to Tenders Online and its service providers a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, the Customer Materials.
A7.2 The Customer represents and warrants to Tenders Online and its service providers that:

(a) it has the right to grant the licences referred to above, in and to the Customer Materials;
(b) the Customer Materials do not and will not infringe the rights of any third parties, Tenders Online and its service providers, including, without limitation, intellectual property rights; and
(c) that the Customer Materials are free of worms, viruses, trojan horses, malware and any other disabling code.

A7.3 The Customer represents and warrants to Tenders Online that it will abide by all applicable Laws, rules and regulations for Customer Materials posted to Tenders Online’s website, including any Personalised Minisite, or entered into the Tenders Online Services.
A7.4 Because the Customer Materials are not in any way developed or provided by Tenders Online, Tenders Online will not be responsible to check or verify any Customer Materials nor assess it for suitability for any purpose. Accordingly, any use of or reliance by the Customer upon anything contained in the Customer Materials will be at the Customer’s own risk.
A7.5 To the extent the Customer Materials include any Personal Information, the Customer warrants that it has obtained consent and authority from the relevant individuals to use and disclose any such Personal Information as contemplated in this Licence, and that use of the Customer Materials will not put Tenders Online in breach of the Privacy Act.
A7.6 Tenders Online may in its discretion remove or refuse to distribute or publish in or within its Products or on any Personalised Minisite any Customer Materials which breach this Licence.
A7.7 Tenders Online reserves the right to:

(a) notwithstanding anything else contained in this Agreement, store any and all data (including Customer Materials) using cloud storage technology; and
(b) measure, tag and/or track the Product Data and any other data or materials from Tenders Online (and any use of them), and to disclose Customer Materials to Tenders Online’s suppliers (under terms of confidentiality) for the purposes of doing so, including for billing purposes and/or to determine interest in certain areas and identify usage patterns.

A8. FEES
A8.1 The Customer will pay the fees set out in the Product Schedule (Fees). All Fees, when paid, are non-refundable, even if the Customer stops using the Tenders Online Services or the Product Data.
A8.2 Except as expressly provided for in the Product Schedule, all Tenders Online Services are GST exclusive. If provision of the Tenders Online Services under this Licence is subject to GST, the Customer must pay to Tenders Online an additional amount equal to the relevant fee multiplied by the applicable GST rate. Such additional amount is payable at the same time as the related fee. Tenders Online will provide the Customer with a Tax Invoice on a periodic basis and in any event in accordance with the GST Law.
A8.3 Tenders Online may at its discretion increase the Fees for or during any Renewal Period by providing the Customer written notice of its intention to do so at least 30 days prior to the application of the increase. On receiving a notice of a Fee increase from Tenders Online, the Customer may terminate this Licence by giving Tenders Online written notice within 30 days of its receipt of the notice of Fee increase.
A8.4 Any amounts not paid to Tenders Online when due will be subject to simple interest equal to 10% per annum, calculated on a daily basis.

A9. LIMITED WARRANTY
A9.1 Tenders Online represents and warrants that the Tenders Online Services will have those features described in the Product Schedule or relevant Product Module, and that it will use commercially reasonable efforts to ensure that the Tenders Online Services are accessible in accordance with this Licence. If this warranty is breached, Tenders Online’s only obligation (and its service providers’ only obligation) is to use commercially reasonable efforts to modify, correct or provide access to the Tenders Online Services.

A10. ALL OTHER WARRANITES EXCLUDED
A10.1 To the fullest extent permitted by Law (subject to clause A10.3), all other warranties are excluded.
A10.2 Tenders Online and its service providers expressly disclaim all warranties:

(a) that the Tenders Online Services or the Product Data will meet the Customer’s requirements or be fit for any particular purpose;
(b) that the Tenders Online Services or the Product Data will be error-free;
(c) that, if the Tenders Online Services and Product Data are accessed via the Tenders Online’s website, Tenders Online’s website will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure;
(d) that, if the Tenders Online Services include software installed by Tenders Online, the software will be secure, timely, uninterrupted or error-free, will operate in combination with any other hardware, software, system or data, or will meet the Customer’s requirements or expectations;
(e) that any data stored by Tenders Online will be accurate, reliable or secure;
(f) that errors or defects will be corrected, although Tenders Online will endeavour to correct errors within a reasonable time;
(g) related to the correctness, accuracy, reliability of the Tenders Online Services or the resulting Product Data (or otherwise);
(h) that the Tenders Online Services will be free of viruses or other harmful components, although Tenders Online will use reasonable endeavours to ensure that the Tenders Online Services will be free of viruses;
(i) that the statistical methods on which any of the Tenders Online Services are based use appropriate or accurate assumptions, are fit for the Customer’s particular purpose or are otherwise suitable for the Customer’s use; or
(j) that the performance of the Tenders Online Services will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by the Tenders Online’s third party suppliers.

