Nallawilli BunjilView Platform

Saas Terms and Conditions

This Policy describes the terms and conditions for all Users of the Nalllawilli BunjilView Online Platform

All Users of the Platform must adhere to this Policy.

Saas Terms and Conditions
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This Policy describes the terms and conditions for all Users of the Nalllawilli BunjilView Online Platform (the Platform).

All Users of the Platform must adhere to this Policy.

Failure to adhere to this Policy constitutes a breach of Nallawill Bunjil PTY Limited’s Terms and Conditions for the Platform.

Capitalised terms, unless otherwise stated, have the same meaning as defined in Nallawilli Bunjil Pty Limited Terms and Conditions for the Platform.

You (or your) refers to every Subscriber and User of the Platform.

Saas Terms and Conditions

The Platform and the Subscriber Data, Third Party Data, Platform Data, or Personal Information (together, Content) on the Platform must be used solely for the purpose of implementing and enjoying the features and functionality for which the Platform is intended.

Saas Terms and Conditions

1. Definitions

In these terms and conditions, unless the context otherwise requires:

Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

Note: “Control” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interest of the subject entity, provided that any such Affiliate will be deemed an Affiliate only for so long as such control lasts.

Claim means any claim (including any demand, action, cause of action, proceeding, suit, litigation, arbitration, judgment, verdict) regardless of how or when it arises, whether based in contract, tort or under statute, whether at law or in equity, and regardless of jurisdiction.

Confidential Information (of a party), means:

  1. any and all non-public information which is now or at any time before or after the date of the applicable Proposal, disclosed to, or otherwise received by, the other party (the receiving party) pursuant to these terms and conditions concerning the disclosing party, or its business, products or services that has been identified as confidential or proprietary or would be understood to be confidential or proprietary by a reasonable person, whether orally or in writing.
  2. does not include information that:
    1. was, is or has become lawfully available to the public otherwise than through breach of these terms and conditions or any other obligation of confidence; or
    2. was known to and at the free disposal of the receiving party prior to the date of disclosure of such Confidential Information to it; or
    3. was disclosed to the receiving party by a third party having the right to make such disclosure.

Data Security Policy means the document outlining the data security measures which Nallawilli Bunjil Pty Limited will implement in relation to data stored on or processed by the Platform available here, as may be updated from time-to-time.

Documentation means all written or other visual Material relating to the operation and use of the Platform, as made available from time to time by Nallawilli Bunjil Pty Limited, including:

  1. usage policies;
  2. technical documentation;
  3. operating instructions;
  4. update notes; and
  5. support knowledge base.

Enriched Functionality means an enhancement to Platform functionality provided by a Nallawilli Bunjil Pty Limited Provider.

Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Intellectual Property Rights means all current and future intellectual property rights including copyright, trademarks, designs, patents, including any application or right to apply for registration of any such rights whether created before or after the date of these terms and conditions, and whether registered or unregistered, existing in Australia or otherwise.

Law means any:

  1. Commonwealth, State, Territory or local government legislation in force in Australia or any law of a foreign jurisdiction applicable to the Platform, including regulations, by-laws, declarations, ministerial directions and other subordinate legislation;
  2. common law; and
  3. Government Agency requirement or authorisation (including conditions in respect of any authorisation).

Limitation Amount means the sum of the Fees paid by the Subscriber and received by Nallawilli Bunjil Pty Limitedin the 12 months prior to the date on which the cause of action, relating to a Subscriber Claim first arose.

Loss includes any liability, damage, costs (including legal costs on a lawyer and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.

Material means written or other human readable or machine-readable expressions of information, images, designs, models, software (including source and object code), data and know how.

Moral Rights means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed as conferred by the Copyright Act 1968 (Cth).

Proposal means a document recording the commercial details of a Subscription, including the screen displayed when making an online purchase for a Subscription.

Each Proposal, once accepted by the Subscriber becomes, and is incorporated as, part of these terms and conditions.

