Please read these Terms and Conditions ("Terms") carefully, before accessing any Services available via this website. These Terms set out the terms on which Sensor Pty Ltd ACN 642 017 767 will allow you to access SaaS Services on the terms and conditions set out in this agreement ("Agreement"). These Terms include important details about your sole responsibility for monitoring Notifications generated by the Sensor Platform. To the extent permitted by law, no other party's terms are implied by trade, custom, practice or course of dealing.
Prior to being granted access to the Sensor Platform, and as a condition of being granted access to the Sensor Platform, all Users including those who are Customers of SaaS Services, and those who are not Customers of SaaS Services, will be requested to create an Account with a unique user identification code and password; and are required to agree to the End User Licence Agreement ("EULA") available at https://sensorglobal.com/EULA. Your acceptance of these terms and conditions is your acknowledgment that you have, read, understand and agree to be bound by the terms of the EULA, which is incorporated herein by reference.
If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the "I Accept" button below (or, if applicable, do not sign this Agreement).
Background
A Sensor Pty Ltd ACN 642 017 767 ("Sensor", "we", "us", "our") provides a software as a service (SaaS) and Internet of Things (IoT) solution (collectively, "Products") that assists Property Agents ("Agent", "you", "your",) with real-time monitoring, event logging, and remote testing of a range of Devices installed in a property managed by you ("Managed Property") designed but not limited to smoke alarms, gas and water leak detectors to reduce the risk of property damage or other injury.
B Sensor permit Agents to access certain SaaS Services on the terms and conditions set out in this agreement ("Agreement").
C By Agreeing to these Terms and Conditions you wish to access the Sensor Platform and receive the SaaS Services
D Using the SaaS Services, you will be able to invite Property Owners to consider the Sensor Subscription Plan offers, or, if authorised as Agent of the Property Owner, to bind Property Owners to a Subscription Plan.
Terms and Conditions
1. Electronic Formation of Contract and Term
1.1 This Agreement may be formed electronically without the need for physical (wet) ink. Should Sensor require physical (wet) signature, the Customer will accommodate such request and physically sign and email a scan of this Agreement to Sensor.
1.2 This Agreement will commence on the date you agree to these Terms via our website or otherwise in writing ("Effective Date") and will continue until terminated by either party in writing.
2. Set-Up Services
2.1 Sensor will use reasonable endeavours to provide access, training and configuration assistance ("Set-Up Services") for the Sensor Platform within our target connection time frames.
2.2 We target a setup period of less than 5 working days from the date of this Agreement. To assist us with the setup, you agree to provide adequate resources when required to assist our team in helping you setup the Sensor Platform and create communications to Property Owners to promote Sensor effectively. We will not be liable to you in respect of any delays or failure to provide the Set-Up Services within the target connection time frames.
2.3 You must provide all reasonable assistance to enable us to provide the Set-Up Services, including arranging access to the locations where the Devices are to be installed.
2.4 You acknowledge that the optimal performance of and user experience with the SaaS Services is assisted by the integration of the Sensor Platform with the Sensor Platform/Asset Management system software utilised by you.
2.5 You agree to use your best endeavours to assist us to integrate the Sensor Platform with the Trust or Accounting software utilised by you.
3. SaaS Services
3.1 In your capacity as an Agent, we provide you a license to an Account which includes access to the Sensor Web Portal or App, for access to work orders, purchasing, invoicing, certificates, and Device notifications. To access the Web Portal, you will need to create an Account with a unique user identification code and password. You agree to keep your Username and password secure at all times and not share this information with any other party without our authority.
3.2 The license granted to you to access the Sensor Platform is as described in the EULA. It is a prerequisite that you agree to the EULA in order to access the Sensor Platform, Sensor Web Portal or App.
3.3 Provided you comply with the terms of the EULA and these Terms, we grant to you the right to and use the SaaS Services by means of a Supported Web Browser and Supported Apps for your internal personal or business (i.e. non-commercial) purposes during the Term.
3.4 In addition to any legal remedies available to us under this Agreement or otherwise, any Unauthorised Use of the SaaS Services will entitle us to any available equitable remedy or relief against you.
3.5 We are responsible for maximising the Uptime of the SaaS Services and will do so using any reasonable methodology.
3.6 The Uptime of the SaaS Services will exclude any downtime due to:
(a) a Force Majeure Event;
(b) fault or failure of your computer systems or networks;
(c) any breach by you of this Agreement, the EULA or any hardware product terms to the extent they apply to you;
(d) Maintenance Services carried out in accordance with this Agreement; and
(e) downtime of any critical third party service providers of us or of any third party telecommunications service providers.
3.7 For the avoidance of doubt, you have no right to access the software code (including, intermediate code, and Source Code) of the Sensor Platform, either during or after the Term.
3.8 You are solely responsible for the acts or omissions of your Users authorised by you and must ensure that they comply with the terms of this Agreement and the EULA as if they were you. Any breach of these terms by Users authorised by you will be deemed to be a breach by you for which you must indemnify us and keep us indemnified.
