• License Agreement

    This Licence Agreement set out the terms and conditions between SAI Global Pty Limited ABN 67 050 611 642 of Level 37, 680 George Street, Sydney NSW 2000, ('the Licensor") and XXX ("You" or "the Licensee") for the Licensee's use of the StandardsWatch service provided by the Licensor to the Licensee in relation to certain National and International Standards currently available from the Licensor's InfoStore ("the agreement").

    By accessing or using the service the Licensee agrees to be bound by these terms and conditions of the agreement.

    Definitions and Interpretations

    Standards means Australian Standards®, joint ISO/Australian Standards, joint NZ/Australian Standards, and all other national and international standards ("Standards") available on the Licensor's InfoStore. Current Draft Standards, and amendments to these Standards are included, where available.

    Commencement Date means the date that the service is initially provided to the Licensee, as set out in section 4.

    Initial Term is the initial 12 months of the agreement from the commencement date.

    Intellectual Property means all current and future registered and unregistered rights, including copyright and trademarks, in respect of the service.

    Internal Use means use of or access to the Service by the Licensee only and where the Licensee is a body corporate such use or access within the Licensee by its employees and officers.

    Multiple User Licence means a licence granted by the Licensor to the Licensee where the Licensee requests a multiple user subscription for Internal Use covering a predetermined number of users ("Users").

    Service means the provision, on the payment of a subscription, of an on-line notification service advising of any changes to Standards nominated by the Licensee. The service also provides Licensees with information on the status of nominated Standards, information on their content, the ability to create and manage their own list of Standards and a regular email confirmation, should there be no change to the status of nominated Standards.

    Subscription means a 12 month fixed term access to the service, renewable by the Licensee on the terms of this agreement on each anniversary of the commencement date, or an earlier date as nominated by the Licensee.

    Subscription Fee means the nominated fee, including 10% GST where applicable.

    Subscription Period means the period for which the Licensee has paid the applicable subscription fee on the terms of this agreement.

    Terms and Conditions of use

    a) In consideration of the payment of the Subscription Fee, the Licensor grants a non-exclusive and non-transferable licence to use the service during the subscription period on the terms and conditions of this agreement.

    b) The Licensor does not transfer or assign any intellectual property rights in the service, but grants to the Licensee a licence to use the service on the terms of this agreement. It is expressly agreed that the Licensor retains all title and rights of ownership, including copyright or other intellectual property rights, or distribution rights to the service and intellectual property and the Licensee is provided with the service subject to those rights.

    c) The Licensee may make paper copies or download electronic copies of the information supplied under the service for its own internal use. No ownership rights in the content or otherwise in the service are conferred to the Licensee under this agreement.

    d) The Licensee must not:

    - use, modify, copy, adapt, supply, transmit, translate, reverse engineer, decompile, disassemble or create derivative works based on, send by email, reproduce, or do any other thing in relation to the information provided;

    - challenge or call into question the Licensor's ownership of intellectual property rights in respect of this service;

    - transfer an electronic file to any other party without the prior written consent of the Licensor;

    - copy or circulate electronically, including by electronic mail, the service including for internal use;

    - use hard copy printed copies or download electronic copies of the information, other than for its non-commercial internal use.

    e) Where the Licensee makes a standing order for delivery of a new edition (either Hardcopy or PDF) of a nominated Standard, the Licensee agrees that the full price of the new edition, plus delivery, where applicable, will be charged to its SAI Global Buyer Advantage Program (BAP) account. These charges are in addition to the annual subscription fee paid for the service.

    f) For reproduction of information provided by this service other than in accordance with the terms of this agreement, prior permission in writing must be obtained from The Copyright Officer, Information Services, SAI Global Pty Limited, GPO Box 5420, Sydney, NSW 2001.

    g) The Licensee acknowledges that no promise, representation, warranty or undertaking (other than any contained in this agreement) has been given by the Licensor or any person on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the use of the service and the Licensee relies wholly on its own skill and judgment in deciding to use the service.

    h) To the extent permitted by law, no warranty or representation is made by the Licensor or any related party of the Licensor, express or implied, with regard to the quality, utility, completeness or accuracy of the service or information supplied in the service. The use of the service is at the Licensee's sole risk an no liability will be accepted by the Licensor or related party of the Licensor for any losses, costs or damages, special or consequential, arising directly or indirectly from the Licensor's provision of the service.

    i) The service must not be used in a manner, or associated with material that could damage the reputation or goodwill of the Licensor or any related party of the Licensor.

    j) The Licensor is not liable to indemnify the Licensee and must not be joined by the Licensee in relation to any claim or proceedings made or brought by the Licensee arising from the use or inability to use the service.

    k) The Licensee agrees to indemnify and keep indemnified the Licensor against any claim by a third party (whether in negligence or otherwise) for loss or damage of any kind arising from the Licensee's use or inability to use the service.

    l) The Licensor accepts no liability to the Licensee or any other party if the Licensee is prevented, hindered or delayed from performing any of its obligations or using the services under this agreement due to circumstances beyond the Licensor's reasonable control, including without limitation in relation to telecommunication systems

    Agreement subject to variation

    The Licensor may make the following variations to the service or the terms of this agreement without notice at any time:

    a) Adjustment of subscription fee due to an increase of Government charges or taxes;

    b) Adjustment of subscription fee where there is a variation to the services required by the Licensee.

    The Licensor may vary all other terms and conditions of this agreement and the annual subscription fee payable for the service by notice not less than 30 days before the next anniversary of the commencement date, to take effect from that date.

    Term and termination or suspension of the service

    The Licensor shall not supply the service until it has received from the Licensee the subscription fee in full for the initial term and the Licensee has elected the form of electronic access to the service. The commencement date for the service is the date that the licence number is provided to the Licensee.

    This agreement is for the initial term, and may be renewed annually by the Licensee by payment of a further 12 months subscription on or before the due date, which, unless otherwise agreed, is the anniversary of the commencement date. The Licensor reserves the right to suspend the provision of the service and terminate this agreement if payment is not received by the due date. Subscriptions are non-refundable.

    Without prejudice to any other remedies the Licensor may have against the Licensee for breach of this agreement, the Licensor may terminate this agreement or suspend the service immediately if the Licensee commits any breach of this agreement not capable of remedy or does not remedy a breach capable of remedy within 14 days of the receipt of a notice specifying the breach.

    The Licensor may terminate the agreement, and provision of the service, by giving notice to the Licensee not less than 30 days before the next anniversary of the commencement date.

    Printed or downloaded electronic copies of any part of the service must be removed or destroyed on non-renewal of the service subscription or termination of this agreement. At its discretion, the Licensor may require the Licensee at its own cost to provide a certificate that removal or destruction has occurred.

    From the date of termination, the licence granted under this agreement also terminates.

    Governing Law

    This agreement is governed by and must be construed in accordance with the laws of the state of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

    GST (Australia only)

    Unless expressly excluded, the consideration for any supply made under or in connection with this agreement includes GST. To the extent that any supply made under or in connection with this agreement is a taxable supply, the consideration for that supply is increased by amount equal to that consideration multiplied by the rate at which GST is imposed in respect to that supply. For the purposes of this term, GST means the GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 and words used in this term that have a defined meaning in that Act have the same meaning in this term unless the context requires otherwise.