Platform Data means data sets collected or produced by the operation of the Platform:

  1. for the benefit of the Subscriber;
  2. using Subscriber Data; and/or
  3. using Third Party Data.

Personal Information means information about an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier or one or more factors specific to the identity of that natural person.

Platform means the Nallawilli Bunjil Pty Limited (which may include machine learning and artificial intelligence) Platform that is the subject of an Proposal.

Privacy Legislation means:

  1. the Privacy Act 1988 (Cth); and
  2. any other similar legislation – to the extent that such legislation applies to the Subscriber or Nallawilli Bunjil Pty Limited (such as General Data Protection Regulation EU and California Consumer Privacy ActCiv.Code) from time to time.

Subscriber Data means any data sets or other Material provided by (or on behalf of) the Subscriber to Nallawilli Bunjil Pty Limited for use on or in respect of the Platform.

Subscription means the right to access the Platform and features of the Platform for the relevant Term.

Subscription Fee means the amount payable by the Subscriber for each Subscription.

Support means the technical support provided by Nallawilli Bunjil Pty Limited in accordance with the Technical Support and Service Level Policy, available here as may be updated from time-to-time.

Term means the duration of the period, during which the Subscriber is authorised to use the Platform.

Third Party Data means data sets that are not provided by the Subscriber but are sourced by Nallawilli Bunjil Pty Limited from:

  1. Nallawilli Bunjil Pty Limited Providers; and/or
  2. other persons who subscribe to the Platform.

Nallawilli Bunjil Pty Limited Background Materials means all Materials which are:

  1. owned by Nallawilli Bunjil Pty Limited, or licensed to Nallawilli Bunjil Pty Limited; and
  2. developed or acquired by Nallawilli Bunjil Pty Limited.

Nallawilli Bunjil Pty Limited Provider means an entity which provide products, data or services toNallawilli Bunjil Pty Limited to assist or enhance Platform functionality.

Updates means Nallawilli Bunjil Pty Limited updates of the Platform for repairs, enhancements or new features, including updates to the Documentation as a result of such updates.

Users means the officers, employees, contractors or third parties of the Subscriber who are authorised by the Subscriber to use the Platform and to whom have been issued unique user identifications and passwords.

2. Interpretation

  1. In these terms and conditions, unless the context otherwise requires:
    1. words denoting any gender include all genders;
    2. headings are for convenience only and do not affect interpretation;
    3. the singular includes the plural and vice versa;
    4. a reference to a party includes its successors and permitted assigns;
    5. a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; and
    6. a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
  2. Should there be any conflict between these terms and conditions and the terms outlined in a Proposal, the Proposal will take priority to the extent of any inconsistency.

3. Subscriptions

  1. Each Subscription acquired by the Subscriber to use the for the Term specified in the applicable Proposal.
  2. Any Subscription Fee specified by Nallawilli Bunjil PTY Limited does not include sales tax, consumption tax or other taxes (including GST) or withholding tax as may be required by Nallawilli Bunjil PTY Limited to collect, unless otherwise specified.
  3. All Subscription Fees are non-refundable, unless otherwise specified in these terms and conditions.
  4. To the extent that payments to be made by the Subscriber are subject to a sales tax, consumption tax or a withholding tax (including GST) the amount of such tax will be shown as a separate item on the relevant invoice and will be added to the Subscription Fee.
  5. Nallawilli Bunjil PTY Limited may accept various forms of payment, including credit and debit cards, and payments made through third party service providers. Additional terms with your payment provider may apply. Nallawilli Bunjil PTY Limited reserve the right to refuse or cancel orders at any time and in Trendspek’s sole discretion. The Subscriber is solely responsible for any fees, costs, taxes, equipment, and software that it may be required in connection with its use of the Platform.
  6. Nallawilli Bunjil PTY Limited reserves the right to designate jurisdictions in which the Platform will not be available for access by the Subscriber.
  7. Nallawilli Bunjil PTY Limited reserves the right to refuse a proposed User access to the Platform in order to protects its legitimate business interests.
  1. Nallawilli Bunjil Pty Limited will comply with its obligations under any policies referred to in these terms and conditions.
  2. Nallawilli Bunjil Pty Limited will, in the performance of its obligations under these terms and conditions:
    1. comply with applicable Laws;
    2. act in a diligent and professional manner; and
    3. obtain and maintain any applicable licences and permits required for the conduct of its business.
  3. Nallawilli Bunjil Pty Limited may provide the Subscriber additional services as requested by the Subscriber from time to time atNallawilli Bunjil Pty Limited’s rates, as current at the time the additional services are provided.