4. Maintenance of SaaS Services
4.1 We will provide the Maintenance Services of our SaaS Services to you during the Term when necessary and in accordance with this clause 4.
4.2 We will, where practicable, give to you at least three (3) Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the SaaS Services or are likely to have a material negative impact upon the SaaS Services.
4.3 Wherever possible, we will endeavour to ensure that all scheduled outages will be completed outside of business hours or at a time that is least likely to cause inconvenience to you.
4.4 We may apply Updates or Upgrades to the SaaS Service during the Term.
4.5 Wherever possible, we will give you written notice of the application of any Update or Upgrade to the SaaS Services.
4.6 We will apply each Update or Upgrade to the SaaS Services within any period notified by Sensor to you or as agreed by the parties in writing.
4.7 If we apply any Upgrade or Update in connection with the Maintenance Services during the Term:
(a) this Agreement applies in all respects to that Update or Upgrade to the extent that it is incorporated into or replaces the SaaS Services; and
(b) the SaaS Services will be deemed to be amended to the extent that the specifications for the Update or Upgrade supersede the existing SaaS Services.
4.8 You acknowledge that we are not responsible for the interim failure or non-availability of the SaaS Services as a result of the performance of the Maintenance Services.
5. Support Services
5.1 If at any time you believe there is a SaaS Services Defect such that the SaaS Services do not comply with or cannot be used in conformity with the SaaS Services Specifications in all material respects, you must notify us of such perceived SaaS Services Defect.
5.2 Upon such notification as referred to in clause 5.1, we will investigate the perceived SaaS Services Defect and will, upon the verification of the existence of the SaaS Services Defect, endeavour to rectify such SaaS Services Defect without additional charge to you.
5.3 We will not be liable for and we are not obliged under clause 5.2 to rectify any SaaS Services Defect that is caused by you or a third party, including the failure of you or a third party to use the SaaS Services or Sensor Platform in accordance with specifications issued by Sensor.
6. SaaS Access Fees
6.1 There are no fees payable by you to access the SaaS Services, unless otherwise agreed between the Parties.
7. Payment of Subscription Fees on behalf of a Property Owner
7.1 As an Agent representing a Property Owner, where a Property Owner indicates Subscription Fees payable under a Subscription Plan are to be processed by Agent, as the Agent, we will provide to you electronically by email or via API, invoices for Subscription Fees due.
8. Appointment of Agent by Property Owners, and Purchase of Subscription Plans
8.1 Property Owners may appoint an Agent, including a Managing Agent, to represent them in respect of the order of, and receipt by the Property Owner, of the Products under a Subscription Plan, from time to time.
8.2 Sensor permits Agents to purchase Sensor Products and bind their Property Owner-clients to a Subscription Plan. When doing so, Agent acknowledges and agrees that:
(a) it commits Property Owner to a Subscription Plan with features and costs detailed in the relevant Subscription Plan;
(b) any Set-Up Services or other services performed are undertaken on behalf of the Property Owner of a Managed Property;
(c) Property Owners may also engage directly with us for Product information and to install and/or supply additional Sensor Products in the Managed Property or other properties controlled by the Property Owner;
(d) we will have a direct commercial relationship with the Property Owner for the provision of Products and the payment for services to us by the Property Owner including following up late payments;
(e) Customer Data will be kept by us for audit purposes, for as long a period as determined by us; and
(f) Agent will provide every assistance with recovery of any overdue amounts owed to us from time to time, including furnishing related documents which may assist in recovery.
8.3 Agent represents and warrants that it will only engage in transactions on behalf of Property Owner clients with full authorisation to bind the Property Owner to the terms of the applicable Subscription Plan and incur the associated costs on their behalf. If you are not so authorised, you should not accept the terms of the applicable Subscription Plan until you receive such authorisation.
8.4 Agent hereby expressly authorises Sensor to communicate directly with your Property Owner regarding current or future Services, including with information relating to transaction and agreement terms, other offers and any default of any payment due to us from Property Owner. Sensor at its sole discretion may engage the services of debt recovery services to recover any monies owed and take such actions on Sensor's behalf.
8.5 If we become aware your Managed Property is no longer managed by you, removed from the rental market, listed for sale, or advertised as sold on any public website, or we have reasonable cause to believe the Property Owner may not continue to pay Subscriptions Fees as they fall due, you agree we may contact you or your Property Owner for the purpose of:
(i) enquiring as the Property Owner's intentions regarding the continuance, or otherwise, of the Sensor Subscription,
(ii) offering the Property Owner software and/or direct payment options, to manage their Sensor Subscription;
(iii) offering the Property Owner incentives for the promotion of Sensor to other parties or Agents or potential customers;
(iv) assisting any new Agent, the Property Owner appoints to manage the Managed Property or the Property Owner's Sensor Subscription;
(v) offering the Property Owner additional Devices for their rental home or any other property;
(vi) surveying the Property Owner, or requesting information you may have about Sensor Devices of software; or
(vii) recovering any Subscription or other Fees that the Property Owner owes Us;
and we may use online or physical file data obtained from you, your Property Owner, any nominated representative, any other free or paid data source to contact you or your Property Owner.
