Slattery Petra Carbon Index Terms and Conditions

IMPORTANT

READ THIS AGREEMENT BEFORE USING THE Index

These are the terms on Slattery Australia Pty Ltd (Slattery) (we, our or us) licenses to you (you or your) use of the Calculator. This Agreement does not entitle you to any support or maintenance services in relation to the Calculator.

Definitions

Except as otherwise defined in this Agreement:

Acceptable Use Policy has the meaning given to it in clause 6 of this Agreement;

Agreement means these terms and conditions;

Calculator means the Carbon Index Calculator as described on the Slattery Petra Website;

Calculator Outputs means any predictions, results, outcomes or outputs produced by the Calculator;

Excluded Purpose means use of the Calculator in relation to:

rail or road construction;
infrastructure, civil or horizontal works not associated with a building structure;
utilities or linear infrastructure projects;
industrial, manufacturing or process driven facilities;
specialist or bespoke facilities where spend based benchmarks are not representative; or
any project that is not primarily a vertical building project.

Intellectual Property Rights means all copyright, patents, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidentiality and other intellectual and industrial property rights in all parts of the world;

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth);

Slattery Website means the website [insert website link]; and

Raw Data means your data or data supplied by or on behalf of you in the course of using the Calculator.

Acceptance

This Agreement sets out the terms on which we permit you to use the Calculator.

By clicking “I accept” or using the Calculator you agree to be bound by this Agreement. If you do not agree with the terms of this Agreement, you are not entitled to use the Calculator and you must cease using the Calculator.

We may from time to time, without notice, modify, change or update the Calculator, including features, specifications, capabilities, functions or other characteristics of the Calculator. In the event of any such modification, change or update, we do not represent that any feature or functionality of the Calculator will remain.

Licence

Subject to, and in accordance with, this Agreement, we grant you a single, non-exclusive, royalty-free, revocable, and non-transferable licence (without the right to sub-licence) to use and access the Calculator and Calculator Outputs solely for your business purposes for the term of this Agreement (Licence).

Access to Calculator

You may access the Calculator and Calculator Outputs by visiting the Slattery Website.

In order to receive the Calculator Outputs you will need to provide the details required by us as set out on the Slattery Website.

Your obligations

In using and accessing the Calculator and Calculator Outputs, you agree that you:

must use commercially reasonable efforts to prevent unauthorised access to or use of the Calculator, and notify us promptly of any such unauthorised access or use;
must provide Raw Data as necessary to ensure that we can make the Calculator accessible and it can be utilised by you;
are responsible for obtaining any consents required as well as the accuracy, quality and legality of all of the Raw Data;
must take all reasonable steps to mitigate the risk inherent in the use of the Calculator (such as loss of Raw Data) including performing regular backups of all Raw Data and having business continuity plans in place in accordance with standard industry practice;
are responsible for providing the services and equipment necessary to make use of the Calculator, which includes, without limitation, internet connectivity;
must use the Calculator only in accordance with this Agreement and applicable laws;
must comply with all reasonable directions provided by us with respect to the Calculator;
must provide access to any site or location as reasonably required by us; and
upon our request, provide reasonable assistance in the investigation of any outage or security issue relevant to the Calculator, or any suspected breach of this Agreement.

Acceptable Use

In addition to your other obligations as set out in this Agreement, you agree that in accessing and using the Calculator and Calculator Outputs, you will not:

interfere with or disrupt the integrity of the performance of the Calculator;
resell, rent, loan, sub-license, lease, distribute or license the use of, or attempt to grant any rights to, the Calculator to any third party;
use the Calculator to store or transmit infringing, fraudulent or otherwise unlawful material or otherwise use the Calculator in a manner which is unlawful or would infringe the rights of another person (including any Intellectual Property Rights);
attempt to gain unauthorised access to the Calculator or its related systems or networks;
access the Calculator in order to build a competitive product;
access or use the Calculator for an Excluded Purpose;
download, transmit, copy, store, reformat or otherwise modify any element of the Calculator;
publish, or otherwise make available, data which is illegal, fraudulent, defamatory, or otherwise offensive to third parties or otherwise use the Calculator in a manner which is unlawful or would infringe the rights of another person, including Intellectual Property Rights;
violate any applicable local, state, federal or international law including, without limitation, principles of law or equity established by decisions of courts and statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia or a government agency;
violate the rights of any third party;
introduce or allow the introduction, transmission, distribution or uploading of any virus, worm, trojan horse, keylogger, time bomb, cancelbots, spyware, mail bombing, flashing, spamming, flooding, or other potentially harmful programs, materials, information or malicious code into the Calculator or any related network;
disrupt, impair, alter or otherwise interfere with the functions or features of the Calculator;
express or imply that statements you make are endorsed by us, without our prior written consent;
modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the Calculator to a human-perceivable form;
remove any copyright, trademark or other proprietary rights notices contained in the Calculator;
commercialise the Calculator or Calculator Outputs, including selling, modifying, displaying, distributing or otherwise using any Calculator Outputs, in whole or in part, for any public or commercial purpose without our prior written consent, marketing, advertising or promoting goods or services, collecting and using any Calculator Outputs or pricing for the benefit of third parties, or re-selling, sublicensing or translating the Calculator; and
impersonate or falsely claim to represent a person or organisation,

(collectively, the Acceptable Use Policy).

Raw Data

To the extent you provide any Raw Data in connection with use of or access to the Calculator, we shall have no rights in connection with Raw Data, except as expressly permitted in this Agreement.

You grant to us:

a non-exclusive, non-transferable, royalty-free license to access and use Raw Data during the Term for the sole purpose of providing the Calculator in accordance with this Agreement; and
a non-exclusive, royalty-free, irrevocable, worldwide licence to use and retain a copy of an aggregated anonymised form of the Raw Data for our business purposes.

You agree to be solely responsible for the Raw Data. You warrant and represent that the Raw Data will not violate this Agreement.

You retain all Intellectual Property Rights in the Raw Data.

Where the Raw Data contains material from third parties, you warrant that you have obtained the consents (including those pursuant to any relevant copyright laws) to do so in order for us to provide the Calculator in accordance with this Agreement.

You represent and warrant that:

You own the Raw Data or have the necessary licences, rights, consents and permissions to publish the Raw Data that you upload to the Calculator;
the Raw Data will not infringe the Intellectual Property Rights of any third party; and
the Raw Data will not cause you to breach this Agreement.

Relationship of parties and use of Calculator

Nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.

You must not hold yourself out as representing us or provide any advice or recommendations, whether for payment or otherwise, based on the Calculator or the Calculator Outputs.

You acknowledge that the licence is provided to you solely for your personal benefit and that the Calculator Outputs are not for re-supply or re-sale to any third parties.

Denial of access

We may at any time deny all or part of your access to the Calculator where in our opinion you fail to comply with this Agreement, or otherwise suspend your access to the Calculator without being obliged to give you a reason. You acknowledge and agree that we are under no obligation to retain the Calculator Outputs and that we may:

delete any Calculator Outputs or any part of the Calculator; and
discontinue your access to the Calculator.

Access and communication

The Calculator requires, among other things, network services to operate.

We do not guarantee the delivery of communications over the internet as such communications rely on third party service providers.

We do not provide, and have no control over, communications, networks or services, the internet or other technology required to use the Calculator and accept no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.

Privacy

You consent to our use of any Personal Information you provide us in accordance with this Agreement and our privacy policy, as available at https://slattery.com.au/privacy-policy/ and https://slattery.com.au/terms-conditions/

Intellectual Property Rights

You acknowledge that you obtain no Intellectual Property Rights whatsoever in the Calculator, the Calculator Outputs or any associated documentation. All Intellectual Property Rights in the Calculator, Calculator Outputs and all components of it (except Third Party Content) are owned or licensed by us.

You must not, except to the extent permitted by any law that cannot be excluded by the parties, copy, modify, disassemble, decompile, reverse engineer, rent or lease the Calculator or Calculator Outputs nor merge it with any other Calculator nor directly or indirectly permit any third party to do any of the foregoing.