5. Subscriber Responsibilities

  1. The Subscriber, in the performance of its obligations under these terms and conditions, must ensure the Subscriber and all Users:
    1. comply will applicable Laws; and
    2. do not infringe the Intellectual Property Rights of Nallawilli Bunjil PTY Limited or any Nallawilli Bunjil PTY Limited Provider;
    3. do not share its login credentials for the Platform with any person (other than its Users);
    4. promptly notify Nallawilli Bunjil PTY Limited in writing if the Subscriber becomes aware of any unauthorised access to or use of the Platform by any person;
    5. do not violate any export embargo, prohibition, restriction or other similar law in connection with these terms and conditions; and
    6. adhere to usage policies published by Nallawilli Bunjil PTY Limited on the Platform.
  2. The Subscriber must pay the Subscription Fee in accordance with each applicable Proposal.
  3. The Subscriber must notify Nallawilli Bunjil PTY Limited in writing if any claim is made against the Subscriber in relation to its use of the Platform.
  4. The Subscriber grants to Nallawilli Bunjil PTY Limited a royalty free, non-exclusive, perpetual, world-wide licence to use any improvements proposed, or other suggestions made, by the Subscriber or Users in respect of the Platform.
  5. The Subscriber must provide Subscriber Data to Nallawilli Bunjil PTY Limited in accordance with the timing and formatting requirements as communicated to Subscriber in writing by Nallawilli Bunjil PTY Limited.
  6. The Subscriber must ensure that it’s Users comply with these terms and conditions.

7. Representations

  1. Each party represents to the other party that each of the following statements is true and accurate at the date of the applicable Proposal:
    1. it is validly existing under the laws of its place of incorporation or registration;
    2. it has the power to enter into and perform its obligations under these terms and conditions;
    3. it has taken all necessary action to authorise its entry into and performance of these terms and conditions; and
    4. the performance by it of its obligations under these terms and conditions will not result in:
      1. a breach of, or constitute a default under, any agreement, arrangement, constitutional document or encumbrance to which it is party or by which it is bound; or
      2. a breach of any law or proposal, judgment or decree of any court, Government Agency or regulatory body.
  2. Each party represents that it is not named on any government list of persons or entities prohibited from receiving exports. Further, Trendspek reserves the right to limit access to the Platform if a Subscriber is found to be in breach of any international trade restrictions.
  3. The Subscriber represents that it is acquiring the right to access and use the Platform for business purposes and is not dealing with Trendspek as a consumer.

8. Intellectual Property

4. Nallawilli Bunjil PTY limited Responsibilities

  1. Nallawilli Bunjil PTY Limited retains, and the Subscriber acquires no, title, copyright or other proprietary or intellectual rights in or to:
    1. the Platform;
    2. any improvements that occur in respect of presentation or method within the Platform as a result of the Subscription;
    3. any improvements that occur in respect of any algorithm that underlies the operation of the Platform, as a result of the algorithm processing Subscriber Data.
  2. The Subscriber grants to Nallawilli Bunjil PTY Limited a perpetual royalty-free, non-exclusive, transferable worldwide licence to reproduce, use, process, transfer and store Platform Data for the purpose of enabling and developing current and future Platform functionality.
  3. The Subscriber will retain ownership in Subscriber Data.
  4. The Subscriber must not:
    1. translate or adapt the Platform for any purpose nor create derivative works based on the Platform;
    2. decompile, reverse engineer or dissemble the Platform; and/or
    3. transfer or distribute (whether by rental, sale, licence, loan or otherwise) all or any part of the Platform to any other person.