8.6 If you order Devices from us that are intended to be installed in a Managed Property, you acknowledge that, subject to the Subscription Plan chosen by the Property Owner, or you on the Property Owner's behalf:
(a) Sensor may have provided Devices at no upfront cost and paid installation costs for such Devices installed at a Managed Property;
(b) the Property Owner will have committed to a minimum term for their Subscription Plan; and
(c) Sensor may retain ownership of devices in the Managed Property and be due early termination fees or Device payments in the event of early termination.
8.7 Monitoring of Devices, Safety and Critical Uses
(a) Sensor is not a monitoring service. Sensor offers a SaaS subscription service for the connection of the Devices in your Managed Property or properties to an online software dashboard which is intended to be monitored by you. Sensor does not monitor products on your behalf and accepts no liability in relation to the monitoring of the products, or any actions you or your Property Owner undertake or omit to undertake relating to the products or as the result of any electronic or onsite alert notification generated by the Products. Platform monitoring is solely the responsibility of you (or your Property Owner) as you determine with them.
(b) You acknowledge that we do not provide a monitoring service or dispatch emergency authorities to your property in the event of an emergency.
(c) Sensor makes no warranty or representation that use of the Products will affect or increase any level of safety as the safety of property occupants is determined by how they react to alarms or alerts they hear, see or are provided in other communications.
(d) We cannot and do not guarantee that you will receive notifications in any given timeframe or at all. All life threatening, safety and emergency events should be directed to the appropriate response services. It is your sole responsibility to exercise at all times all reasonable precautions that can be expected from a prudent and diligent owner, controller, manager or occupier of premises.
(e) Without limiting clause 16.1, you must indemnify us and keep us indemnified against any and all claims, liabilities, damages, losses, costs, and expenses (including legal expenses and amounts suffered or incurred by us) arising directly or indirectly as a result of or in connection with any injury to any occupant or person at the Managed Property resulting from yours (or your Property Owner's, if applicable) actions or inactions relating to the monitoring of the Products by you or your Property Owner or any electronic or onsite alert notification generated by the Products.
9. Agent Obligations
9.1 You are responsible for sending work orders to Trade Contractors for installation of Devices at your Managed Property. You are responsible for arranging access by Contracted Trade Contractors with occupants of your Managed Property in compliance with all applicable laws and tenancy agreements in order for Trade Contractors to perform services related to the Sensor Platform. You are responsible for obtaining from any Contracted Trade Contractor who installs the Devices any relevant or legislated installation compliance certification with respect to Devices. Sensor is not responsible for verifying the credentials of Trade Contractors you choose to install Devices at your Managed Property.
9.2 Save to the extent that the Parties have agreed otherwise in writing, you must provide to us, or procure for us, such:
(a) such access to relevant computer hardware, software, networks, and systems;
(b) co-operation, support and advice;
(c) information and documentation; and
(d) any necessary consents and permits,
as are reasonably necessary to enable us to perform our obligations under this Agreement.
9.3 You acknowledge that access to and maintenance of reliable internet access through Devices capable of accessing web-based content is necessary in order to obtain the SaaS Services from us.
9.4 You must not solicit for employment, either directly or indirectly, any person who is employed or contracted by us during the Term, and for a period of 6 months thereafter.
9.5 You agree that we may identify Agent as a recipient of Sensor's services and use relevant names and logos in sales presentations, marketing materials, and press releases.
10. Customer Data
10.1 You grant to us a non-exclusive licence to copy, reproduce, store, distribute, publish, process, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of our obligations and the exercise of our rights under this Agreement, together with the right to sub-license these rights to our service providers and subcontractors (including hosting, connectivity, and telecommunications service providers) to the extent reasonably required for the performance of our obligations and the exercise of our rights under this Agreement. You acknowledge that any data which you provide to us including data uploaded by you to the Sensor Platform is data in respect of which you have the consent of the data subject, including without limitation, the Property Owner.
10.2 You warrant to us that the Customer Data when used by us in accordance with this Agreement will not infringe the Intellectual Property Rights of any person, entity or company and will not breach the provisions of any law, statute, or regulation in any applicable jurisdiction.
10.3 All personal information will be handled by us as per the terms of our privacy policy that can be accessed online at https://sensorglobal.com/privacy-policy/.
10.4 You acknowledge that you are solely responsible for the collection, entry, legality, reliability, integrity, accuracy, and quality of the Customer Data that is uploaded to the Sensor Platform.
10.5 In addition, and if applicable, for a property you no longer manage, we maintain the right to retain data you have supplied where applicable, and to contact any occupier who occupies or has occupied a property that has Sensor Devices installed in that property.