A10.3 To the extent that the Competition and Consumer Act 2010 (Cth) implies any warranties under this Licence, then Tenders Online’s liability (and that of its service providers) in respect of those implied warranties is limited:

(a) in the case of goods, to any one or more of the following (as Tenders Online and its service providers may in their discretion determine):

(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; or

(b) in the case of services, to any one of the following (as Tenders Online and its service providers may in their discretion determine):

(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again, except as expressly provided elsewhere in this Licence.

A10.4 The Tenders Online Services are of a general nature and should not be construed as specific advice or relied upon in lieu of appropriate professional advice.
A10.5 The Tenders Online Services do not constitute an appraisal of the subject property. They should not be relied upon in lieu of an appraisal or underwriting process. The accuracy of the methodology used to develop the Product Data generated by the Tenders Online Services, the existence of the subject property, and the accuracy of the predicted value and all rule sets provided are estimates based on available data and are not guaranteed or warranted. The condition of the subject property and current market conditions can greatly affect the validity of the Tenders Online Services and the Product Data. Any Product Data generated does not include a physical inspection of the subject property or a visual inspection or analysis of current market conditions by a licensed or certified appraiser, which is typically included in an appraisal.
A10.6 Any estimated reconstruction cost produced by use of the Product Data is not intended to replace a professional valuation of improvement replacement costs through an appropriately qualified person (such as a valuer or quantity surveyor) as the Product Data does not take into account the scope for variations in construction costs due to matters such as the quality and complexity of a replacement or repair item, the location and market conditions, fluctuations in availability of materials or construction cost information and the delivery and lead time and does not include any allowance for costs associated with content removal costs, landscaping costs, temporary rental costs and the costs of rectifying damage caused during any demolition and construction phases to the land or improvements of the property.
A10.7 Forecast Data must not be relied upon as an accurate prediction of future market performance or construed as advice. Forecast Data does not take into account future market conditions or individual circumstances. The Customer should exercise its own skill and judgment when considering investment decisions and seek professional advice where appropriate. Forecast Data is current only at the date of publication or supply and may change over time. Tenders Online expressly excludes any warranties and representations that Forecast Data is an accurate prediction of future market performance.

A11. THIRD PARTY AGREEMENTS
A11.1 The Customer acknowledges that it has read, understands and agrees to any additional terms, conditions and limitations imposed by Tenders Online’s third party suppliers that are set out in the relevant Product Modules or notified to the Customer.
A11.2 The Customer acknowledges that Tenders Online has entered into licensing agreements for the use of data with various third party data suppliers (Third Party Agreements), and as such Tenders Online is bound by certain contractual obligations. The Customer agrees:

(a) to comply with and/or accept responsibility for Tenders Online’s obligations expressed or implied in those Third Party Agreements, as notified to the Customer;
(b) that a relevant Third Party Agreement may expire or terminate during the period of this Licence, or that suppliers under a Third Party Agreement may cease to provide the relevant services, products or data for any reason or direct Tenders Online to alter the way in which the Tenders Online Services are provided; and that in such circumstances:

(i) Tenders Online will not be required, nor have any obligation, to provide some or all of the Tenders Online Services to the Customer; and
(ii) Tenders Online will have no liability for any failure to provide the Tenders Online Services to the Customer.

A12. LIMITATION OF LIABILITY
A12.1 The Customer assumes the risk in using the Tenders Online Services and the Product Data, as well as total responsibility for establishing such procedures for data backup and virus checking as the Customer considers necessary.
A12.2 To the maximum extent permitted by Law, in no event (including without limitation in the event of liability under clause A22) will Tenders Online’s and its service providers’ aggregate liability to the Customer for any causes whatsoever exceed the lesser of ten thousand dollars (AUD$10,000) and the amount of Fees actually paid by the Customer to Tenders Online under this Licence.
A12.3 To the maximum extent permitted by Law, in no event will Tenders Online or its service providers be liable for:

(a) any Consequential Loss; or
(b) damages for any loss of profits or revenue, loss resulting from interruption of business or loss of use or data, arising out of or relating to this Licence, however caused, even if Tenders Online and its service providers have been advised of or should have known of the possibility of such loss.