For the avoidance of doubt, this Agreement does not grant any Intellectual Property Rights in the Third Party Content that may be accessed by using the Calculator. Such Third Party Content remains the property of the Third Party Content owner and may be protected by intellectual property laws.

If you become aware of any actual or potential claim which may be made against us or if you allege that the Calculator or Calculator Outputs infringes any third party’s Intellectual Property Rights, you must immediately notify us of that claim.

The Calculator displays trade marks, logos, service names and trade names of us or third parties which may be registered or otherwise protected by law. You are not permitted to use any trade marks, logos, service names and trade names appearing in the Calculator.

Warranties, consumer guarantees and limitation of liability

The Calculator has not been written to meet your individual requirements and is supplied on an “as is” basis. A failure of any part or the whole of the Calculator to be suitable for your requirements will not give rise to any right or claim against us.

You acknowledge and agree that:

we do not guarantee the delivery of, and have no control over, any particular outcomes and accordingly make no warranty, representation condition or guarantee of whether any Calculator Outputs will result in either benefit or loss to you;
you have the sufficient expertise and internal controls needed to manage any risks associated with the use of the Calculator and any Calculator Outputs;
the Calculator Outputs may be subject to limitations;
the Calculator Outputs may not reflect real-world complexities, may not accurately reflect real people, places or facts, and may contain errors; and
you remain solely liable for decisions or actions you take that are based on or influenced by any Calculator Outputs.

Subject to clause 13.4, any representation, warranty, condition, guarantee or undertaking that would be implied in this Agreement by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law.

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law being Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL) or any other applicable law that cannot be excluded, restricted or modified by agreement.

To the fullest extent permitted by law, our liability for a breach of a non-excludable guarantee referred to in clause 13.4 is limited to $100.00.

Subject to clause 13.4, we will not be liable to you for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss of access to Third Party Content, loss of Calculator Outputs, loss of reputation or loss of revenue (irrespective of whether the loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise) arising in connection with the Calculator and Calculator Outputs.

Subject to clause 13.4, to the maximum extent permitted by law, our maximum aggregate liability for all losses, damages and claims arising out of or in connection with this Agreement or a supply under this Agreement, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited to $100.00.

Indemnity

You fully indemnify us, our officers, agents and employees in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:

any breach of this Agreement by you;
your use of the Calculator; or
without limiting the foregoing, any claim that your use of the Calculator or Calculator Outputs infringes the rights of any person (including without limitation, Intellectual Property Rights, rights in respect of privacy, defamation, confidentiality, breach of contract and other personal and proprietary rights).

You agree to give full cooperation and provide us with reasonable assistance in conducting the defence of such a claim.

Termination

Without prejudice to any other rights, we may at any time terminate this Agreement for any reason (including due to your breach or alleged breach of this Agreement) in our sole discretion and without prior notice.

In such event, you must delete all copies of the Calculator, and the Calculator Outputs that are on your computer or are otherwise in your possession or under your control.

You may terminate this Agreement at any time by destroying all copies of the Calculator and the Calculator Outputs and related documentation in your possession or under your control.

Upon termination of this Agreement, you must immediately cease use of the Calculator and Calculator Outputs, and must permanently delete or destroy the Calculator, the Calculator Outputs and documentation, and (if requested by us) provide a declaration to us that you have complied with this clause 15.115.4. This requirement is without prejudice to any other rights and remedies that we may have in respect of the breach.

Jurisdiction and governing law

This Agreement is governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this Agreement, its performance and subject matter.

Severability

Each provision of this Agreement is severable from the others and no severance of a provision will affect any other provision.

Waiver

You may not rely on the words or conduct of us as a waiver of any right unless the waiver is in writing.

Survival

Despite any other provision of this Agreement, clauses 1, 12, 13, 14, 16 and 19 survive the expiry or termination of this Agreement.

Entire agreement

This Agreement represents the entire agreement between you and us concerning the subject matter of this Agreement and it supersedes any prior proposal, representation, or understanding between the parties.

Contacting us

If you have questions, complaints or claims about the Calculator or this Agreement, please contact us by email at petra@slattery.com.au.