11. Intellectual Property Rights
11.1 Nothing in this Agreement operates to assign or transfer any Intellectual Property Rights from us to you or any third party.
11.2 The Parties acknowledge that any Intellectual Property Rights arising out of the performance of the SaaS Services by us remain our exclusive property, which automatically vests in us upon its creation.
12. Data Protection
12.1 You warrant to us that you have the legal right to disclose all Personal information that you do in fact disclose to us under or in connection with this Agreement and that the collection and processing of that Personal information by us in accordance with this Agreement will not breach any applicable data protection or data privacy laws, including the Privacy Act 1988 (Cth). You freely consent to the collection and processing of Customer Data by us in accordance with this Agreement.
12.2 We shall ensure that access to the Customer Personal Information is limited to those personnel who have a reasonable need to access the Customer Personal Information to enable us to perform our obligations under this Agreement.
12.3 You agree to obtain any necessary consents in relation to the collection and processing of Customer Data and take sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all Customer Personal Information.
13. Confidentiality
13.1 Each Party (Recipient) must keep secret and confidential and not disclose any information relating to another party or its business (which is or has been disclosed to the Recipient by the other Party, its representatives, or advisers) under this agreement, other than as outlined in this Agreement, or:
(a) where the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient);
(b) if the Recipient is required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the Recipient has consulted with the provider of the information as to the form and content of the disclosure;
(c) where the disclosure is expressly permitted under this Agreement;
(d) if disclosure is made to its officers, employees, and professional advisers to the extent necessary to enable the Recipient to properly perform its obligations under this Agreement, in which case the Recipient must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;
(e) where the disclosure is required for use in legal proceedings regarding this Agreement; or
(f) if the party to whom the information relates has consented in writing before the disclosure.
13.2 Each Recipient must ensure that its directors, officers, employees, agents, and representatives comply in all respects with the Recipient's obligations under this clause 13.
14. Warranties
14.1 We warrant to you that:
(a) we have the legal right and authority to enter into this agreement and to perform our obligations under this Agreement;
(b) we will comply with all applicable Australian legal and regulatory requirements applying to the exercise of our rights and the fulfilment of our obligations under this Agreement;
(c) we will use reasonable endeavours to provide the SaaS Services with reasonable care and skill in accordance with the terms of this Agreement; and
(d) this Agreement constitutes a legal, valid, and binding obligation on us, enforceable in accordance with its terms by appropriate legal remedy.
14.2 You warrant to us that:
(a) you have the legal right and authority to enter into this agreement and to perform your obligations under this Agreement;
(b) you will comply with all applicable legal and regulatory requirements applying to the exercise of your rights and the fulfilment of your obligations under this Agreement; and
(c) this Agreement constitutes a legal, valid, and binding obligation on you, enforceable in accordance with its terms by appropriate legal remedy.
14.3 All of the parties' warranties and representations in respect of the subject matter of this agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
14.4 You acknowledge that, in considering whether to engage us for the SaaS Services and to enter into this Agreement, you did so on the basis that we expressly excluded any reliance by you on information given to you or statements or representations of us, other than as expressly set out in this Agreement.
15. Agent acknowledgements
15.1 You acknowledge that:
(a) the SaaS Services are supplied to you on an 'as is' basis;
(b) your use of the SaaS Services is at your own risk;
(c) we make no warranty as to the suitability of the SaaS Services for your purposes;
(d) the Sensor Platform is never wholly free from defects, errors, bugs, and interruptions;
(e) subject to the other provisions of this agreement, we give no warranty or representation that the Sensor Platform will be wholly free from defects, errors, bugs, and interruptions;
(f) the Sensor Platform is never entirely free from security vulnerabilities; and
(g) subject to the other provisions of this agreement, we give no warranty or representation that the Sensor Platform will be entirely secure, however we will endeavour to take all reasonable action to always ensure the integrity of its security.
15.2 Sensor will use its best endeavours to restore any failure or non-availability of Sensor Platform. Any non-availability of the Sensor Platform will not affect Sensor's rights to receive any amounts due to it in accordance with this Agreement.
15.3 The Services are designed to be compatible only with the Devices and we do not warrant or represent that the SaaS Services will be compatible with any other device other than those Devices designated by us; and we do not warrant or represent that the Sensor Platform or the use of the Sensor Platform by you will not give rise to any legal or financial liability on the part of you or any other person.
15.4 You acknowledge and agree that if you breach a term of this Agreement, we may:
(a) refuse to supply the SaaS Services or parts of the SaaS Services to you;
(b) suspend or terminate your access to or connection with the SaaS Services or parts of them; and
(c) take whatever action we consider appropriate to recover any loss, damage, or expenses that we have incurred or suffered as a result of your breach.