A13. THIRD PARTY CLAIMS
A13.1 Tenders Online will defend, or at its option settle, any third party claim or suit brought against the Customer on the basis that the Customer’s use of the Tenders Online Services as permitted under this Licence, infringes any of such party’s Australian patents or copyrights, and will pay any final judgment entered against the Customer or any settlement of such claim or suit.
A13.2 Tenders Online’s obligations in this clause are subject to the following conditions:

(a) the Customer promptly notifies Tenders Online in writing of any allegation of infringement, and fully cooperates with Tenders Online, at Tenders Online’s reasonable cost, in the defence or settlement of such claim or suit;
(b) the Customer makes no admissions;
(c) the Customer at Tenders Online’s request allows Tenders Online or its representatives to solely conduct and/or settle all negotiations and litigation; and
(d) any costs incurred and recovered in such negotiations and litigation will be to the account of Tenders Online and/or its assignee.

A13.3 If any part of the Tenders Online Services or the Product Data is, or in Tenders Online’s opinion may become, subject of any claim or suit for any infringement, Tenders Online may at its own expense and option modify or replace the affected Tenders Online Services or Product Data so that it is non-infringing, or obtain for the Customer the right to continue using the affected Tenders Online Services or Product Data. If neither of those options is in Tenders Online’s opinion commercially reasonable, Tenders Online may terminate this Licence with immediate effect, after which time the Customer’s use of the affected Tenders Online Services or Product Data will be at the Customer’s sole risk.
A13.4 Tenders Online’s obligations under this clause:

(a) will not apply to, and the Customer will indemnify and hold Tenders Online and its service providers harmless from, any claim based upon use of any Tenders Online Services or any Product Data in combination with any equipment, services, data, algorithms, models, indices, tools and/or products not supplied by Tenders Online or its service providers, if the alleged infringement would not have occurred but for such use;
(b) will not apply to, and the Customer will indemnify and hold Tenders Online and its service providers harmless from, any claim relating to Customer Materials, including Tenders Online’s and its service providers’ use of Customer Materials as permitted under this Licence; and
(c) are limited as to quantum as set out in clause A12.

A14. DIRECTIONS
A14.1 The Customer will follow all reasonable instructions that Tenders Online gives about the use of the Tenders Online Services and Product Data.

A15. RECORDS, RIGHT TO INSPECT AND AUDIT
A15.1 The Customer must maintain complete and accurate records of the Customer’s use of the Tenders Online Services and the Product Data.
A15.2 The Customer:

(a) grants Tenders Online and its licensees for that purpose, upon notice to the Customer of at least seven days, the right to inspect and/or audit the Customer’s records and/or system in order to assess the Customer’s compliance with this Licence; and
(b) must co-operate with any investigation concerning the use by the Customer of the Tenders Online Services or Product Data.

A15.3 Without limiting the generality of clause A15.2 above, Tenders Online may within its sole discretion monitor all Product Data and the Customer’s use of the Product, including without limitation by accessing Product logs, but will not access the Customer’s systems for that purpose without giving notice in accordance with clause A15.2 above.

A16. GOOGLE
A16.1 The Tenders Online Services may incorporate Google Maps software provided by Google Inc. Where Google Maps software is incorporated into the Tenders Online Services the Customer agrees to be bound by:

(a) the “Google Maps Terms and Conditions”; and
(b) the “Google Maps Legal Notices” (together the Google Terms).

A16.2 If the Customer breaches the Google Terms, the Customer will indemnify and hold Tenders Online and its service providers harmless from any claim whatsoever by Google Inc. relating to the Customer’s breach of the Google Terms.

A17. CONFIDENTIALITY
A17.1 No Confidential Information may be disclosed by the Customer to any person or entity except:

(a) employees of the Customer requiring the information for the purposes of this Licence who:

(i) are aware of the confidentiality obligations imposed in this clause A17; and
(ii) have entered into written confidentiality agreements with the Customer which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause A17;

(b) to the extent the Customer is required to do so by Law; or
(c) to the extent the Customer is required to do so in connection with legal proceedings relating to this Licence.

A17.2 Subject to its rights under this Licence, no Confidential Customer Information may be disclosed by Tenders Online to any person or entity except:

(a) employees of Tenders Online requiring the information for the purposes of this Licence who:

(i) are aware of the confidentiality obligations imposed in this clause A17; and
(ii) have entered into written confidentiality agreements with Tenders Online which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause A17;

(b) to the extent Tenders Online is required to do so by Law; or
(c) to the extent Tenders Online is required to do so in connection with providing the Tenders Online Services or Products under, or in connection with legal proceedings, relating to this Licence.