9. Confidentiality

  1. Each party (as a receiver of Confidential Information from the disclosing party) undertakes in relation to that Confidential Information to keep that Confidential Information confidential, not to disclose it to third parties without the disclosing party’s written consent and to use that Confidential Information only for the purposes contemplated under these terms and conditions.
  2. A receiving party may disclose the Confidential Information disclosed to it by the disclosing party to its officers and employees who have a specific need to know the Confidential Information for the purposes contemplated under these terms and conditions. The receiving party will remain liable to the disclosing party for any unauthorised disclosure of the Confidential Information by its officers and employees.
  3. A receiving party may disclose the Confidential Information to the extent required by law, any applicable accounting standards, the rules of any stock exchange or order by any court provided the receiving party (where practicable):
    1. notifies the disclosing party as soon as possible after it becomes aware that it may be required to disclose Confidential Information;
    2. consults with the disclosing party with a view to agreeing the form, content, timing and manner of disclosure, including taking into account any actual basis that the disclosing party may have to prevent or restrict disclosure; and
    3. gives all reasonable assistance and co-operation the disclosing party considers necessary to ensure that as far as possible the extent of disclosure of the Confidential Information is strictly limited to that required.

10. Insurance

  1. Nallawilli Bunjil PTY Limited will maintain during the Term:
    1. Professional Indemnity Insurance – which also includes cyber-liability insurance for financial losses arising from destruction or corruption of data, including but not limited to privacy and data security breaches, virus transmission, unauthorised access, denial of service and loss of income from network security failures;
    2. Workers Compensation Insurance – covering Nallawilli Bunjil PTY Limited’s employees pursuant to applicable Laws, and at the maximum limits statutorily required.
  2. Upon request, Nallawilli Bunjil PTY Limited will promptly provide to the Subscriber a certificate evidencing the coverages described in clause 10.1.

11. Excuasable Events

  1. Nallawilli Bunjil PTY Limited will not be liable or responsible to the Subscriber, and is not in breach of these terms and conditions, as a result of any failure or delay on Trendspek’s part in fulfilling or performing any term of these terms and conditions when and to the extent such failure or delay is caused by or results from acts beyond the Nallawilli Bunjil PTY Limited’s reasonable control (each an Excusable Event).
  2. An Excusable Event includes without limitation: strikes, lock-outs or other industrial disputes (whether involving the workforce of Nallawilli Bunjil PTY Limited or a third party), trespassing, sabotage, theft or other criminal acts, cyber-attacks, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions.
  3. If an Excusable Event occurs, Nallawilli Bunjil PTY Limited will use reasonable efforts to mitigate against the effects of such Excusable Event on the Subscriber.

12. Liability

  1. Terms, conditions, warranties and guarantees implied by Law, which cannot be excluded, restricted or modified, apply to these terms and conditions to the extent required by that Law.
  2. Nallawilli Bunjil PTY Limited excludes, to the extent permitted by Law, all other terms, conditions, warranties and guarantees which might be implied into these terms and conditions.
  3. The total and aggregate liability of Nallawilli Bunjil PTY Limited and Nallawilli Bunjil PTY Limited Providers for loss suffered or sustained by the Subscriber in connection with the activities under these terms and conditions:
    1. whether arising as a result of breach of contract, in tort (including negligence) or under statute; and
    2. whether or not arising pursuant to an indemnity in these terms and conditions,

is limited:

    1. in those cases where the Law (including the Australian Consumer Law) restricts Trendspek’s ability to limit its liability to:
    2. supplying its services again; or
    3. the payment of the cost of having those services supplied again; and
    4. in all other cases to the Limitation Amount.
  1. The Subscriber agrees that it does not rely on any representation, warranty or other provision made by Nallawilli Bunjil PTY Limited or on its behalf which is not expressly stated in these terms.
  2. Further, the data, analysis and other information provided by Nallawilli Bunjil PTY Limited as part of the Subscriber’s Subscription:
    1. may be subject to change by Trendspek or Nallawilli Bunjil PTY Limited Providers from time to time.
    2. is provided “as is” and to the extent permitted by law, is provided without warranty of any kind, expressed or implied, including (but not limited to) any implied warranties of merchantability, fitness for any particular purpose, or non-infringement.
    3. may include errors or inaccuracies.
    4. is not to be interpreted as implying any negative inferences, about entities or subjects of Subscriber Data referred to within the Platform, merely due to their inclusion of a function of the Platform.
  3. The Subscriber is solely responsible for maintaining backup copies of Subscriber Data. Nallawilli Bunjil PTY Limited will not be liable for any loss of Subscriber Data.
  4. Nallawilli Bunjil PTY Limited and Nallawilli Bunjil PTY Limited Providers will not accept responsibility for any Loss that is or may be incurred as a result of any error, misrepresentation and or omission that is, was, or may be contained in data, analysis and other information provided as part of the Subscriber’s Subscription at any time.
  5. Neither party is liable to the other for any loss suffered by the other party that is an Indirect Loss.

In this clause Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of these terms and conditions (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss.

13. Indemnities

  1. The Subscriber indemnifies and holds harmless Trendspek, Trendspek Providers, their respective Affiliates and their respective officers, directors, employees, representatives, agents, successors and assigns from and against any and all Loss arising from any:
    1. investigation by any Government Agency;
    2. internal investigation; and/or
    3. civil, legislative, administrative, regulatory or criminal proceeding(s),

commenced or asserted against Trendspek arising from, related to or in connection with:

    1. any act or omission by the Subscriber or anyone acting on the Subscriber’s behalf that violates any applicable Law; and
    2. any breach by the Subscriber (or anyone acting on its behalf) of any provision of these terms and conditions.
  1. Trendspek will indemnify and defend the Subscriber, its respective officers, directors, employees, representatives, agents, successors and assigns against any Claim that alleges the Platform infringes the Intellectual Property Rights of any third party.
  2. If Trendspek reasonably believes that the Subscriber’s use of the Platform is likely to be prevented or it is prevented by any Claim of infringement then Trendspek may, at its expense and in its sole discretion:
    1. procure for the Subscriber the right to continue using the Platform;
    2. replace the Platform with another solution having substantially equivalent functions that are not subject to any Claims of infringement; or
    3. modify the Platform so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Platform.

If (a), (b) and (c) above are not available on commercially reasonable terms in Trendspek’s judgment, Trendspek may terminate the Subscription and refund to the Subscriber the fees paid by the Subscriber covering the remaining portion of the applicable Term after the date of termination.

The obligations of Trendspek under this clause do not apply:

    1. to the extent the Claim arises in connection with any unauthorised use of the Platform, or use that is not in compliance with any applicable Laws and/or Documentation; or
    2. any Claims arising as a result of the content of Subscriber Data.

Subject to clause 13.3, the Subscriber will:

    1. indemnify defend Trendspek, its officers, directors, and employees against any Claim that arises from Subscriber Data or that relates to a dispute between the Subscriber and its suppliers; and
    2. pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs, or reasonable attorneys’ fees, each to the extent payable to a third party, to the extent arising from such Claims.
  1. Each party’s indemnity obligations under this clause are subject to the following:
    1. the indemnified party must promptly notify the indemnifier in writing of any Claims;
    2. the indemnifier will have sole control of the defence and all related settlement negotiations with respect to any Claims (provided that the indemnifier may not settle any Claims that require the indemnified party to admit any liability or incur any financial obligation without the indemnified party’s consent, which consent shall not be unreasonably withheld, delayed or conditioned); and
    3. the indemnified party must co-operate fully to the extent necessary at the indemnifier’s cost in such defence and settlement.