16. Indemnities
16.1 You must indemnify us and keep us indemnified against any and all claims, liabilities, damages, losses, costs, and expenses (including legal expenses and amounts suffered or incurred by us) arising directly or indirectly as a result of or in connection with:
(a) any breach of this Agreement by you or any other servant, Agent, or contractor of you or any of their personnel, including in the case of a Subscription Plan, any breach of clause Error! Reference source not found.;
(b) any negligent or wilful act or omission or misfeasance of you or any other servant, Agent, or contractor of you or any of their personnel;
(c) payments due to Trade Contractors for installation of Devices at your Managed Property under a Subscription Plan or Product maintenance related jobs;
(d) any claims by you or any other servant, Agent, or contractor of yours, or any of their personnel, which are excluded under clause 17.3;
(e) any death, injury, sickness loss or damage sustained by any person, servant, Agent, tenant or contractor of you or any of your personnel incurred in connection with the provision of the Products, the SaaS Services or use of the Sensor Platform or otherwise associated with your Managed Property;
(f) any act or omission of a User authorised by you in connection with the SaaS Services;
(g) the goods or services made available to User authorised by you in connection with the SaaS Services, including without limitation any death, injury, sickness, loss, or damage sustained by an Authorised User in connection with such goods or services; or
(h) any act or omission of you or any other servant, Agent or contractor of you or any of their personnel that is fraudulent or likely to be considered fraudulent by a reasonable person.
16.2 You acknowledge that it is not necessary for us to make any payment before enforcing the right of indemnity under clause 16.1 against you.
17. Limitations and exclusions of liability
17.1 To the full extent permitted by law, and except where expressly indicated in this Agreement, we exclude any and all liability under this Agreement and makes no warranties, guarantees, representations, or indemnities in relation to the SaaS Services or the Sensor Platform.
17.2 We exclude liability for any costs, expenses, losses, or damages incurred by you:
(a) as a result of your access to and use of the SaaS Services or the Sensor Platform including making payments due to Trade Contractors for installation of Devices; and
(b) as a result of the suspension or termination of your access to and use of the SaaS Services or the Sensor Platform caused through the exercise of our rights and obligations under this Agreement.
17.3 We will not be liable to you (or any person claiming under or through you) in respect of:
(a) any losses arising out of a Force Majeure Event;
(b) any loss of profits or anticipated savings;
(c) any loss of revenue or income, or loss of or damage to reputation;
(d) any loss of use or production;
(e) any loss of business, contracts or opportunities;
(f) any loss or corruption of any data, database or software; or
(g) any special, indirect or consequential loss or damage.
17.4 Subject to clauses 17.5 and 17.6, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies, or other terms in relation to the SaaS Services that are not expressly set out in this Agreement to the maximum extent permitted by law.
17.5 Nothing in this agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the ACL, or the exercise of a right conferred by such a provision, or any liability of us in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.
17.6 If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to the resupply of the services or the payment of the cost of resupply as nominated by us.
17.7 Subject to clauses 17.5 and 17.6, the aggregate liability of Sensor to you under this Agreement in respect of any and all events or series of related events for the Term shall not exceed $AUD500.
18. Force Majeure Event
18.1 If a Force Majeure Event gives rise to a failure or delay in our performance of any obligation under this agreement, that obligation will be suspended for the duration of the Force Majeure Event.
18.2 If we become aware of a Force Majeure Event that gives rise to, or that is likely to give rise to, any failure or delay in our performance of any of our obligations under this agreement, we must:
(a) promptly notify you; and
(b) inform you of the period for which it is estimated that such failure or delay will continue.
18.3 We will not be liable for any failure or delay in the performance of its obligations under this agreement, if such failure or delay is due in whole or in part to a Force Majeure Event.
19. Termination
19.1 A Party may terminate this Agreement or a Subscription immediately by giving written notice to the other Party if:
(a) there is a material breach by the other party of this Agreement or a Subscription and (where capable of being remedied) such breach is not remedied within 30 days following the giving of a written notice to the other party specifying the particulars of the purported breach;
(b) the other party becomes subject to an Insolvency Event or unable to pay its debts as and when they fall due (to the extent termination on this basis is permitted by law); or
(c) for any reason on 90 days' notice.
19.2 We may terminate this Agreement immediately by giving written notice to you if:
(a) any amount due to be paid by the Customer to us under this Agreement is unpaid by the due date and remains unpaid at least 14 days after written notice is given to demand payment and notify you of our intention to terminate this Agreement;
(b) there is any change in your Control; or
(c) you purport to assign, transfer, or otherwise deal with your contractual rights or obligations in breach of this agreement.
19.3 On termination for any reason:
(a) all rights granted to you under this agreement will cease;
(b) you will cease all activities authorised by this agreement.
19.4 If notice is given to you pursuant to clause 19.2, we may, in addition to terminating this Agreement:
(a) be regarded as discharged from any further obligations under this Agreement; and
(b) pursue any additional or alternative remedies provided by law.
20. Dispute resolution
20.1 Subject to clause 20.4, any disputes arising in connection with this Agreement that cannot be settled by negotiation between the Parties or their representatives will be submitted to mediation.