A17.3 The Customer must not use Confidential Information, and Tenders Online must not use Confidential Customer Information, except for the purpose of exercising their respective rights or performing their respective obligations under this Licence.
A17.4 Clauses A17.1, A17.2 and A17.3 do not apply to Excluded Information.
A17.5 Notwithstanding clauses A17.1, A17.2 and A17.3, the Customer may disclose parts of the Product Data, or conclusions or summaries of information based on the Product Data, provided that the Customer has first obtained Tenders Online’s prior written consent for such disclosure and the Customer gives Tenders Online credit as the source of the underlying data in a manner reasonably instructed by Tenders Online.
A17.6 The parties will each take any action that is necessary to prevent or remedy any breach of that party’s confidentiality obligations or other unauthorized disclosure of Confidential Information or Confidential Customer Information as the case may be.
A17.7 The Customer acknowledges that due to the unique nature of the Confidential Information, any breach by the Customer of its obligations under this clause A17 could result in irreparable harm to Tenders Online and its service providers for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, Tenders Online and its service providers will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies Tenders Online and its service providers may have at Law.
A17.8 Tenders Online acknowledges that due to the unique nature of the Confidential Customer Information, any breach by Tenders Online of its obligations under this clause A17 could result in irreparable harm to the Customer for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, the Customer will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies the Customer may have at Law.
A17.9 The Customer will not remove, alter, obscure or otherwise modify any trademark, copyright or other proprietary notice or legend or legal disclaimer placed on or contained within the Confidential Information.
A17.10 The Customer may not make press or other announcements or releases relating to this Licence or the transactions that are the subject of this Licence without Tenders Online’s prior written approval as to the form and manner of the announcement or release, unless and to the extent that the announcement or release is required to be made by the Customer by Law or by a stock exchange upon which the Customer is listed.
A17.11 Except as otherwise agreed or duly required by Law or any regulatory authority, no party will disclose the terms of this Licence to any person or entity other than its employees, accountants, auditors, financial advisers or legal advisers on a confidential basis.

A18. BREACH AND TERMINATION
A18.1 If the Customer (or its employees, agents or contractors) breaches any term of this Licence or is in breach of any payment obligation to Tenders Online under any agreement, Tenders Online may, at its election, do one or any of the following:

(a) suspend or terminate the Customer’s access to the Tenders Online Services or Product Data (or any services or data provided by Tenders Online under this Licence or otherwise) immediately upon written notice to the Customer;
(b) commence proceedings against the Customer for any loss or damage Tenders Online suffers as a result of the breach;
(c) refer the matter (including the Customer’s name and contact details) to any debt collector or other third party to assist Tenders Online in collecting any fee not paid to Tenders Online under the terms of this Licence, including conducting any consumer credit searches or listing the Customer with a credit reporting agency.

A18.2 Tenders Online and its service providers reserve the right to suspend or terminate the Customer’s access to the Tenders Online Services (or any other services or products provided by Tenders Online under this Licence or otherwise) in circumstances where:

(a) Tenders Online or its service providers reasonably believe that the Customer (which includes its agents or employees) has used or disclosed the Tenders Online Services, Product Data or other Confidential Information in a manner not permitted under this Licence or otherwise has materially breached this Licence; or
(b) an event of force majeure occurs that affects Tenders Online’s ability to provide the Tenders Online Services or Product Data.

A18.3 If any use is made of the Tenders Online Services or the Product Data by any person or entity other than the Customer and such use is attributed to the act or default of the Customer, then without prejudice to Tenders Online’s other rights and remedies, the Customer will immediately be liable to pay to Tenders Online an amount equal to the charges which such person or entity would have been obliged to pay had Tenders Online granted a licence to the unauthorised user at the beginning of the period of the unauthorised use.
A18.4 Either party has the right to terminate this Licence, by a written notice to the other party specifying the event or events in relation to which the notice is given, if:

(a) the other party becomes Insolvent; or
(b) the other party commits a breach of this Licence, and

(i) the breach is material and not capable of being cured; or
(ii) if the breach is capable of being cured and the defaulting party fails to cure the breach within 30 days of being notified in writing of the breach by the party giving the notice (Rectification Period).

A18.5 If the Customer fails to rectify any breach within the Rectification Period, Tenders Online may, at its election, accept the Customer’s failure to rectify as:

(a) a repudiation of this Licence; and
(b) 90 days notice of the Customer’s intention to terminate this Licence in accordance with this clause A18 commencing from the date the Rectification Period expired.

A18.6 Following the Initial Period, either party may terminate this Licence, with or without cause, upon at least 90 days prior written notice to the other party. If the Customer delivers a written notice to terminate under this clause, it must also deliver payment (if it has not done so already) for the entire 90 days notice period.