14. Termination

  1. Nallawilli Bunjil PTY Limited may terminate a Subscription by written notice to the Subscriber (such notice to take effect immediately) if one or more of the following events occur:
    1. Fee(s) that have become payable are not paid in accordance when due and remain unpaid for a period of more than 14 days;
    2. the Subscriber is in breach of any of its obligations under these terms and conditions; or
    3. the Subscriber become, or threatens to become, insolvent.
  2. The Subscriber may only terminate a Subscription by written notice to Nallawilli Bunjil PTY Limited (such Notice to take effect immediately) if one or more of the following events occur:
      1. Nallawilli Bunjil PTY Limited commits a material breach of these terms and conditions that is capable of remedy, and fails to remedy that breach within 14 days from the date the Subscriber notified Trendspek of the breach; or
      2. TNallawilli Bunjil PTY Limited becomes, or threatens to become, insolvent.
  3. Should the Subscriber terminate the Subscription under this clause, Nallawilli Bunjil PTY Limited will be entitled to the prorated Subscription Fee(s) due until the termination date.

15. After Termination

  1. Notwithstanding the termination of a Subscription the rights and obligations within clauses 7, 8, 9, 10, 12, 13, 15 and 16 will continue and remain enforceable in respect of that Subscription.
  2. The Subscriber may within 30 days after the date of termination of a Subscription (Transition Period) request a copy of any Subscriber Data held on the Platform. Nallawilli Bunjil PTY Limited does not guarantee Subscriber Data will be available to be provided in its original format.
  3. At the Subscriber’s request and cost, Trendspek will provide services to facilitate the orderly and complete transfer of the Subscriber Data to the Subscriber (Transition Services), provided that the scope and fees of the Transition Services are mutually agreed in writing prior to commencement of the Transition Services.

For the avoidance of doubt, if the Subscriber elects to receive Transition Services, it must also continue to pay pro-rated Subscription Fees for the use of the Platform during the transition period.

16. General

  1. Any notice given by a party under these terms and conditions must be in writing and delivered or sent by email to the recipient at:
    1. in the case where Trendspek is the recipient, at: support@bunjilview.com.au; and
    2. in the case where the Subscriber is the recipient, the address on record in Nallawilli Bunjil PTY Limited’s account information.
  2. A notice is taken to be duly given and received:
    1. if delivered – on the date of delivery; or
    2. if delivered by email – on the Business Day after it is despatched provided that the sender does not receive a message to the effect that the sender is ‘out of office’ or that delivery has failed.
  3. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, delayed or conditioned).
  4. Each party must (at its own expense) do all things as any other party asks as may be reasonably required or necessary to give the other party the full benefit of any obligations owed to the other party as expressed in these terms and conditions.
  5. The Subscriber agrees that Trendspek may use its name and logo for promotion and marketing purposes.
  6. These terms and conditions constitute the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings, and negotiations on that subject matter.
  7. These terms and conditions are governed by and are to be construed in accordance with the laws applicable in New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales, Australia.
  8. Nallawilli Bunjil PTY Limited reserves the right to update these terms and conditions from time to time, including for the purpose of staying up to date with legal requirements or business reasons. When Nallawilli Bunjil PTY Limited make changes, they will be effective immediately. Nallawilli Bunjil PTY Limited will take reasonable steps to inform the Subscriber know about any changes, but the Subscriber should also keep track of whether changes have been made to these terms and conditions by referring to the date of publication at the end of this page. If the Subscriber use the Platform following any amendment to these terms and conditions the Subscriber will be taken to have agreed to comply with the terms and conditions as changed.

Policy Version: 29 May 2022