20.2 If the Parties cannot agree a mediator, they will request the Law Society of NSW to appoint a mediator. If the Parties agree to mediation as a dispute resolution process, each Party will respond to requests from the other Party to provide full discovery of all relevant materials, documents, data, emails, system records, recordings, statements, telephone records, reports, and other documentation in support of the dispute without additional cost to the Party seeking discovery. Each Party shall respond to a discovery request from the other Party without delay, and in any event within fourteen (14) days of a written request from the other Party.
20.3 The mediator will conduct the mediation in accordance with the guidelines agreed between the Parties or, if the Parties cannot agree within 14 days following the appointment of the mediator, in accordance with the guidelines set by the mediator. The costs and expenses of the mediator will be shared by the Parties equally.
20.4 Before referring a matter to mediation pursuant to clause 20.1:
(a) the Parties must use all reasonable endeavours acting in good faith to resolve such dispute amicably within ten (10) Business Days after the date on which the dispute arose;
(b) if the dispute is not resolved in accordance with clause 20.4(a), the dispute must be referred to the persons nominated by each respective party within five (5) Business Days to enable those nominated persons to use all reasonable endeavours acting in good faith to resolve such dispute amicably within ten (10) Business Days after the date on which the dispute is referred to them;
(c) if the dispute is not resolved in accordance with clause 20.4(b), the dispute must be referred to the respective chief executive officers (or equivalent) of each party within five (5) Business Days to enable the chief executive officers to use all reasonable endeavours acting in good faith to resolve such dispute amicably within ten (10) Business Days after the date on which the dispute is referred to them.
20.5 Nothing in this clause 20 prevents a party from seeking urgent equitable relief before an appropriate court in the State of New South Wales.
20.6 At all times during the preparation for, hearing of or deliberation over a dispute as referred to in this clause 20, the Parties must, to the extent practicable proceed to complete their respective obligations under this Agreement.
21. Notification
21.1 All notices given under this agreement must be in writing, legible, and in English and may be delivered in person or by mail or by email to the primary address or email address listed in your Account, or in the case of Sensor, to Attn: The CEO, Address: 7/3 Koala Cres West Gosford NSW 2250, Email: info@sensorglobal.com.au
21.2 A Party may change its particulars for service by notice in writing to the other Parties.
21.3 A notice sent by post will be deemed:
(a) given on the day it is posted; and
(b) received six (6) days after posting.
21.4 A notice sent by email will be deemed received at the time and on the date that it is sent, unless the sender receives notification that the delivery of the email was unsuccessful, in which case the email will not be deemed to have been received.
21.5 For the purposes of clause 21.4, 'delivery' of an email means the time that an email reaches the recipient's server.
22. References to and calculations of time
22.1 Where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.
22.2 Where something is done or received after 5.00 pm on any day, it will be taken to have been done or received on the following business day.
22.3 Where a provision in this agreement requires anything to be done on a Saturday, Sunday, or public holiday, that matter or thing may be done or will be taken to have been done on the next succeeding day that is not a Saturday, Sunday or public holiday.
23. General
Construction
23.1 In this Agreement:
(a) words in the singular include the plural and vice versa;
(b) words indicating any gender indicate the appropriate gender;
(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
(d) a reference to a person is to be construed as a reference to an individual, body corporate, unincorporated association, partnership, joint venture, or government body;
(e) references to any document (including this agreement) include references to the document as amended, consolidated, supplemented, novated, or replaced;
(f) a reference to a statute includes a reference to all enactments amending or consolidating the statute and to an enactment substituted for the statute and any subordinate legislation, including regulations;
(g) monetary references are references to Australian currency;
(h) any Schedules or Annexures form part of this Agreement;
(i) a reference to an Item is a reference to an Item in the Schedule to this Agreement;
(j) headings are included for convenience only and do not affect interpretation of this Agreement; and
(k) no provision will be construed adversely to a party solely on the grounds that the party was responsible for the preparation of this agreement or that provision.
Governing law and jurisdiction
23.2 This Agreement will be construed in accordance with the laws in force in the State of New South Wales and the parties submit to the jurisdiction of the courts of Sydney, NSW.
Reference to a party
23.3 Any reference to a Party in this Agreement includes, and any obligation or benefit under this agreement will bind or take effect for the benefit of, that Party's executors, administrators, successors in title and assigns
Related Bodies Corporate
23.4 You acknowledge that:
(a) Sensor enters this Agreement on its own behalf and for the benefit of each of the Sensor Group the context permits or requires;
(b) the benefit of this Agreement is held by Sensor on its own behalf and on trust for each Sensor Group member;
(c) Sensor may enforce and recover under this Agreement for and on behalf of any Sensor Group member; and
(d) Sensor is free to make any amendments to this Agreement without reference to any Sensor Group member.
Duty and legal fees
23.5 Each Party will bear its own legal and other costs and expenses relating to this Agreement.
Entire agreement
23.6 This Agreement represents the entire agreement between the Parties and supersedes all prior representations, agreements, statements, and understandings between the Parties.