A19. CONSEQUENCES OF TERMINATION
A19.1 If this Licence is terminated or expires, all of the Customer’s rights to use the Tenders Online Services and Product Data will immediately end, and the Customer will at its expense promptly return, or at Tenders Online’s election destroy, any copies of Tenders Online Services, Product Data and other Confidential Information that are either in the Customer’s possession or under the Customer’s control.
A19.2 Termination of this Licence will not act as a waiver of any breach of this Licence and will not act as a release of either party from any liability for breach of such party’s obligations under this Licence.
A19.3 A party’s termination of this Licence will be without prejudice to any other right or remedy that it may have, and will not relieve either party of any obligation or liability which arose prior to the effective date of such termination.
A19.4 The following clauses will survive any termination of this Licence: A5; A7; A8; A9; A10, A11.1, A12; A14; A16; A17; A18; A19; A20; A22; and A24.

A20. CUSTOMER INDEMNITY
A20.1 The Customer will indemnify and keep indemnified Tenders Online, its employees and consultants, and each of them, from and against all liabilities, damages, costs, loss or expense incurred by any of them in or arising out of any third party claim made against any of them to the extent that the third party claim arose out of any breach by the Customer of:

(a) clauses A2 or A3 above; or
(b) the rights of any third parties.

A21. NOTICES
A21.1 All notices hereunder will be in writing addressed to the parties at their respective addresses notified to each other from time to time.
A21.2 Notice will be deemed given:

(a) in the case of hand-delivered mail upon delivery or in the case of mail upon written acknowledgment or receipt by an officer or other duly authorised employee, agent or representative or the receiving party (such receipt not to be unduly delayed or withheld);
(b) in the case of ordinary mail on the fourth day after the date of posting;
(c) in the case of email transmission upon the email being sent.

A21.3 A party may change its address for service of notices under this clause by giving written notification of the new address to the other party.

A22. PRIVACY
Mutual obligations
A22.1 The parties must ensure that they will and their employees, agents and contractors will comply with all Privacy Laws in respect of any Personal Information used, disclosed, stored or received in connection with this Licence.
A22.2 Subject to clause A22.1 and any express rights granted under this Agreement, a recipient of Personal Information (Recipient) under this Agreement must not (except to the extent required by Law) use or disclose any Personal Information supplied to it by the disclosing party (Discloser) under this Licence other than for the purposes of performing or exercising its rights and obligations under this Licence.
A22.3 Where a Recipient has reasonable grounds to believe an Eligible Data Breach has occurred (Notifying Party), the Notifying Party will:

(a) notify the Discloser in writing including all relevant details regarding the Eligible Data Breach as soon as practicable upon becoming aware of such a breach; and
(b) cooperate with the Discloser to minimise reputational damage or loss of goodwill, including liaising on communications with the affected individual(s) to minimise disruption or distress to the individual.

A22.4 The Recipient must co-operate and provide all reasonable assistance to the Discloser upon request in relation to:

(a) the resolution of any inquiry, request or complaint by an individual alleging any breach of any Privacy Laws or suspected breach of this Licence,
(b) the rights of individuals to access and correct Personal Information; and
(c) complying with its obligations under any Privacy Law in connection with any Personal Information disclosed to the Recipient by the Discloser under a Product Schedule, including in respect of an Eligible Data Breach, (each a Privacy Investigation), except to the extent that compliance with the direction would cause the Recipient to breach any Law (including Privacy Laws or applicable industry codes), obligation of confidence or contractual obligations.

Customer Obligations
A22.5 The Customer hereby consents to Tenders Online providing a written notice to an affected individual detailing the outcome of any Privacy Investigation that relates to the Customer’s use of the Product or Product Data.
A22.6 The Customer must notify Tenders Online immediately (by email to privacy@Tenders Online.com.au) upon becoming aware:

(a) that the Customer may be required or authorised by Law to disclose or provide access to any Personal Information disclosed to the Customer by Tenders Online in connection with a Product Schedule;
(b) of any material complaint relating to the Customer’s non-compliance with the Privacy Laws in respect of Personal Information collected, use or disclosed in connection with a Product Schedule; or
(c) of any breach of this clause A22.