Severability
23.7 If any part of this Agreement is invalid or unenforceable, that part will (if possible) be read down to the extent necessary to avoid the invalidity or unenforceability, or alternatively will be deemed deleted; and this agreement will remain otherwise in full force.
Amendments to be in writing
23.8 No amendment to this Agreement has any force unless it is in writing.
Further assurances
23.9 Each Party will sign and complete all further documents and do anything else that may be reasonably necessary to effect, perfect, or complete the provisions of this Agreement and the transactions to which it relates.
Joint and several
23.10 An obligation of two or more persons under this Agreement binds them jointly and severally and every expressed or implied agreement or undertaking by which two or more persons derive any benefit in terms of this Agreement will take effect for the benefit of those persons jointly and severally.
Waiver
23.11 The failure of a Party to this Agreement to enforce a provision or the granting of any time or indulgence will not be construed as a waiver of the provision nor of a waiver of the right of the party at a later time to enforce the provision.
Publicity
23.12 No public announcement or communication relating to the negotiations of the Parties or the subject matter or terms of this Agreement will be made without the written approval of all Parties.
No merger
23.13 The rights and obligations of the parties contained in this Agreement will not be extinguished by or upon completion.
No deductions
23.14 All amounts payable by you to us under this Agreement must be paid without set-off, counterclaim, withholding, or any deduction.
Residency declaration
23.15 The Parties declare that at the date of entering into the transactions evidenced by this agreement they are 'Australian residents' as defined in the Income Tax Assessment Act 1997 (Cth).
No relationship
23.16 You are not a partner, joint venturer, or agent of us and nothing in this Agreement is intended to or will imply or constitute an ownership, joint venture, or agency relationship between the Parties.
Assignment and subcontracting
23.17 We may assign, transfer, or otherwise deal with our contractual rights and subcontract or delegate its obligations under this Agreement to any person, provided that we provide written notice to you.
23.18 You must not assign, transfer, or otherwise deal with your contractual rights or subcontract or delegate your obligations under this Agreement without our prior written consent.
Survival
23.19 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely):
| Clause |
Subject |
| 1 |
Electronic Formation of Contract and Term |
| 3 |
SaaS Services |
| 8 |
Appointment of Agent by Property Owners, and Purchase of Subscription Plans |
| 9 |
Agent Obligations |
| 10 |
Customer Data |
| 11 |
Intellectual Property Rights |
| 12 |
Data Protection |
| 13 |
Confidentiality |
| 14 |
Warranties |
| 15 |
Agent acknowledgements |
| 16 |
Indemnities |
| 17 |
Limitations and exclusions of liability |
| 18 |
Force Majeure Event |
| 19 |
Termination |
| 20 |
Dispute resolution |
| 21 |
Notification |
23.20 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either Party.
24. Definitions
The meanings of the terms used in this Agreement are set out below.
Account means an account enabling a person to access and use the Services, including both administrator accounts and User accounts.
ACL means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Agent means a party representing a Property Owner as an authorised real estate Agent or other Agent as allowed by legislation in the relevant location. This also includes any party who is provided access by Sensor to the Agent Login section of the Software (For example a customer who is both the Property Owner and is also acting as an Agent). An Agent includes a Managing Agent.
Agreement means this has the meaning set out in the Background.
Business Day means any weekday other than a bank or public holiday in NSW.
Business Hours mean the hours of 9.00 am to 5.00 pm on a Business Day.
Control means the legal power to control (directly or indirectly) the management of an entity (and 'Controlled' should be construed accordingly).
Customer Data means:
(a) all content, data, information and other materials, in whatever format, provided to us by or on behalf of you in connection with the Services (Raw Data);
(b) all content, data, information and other materials, in whatever format, generated, stored, processed, retrieved, printed or produced using the Raw Data.
Customer Personal Information means personal information that is processed by us on behalf of you in relation to this Agreement.
Devices means the equipment provided to you or a Property Owner by Sensor that is required to receive the Sensor Service, and includes hub and connected Devices such as smoke alarms, gas and water leak detectors that are integrated with the Sensor Platform.
Effective Date means the date you agree to these Terms via our website or otherwise in writing.
EULA means the license grant or end user license agreement governing software entered into between Sensor and the User for limited access to the Sensor Platform.
Excluded Support Services means any of the following:
(a) correction of errors or defects arising directly or indirectly from your failure to perform or observe any of your obligations in this Agreement;
(b) rectification of errors caused by a fault in any designated equipment or Devices;
(c) equipment maintenance;
(d) diagnosis or rectification of faults not associated with the SaaS Services;
(e) enhancements designed to extend the SaaS Services to provide facilities or capabilities not contemplated by the parties at the date of this Agreement;
(f) furnishing or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by us; and
(g) maintenance made more difficult by a failure of you to perform or observe any of your obligations in this Agreement.