A23. GENERAL PROVISIONS
A23.1 No right under this Licence will be deemed to be waived except by notice in writing signed by the party to be bound.
A23.2 This Licence will be governed by and construed in accordance with the Laws in force in the State of Queensland. Each party submits to the non-exclusive jurisdiction of the courts of that place.
A23.3 Variations to this Licence will not be binding unless in writing signed by each party. Written acceptance includes email and online notification of a party’s acceptance.
A23.4 The Customer cannot assign this Licence without Tenders Online’s written consent, which will not be unreasonably withheld. Tenders Online may assign this Licence or any right or obligation under this Licence without the prior consent of the Customer, but will give notice to the Customer if this occurs.
A23.5 The Customer warrants that it has not relied:

(a) on any representation made by Tenders Online which has not been expressly stated in this Licence; or
(b) on the descriptions or specifications contained in any document or material produced or made available by Tenders Online.

A23.6 Tenders Online will not be liable for any failure to perform or delay in performing its obligations if the failure or delay results from circumstances beyond the control of Tenders Online (whether happening in the Territory or elsewhere), including acts of God, refusal of licence, refusal or revocation of any telecommunications organisation’s consent in respect of data communication equipment, government act, fire, explosion, accident, strike, industrial dispute, civil commotion or impossibility of obtaining material and/or data.
A23.7 If the whole or any part of a provision of this Licence is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. This clause has no effect if the severance alters the basic nature of this Licence or is contrary to public policy.
A23.8 Nothing contained or implied in this Licence makes one party the partner, agent, or legal representative of the other party for any purpose. Nothing in this Licence creates a partnership, agency or trust, and neither party has any authority to bind the other party.
A23.9 The rights and remedies provided in this Licence are in addition to other rights and remedies given by Law.

A24. DEFINITIONS AND INTERPRETATION
A24.1 In these General Terms and Conditions, unless the context requires otherwise, or unless otherwise provided in a relevant Product Schedule:
Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is delivered to the Customer before, on or after the date of this Licence, relating to the Tenders Online Services, product information services or the business, technology or other affairs of Tenders Online, including any Product Data, valuation and market share analyses, valuation models and tools, indices, programs or algorithms.
Confidential Customer Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is delivered to Tenders Online before, on or after the date of this Licence, relating to the Customer, its products, business, technology or other affairs.
Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages.
Tenders Online means illion Australia Pty Ltd ABN 95 006 399 677 trading as Tenders Online.
Tenders Online Services means the property information, data, analytics or services, Products, software and/or valuation products selected in the Product Schedule, support services and any other services being provided by Tenders Online to the Customer pursuant to the terms of this Licence.
Customer means you and any other parties for or on whose behalf you enter into this Licence
Customer Materials means any and all data, information, content, photographs, metadata and other materials provided or that may be supplied to Tenders Online by the Customer (or obtained by Tenders Online from the Customer), directly or indirectly, including any content posted or entered into any Product from time to time.
Direct Marketing means one to one marketing using personal details (eg: name, address, email address), normally supported by a database/resource, which uses one or more advertising media to affect a measurable response and / or transaction from a person and includes, but is not limited to, telemarketing, bulk email messaging, postal canvassing and list brokering.
Effective Date means the date and time that the Customer accepts these terms by either clicking “I accept” when indicated, by signing (electronically or otherwise) any Product Schedule provided by Tenders Online in relation to the Tenders Online Services, by taking any of the steps set out in a Product Schedule as being ways to accept these terms, or by installing or using any of the Tenders Online Services, whichever occurs first.
Eligible Data Breach has the meaning given to that term under clause 26WE of the Privacy Act in respect of Personal Information which is disclosed to or received by a Party under or in connection with this Agreement.
Excluded Information means Confidential Information which:

(a) is in or becomes part of the public domain other than through breach of this Licence or an obligation of confidence owed to Tenders Online;
(b) the Customer can prove, by contemporaneous written documentation, was already known to it at the time of disclosure by Tenders Online (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(c) the Customer acquires from a source other than Tenders Online where such source is entitled to disclose it.

Forecast Data means information and data forecasting or estimating future market performance which is a computer generated output from a mathematical model using available statistical and property data.
GST has the meaning given to that term in the GST Law.
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.
Initial Period means the initial period or term specified in the Product Schedule
Insolvent means, with respect to an entity, that such entity is or states that it is insolvent, is unable to pay its debts as they come due, is in liquidation, is under administration or has a controller appointed to its property, ceases conducting business in the normal course, is subject to any arrangement to protect itself from creditors or dissolves.
Law means common law, principles of equity, and laws made by parliament (laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).
Permitted Users means parties who have been allocated usernames and passwords in relation to Tenders Online Services in accordance with this Licence
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.
Personalised Minisite means a website attributed to and established by the Customer hosted by or through Tenders Online’s websites which displays the Customer’s profile and which the Customer may add new material to or regularly update by publishing content and narrative.
Privacy Laws means any legislation (or mandatory government policy, where applicable) enacted by State or Federal agencies in relation to privacy and includes the Privacy Act 1988 (Cth).
Privacy Policy means Tenders Online’s privacy policy located at www.rpdata.com.
Product means the Product or Products defined in a Product Schedule.
Product Data means any data or results, including any property information, ownership information, sales information, prices, photographs, valuation or market share analyses, index results or alerts, contained within or provided through the Tenders Online Services.
Product Schedule means the schedule provided to the Customer separately in either hard or soft copy or online which is executed or accepted by or on behalf of the Customer which contains the Product identity and description, the fees payable and other material terms of the Customer’s right to use the Product.
Renewal Period has the meaning given in clause A1.
Tax Invoice has the meaning given to that term in the GST Law.
Territory means Australia and New Zealand.
A24.2 The headings in this Licence are for convenience of reference only and will not affect the interpretation hereof. The words “include” and “including” are not words of limitation. Words importing the singular number will include the plural and vice versa.

Part B - Special Terms for Data Products

These special terms apply to customers using Tenders Online data products released by Tenders Online from time to time. (together, the Data Products).

Part B - Special Terms

B1. USE RESTRICTIONS AND PERMISSIONS – DATA PRODUCTS
B1.3 The Customer must take all reasonable steps to:

(a) inform all of its employees or agents using the Tenders Online Services or Product Data within the Customer’s organisation of the permitted and prohibited uses outlined in the General Terms and Conditions and in these Special Terms; and
(b) ensure that its employees, agents and contractors comply with the General Terms and Conditions and these Special Terms.

B2. ACCESS TO DATA PRODUCTS AND PRODUCT DATA
B2.1 Unless otherwise stated in the Product Schedule, the Customer will access the Tenders Online Services via Tenders Online’s website.

B2.2 The Customer will be responsible for obtaining access to Tenders Online Services, and for any and all costs and expenses in connection with accessing and using the Tenders Online Services, including Internet service provider fees, telecommunications fees, and the cost of any and all equipment (including hardware and software) used by the Customer in connection with its access and use of the Tenders Online Services.
B2.3 The Customer acknowledges that Tenders Online will have no obligation to assist the Customer in using or accessing the Tenders Online Services except as expressly provided in this Licence. For clarity, Tenders Online will not be liable for any delay, defect, deficiency and/or loss of service in connection with the Tenders Online Services or any loss caused by or on account of any of the following:

(a) equipment, data or services supplied by the customer or any third party; or
(b) any telecommunications organisation equipment or services (including any speeds or capabilities of such equipment or services) or any requirements of the telecommunications authority.

B2.4 Tenders Online will not provide the Customer with any software, and all access to the Tenders Online Services will be via Tenders Online’s website, except to the extent expressly provided in the Product Schedule.

B3. CUSTOMER MATERIALS – PERSONALISED MINISITES
B3.1 The Customer warrants to Tenders Online that it will abide by all applicable Laws, rules and regulations for any Customer Materials posted to Tenders Online’s website, including any Personalised Minisite.
B3.2 Tenders Online does not monitor the content of the Customer Materials posted upon any Personalised Minisite and takes no responsibility for such content.
B3.3 Tenders Online reserves the right but will have no obligation to investigate the Customer’s use of any Personalised Minisite or any Customer Materials posted to Tenders Online’s website in order to:

(a) determine whether a breach of this Licence has occurred; and/or
(b) comply with any applicable Law, regulation, legal process or governmental request.

B4. USAGE/AUDIT ON USE – DATA PRODUCTS
B4.1 The Customer must assist Tenders Online with any investigation into to a suspected breach of the General Terms and Conditions and/or these Special Terms.
B4.2 Where Tenders Online reasonably believe that the Customer has used or disclosed the Tenders Online Services or Product Data in a manner prohibited by the General Terms and Conditions and/or these Special Terms, Tenders Online may:

(a) suspend or terminate the Customer’s access to the Tenders Online Services;
(c) require the Customer to apologise to any party affected by the breach;
(d) require the Customer to undertake privacy training and /or Code of Conduct training; and
(e) require the Customer undertake remedial action including, but not limited to, changes to documentation, changes to business processes and / or corrective advertising.

Part C - Product Module – Tenders Online

C1. INTERPRETATION
Customer Materials means any and all data, information, content, photographs, metadata and other materials provided or that may be supplied to Tenders Online by the Customer or any Permitted User (or obtained by Tenders Online from the Customer), directly or indirectly, including any content posted or entered into any Product from time to time and includes any information, documentation or other content submitted or uploaded to Tenders Online and includes the Publically Awarded Tender Information.
Permitted User means parties who have been allocated usernames and passwords in relation to Tenders Online Services in accordance with this Licence and in the case of Tenders Online, includes Registered Users, Subscribers and Tendering Authorities.
Publically Awarded Tender Information means any information relating to the awarding of a procurement contract that is publically advertised entered into the Tenders Online system. This information may include, but not limited to, the details of the awarded contractor, contract value, contract length and evaluation criteria.
Registered User means a user who has registered an account with Tenders Online to access and view documents which are made publically available by the Tendering Authority but excludes any Subscriber.
Subscriber means a Customer who has purchased a subscription to Tenders Online and has full access to all publically available tenders.
Tenders Online means the website that researches and reports on all publicly available procurement opportunities and allows Tendering Authorities to publish tenders and invite responses for tenders electronically and allows Registered Users and Subscribers to respond to tender requests electronically either through the Tendering Authority’s nominated procurement portal, or by any other means as specified by the Tendering Authority.
Tendering Authority means a party that publishes a tender on Tenders Online and invites responses from participants.

C2. ACCESS TO AND USE OF TENDERS ONLINE
C2.1Tender Close Dates. When submitting a response to a tender published using Tenders Online, Registered Users and Subscribers acknowledge and agree that:

(a) responses must be submitted prior to the deadline advertised by the Tendering Authority; and
(b) any response submitted outside the deadline advertised by the Tendering Authority will be excluded from the tender process, unless approved by Tendering Authority’s Chief Executive Officer.

C2.2 Material available through or posted on Tenders Online. You as a Permitted User acknowledge and agree that:

(a) any material published in or provided through Tenders Online must only be used for the purposes of tendering and must not be reproduced or used in any manner which breaches clause A3 of this Licence without Tenders Online’s prior written consent;
(b) Tenders Online is not the author of and does not warrant the accuracy, integrity or legality of any Customer Materials published in or provided through Tenders Online posted by other parties as part of the tendering process facilitated by Tenders Online;
(c) Tenders Online is not responsible for and accepts no responsibility and disclaims all liability for any losses, damages or costs as a result of the use, misuse of or reliance on any material (including any Customer Materials) published in or provided through the Tenders Online;
(d) any reliance by the Customer or any other Permitted User upon any materials (including any Customer Materials) posted by other parties as part of the tendering process facilitated by that Product is at the Permitted User’s own risk;
(e) Tenders Online does not warrant that there will be any or any adequate responses to any tender requests submitted by the Tendering Authority;
(f) Tenders Online does not warrant that any responses submitted by any Permitted User to any tender requests lodged by other parties via Tenders Online will be accepted or acknowledged;
(g) it will not post to Tenders Online or any facilities utilized by it, nor to any other Tenders Online facilities, any obscene, harassing, pornographic, defamatory or otherwise unlawful material nor allow any of its employees or agents to do so.

D3. CUSTOMER MATERIALS
C3.1 This clause C3 applies to any Customer Materials provided by the Customer or Registered User of Tenders Online to Tenders Online. For the avoidance of doubt, this clause D3 replaces and applies instead of clause A7 of the Part A -General Terms.
C3.2 The Customer and You as a Permitted User hereby grants to Tenders Online and its service providers a non-exclusive and right and limited licence to:

(i) use, reproduce, publish and display (publicly or otherwise), the Customer Materials for the purposes of the tendering process facilitated by Tenders Online; and
(ii) use, reproduce, re-publish and display (publicly or otherwise) adapt, make derivative works of, and otherwise commercialise and exploit the Publically Awarded Tender Information in its products and services, in particular to enhance and improve Tenders Online.

C3.3 The Customer and You as a Permitted User represent and warrant to Tenders Online and its service providers that:

(a) it has the right to grant the licences referred to above, in and to the Customer Materials;
(b) the Customer Materials do not and will not infringe the rights of any third parties, Tenders Online and its service providers, including, without limitation, intellectual property rights;
(c) to the extent the Customer Materials include any Personal Information, that you have obtained consent and authority from the relevant individuals to use and disclose any such Personal Information as contemplated in this Licence, and that use of the Customer Materials will not put Tenders Online in breach of the Privacy Act
(d) that the Customer Materials are free of worms, viruses, trojan horses, malware and any other disabling code.
(e) You will abide by all applicable Laws, rules and regulations for Customer Materials posted on Tenders Online.

Currency
The terms of this License Agreement are current as and from 1 September 2018.