Force Majeure Event means an act, event, or circumstance that is beyond our reasonable control, including but not limited to any of the following:
(a) acts of God, lightning, earthquakes, cyclones, floods, landslides, storms, explosions, drought, fires, and any other natural disaster;
(b) epidemic, pandemic, or any other public health and safety emergency;
(c) any action taken or ordered by a regulatory authority;
(d) acts of war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, blockade or breaking off of public relations, acts of public enemies, terrorism, public disorder, riots, civil commotion, malicious damage, vandalism, sabotage, and revolution;
(e) explosions and nuclear, chemical, or biological contamination;
(f) maritime, aviation, or space industry or space object disaster;
(g) strikes, labour disputes, and other industrial disturbances;
(h) any road closure or congestion of roads;
(i) any quarantine or customs restriction;
(j) any interruption of power supply or scarcity of fuel;
(k) accident, collision, or breakdown of vehicle, machinery, or equipment;
(l) failures of the internet or any public telecommunications network;
(m) hacker attacks, denial of service attacks, virus, or other malicious software attacks or infections;
(n) power failures; and
(o) changes to the law.
Insolvency Event means any of the following events in relation to a Party:
(a) the Party informs the other in writing or informs creditors generally or passes a resolution to the effect that it is insolvent or is likely to become insolvent or the Party is deemed to be insolvent under any legislation;
(b) the Party enters, attempts or proposes to enter a scheme of arrangement or any other form of court sanctioned corporate reconstruction (other than if the Party can demonstrate to the satisfaction of the other that it is to carry out a reconstruction or amalgamation while solvent);
(c) the Party enters, attempts to enter or proposes to enter a compromise or other arrangement with creditors or any class of its creditors;
(d) the Party has a liquidator, provisional liquidator, administrator, insolvency officer or any other similar official appointed to it or its property;
(e) the Party takes any steps to obtain, or is granted, protection from creditors under any Applicable Law;
(f) any charge, mortgage or encumbrance is enforced or exercised against any material asset of the Party;
(g) the Party has an application made to the court for its winding up and such application is not withdrawn or dismissed within fourteen (14) days;
(h) the Party ceases to carry on its business or a material part of it, or threatens to do either of those things without the prior written consent of the other Party (which consent may not be unreasonably withheld);
(i) the Party has a winding up order made against it, is deregistered, dissolved or has any steps taken against it to enforce a judgement of a court or an arbitral award; or
(j) the Party has something having substantially similar effect to any of the events specified above occur in any jurisdiction.
Intellectual Property Rights means any and all present and future intellectual property rights of whatever nature, whether registered or otherwise (including but not limited to moral rights, worldwide patents, trademarks, database rights and current and future copyright works, circuit layouts, and all modifications and enhancements to them);
Managed Property means any property managed by Agent, for which you can access a profile in the SaaS Services, being a location where a Sensor Product is to be, or has been, installed.
Maintenance Services the general maintenance of the Sensor Platform and SaaS Services, and the application of Updates and Upgrades to be performed by us in accordance with the terms of this agreement.
Products means all goods and/or services supplied or to be supplied by Sensor to a purchaser, including Devices and SaaS Services.
Property Owner means a party who is the proprietor of a Managed Property, or a party who has effective ownership of such property via a lease or other arrangement and who offers the property to be leased from them by a home occupant.
SaaS Services means the software modules of Sensor made available under this Agreement to Agent including Agent Login section of the Software which enables real-time monitoring, event Logging and remote testing of Devices provided purchased via a Subscription Plan, together with any modifications to or enhancements or adaptations of such software modules developed or created by or on behalf of Sensor during the Term.
SaaS Services Defect means a defect, error or bug in the SaaS Services having a material adverse effect on the appearance, operation, functionality, or performance of the SaaS Services, but excluding any defect, error, or bug caused by or arising as a result of any of the following:
(a) any act or omission of you or any person authorised by you to use the Sensor Platform or SaaS Services;
(b) a failure of you to perform or observe any of its obligations in this Agreement; or the EULA or any hardware product terms;
(c) an incompatibility between the Sensor Platform or SaaS Services and any other system, network, application, program, hardware, or software not specified as compatible in the SaaS Services Specifications.
Sensor Platform the platform managed by Sensor and used by Sensor to provide the SaaS Services, including the application and database software for the SaaS Services, the system and server software used to provide the SaaS Services, and the computer hardware on which the application, database, system, and server software installed which provides an ecosystem of cloud connectivity with integrated smart IoT Devices enabling a real time vision of the compliance status of connected IoT Devices (such as smoke alarms, gas and water leak detectors) allowing the User to manage by exception and improve the customer experience.
Set-Up Services means services provided by Sensor to create your software access, provide training, and assist you to configure settings in the Sensor Platform to optimise your use of the Sensor Platform in connecting Devices to the Sensor Platform.
Services means any services that we provide to you or have an obligation to provide to you under this Agreement including SaaS Services, Set-Up Services, Support Services, and Maintenance Services.
Source Code means, in respect of the Sensor Platform, the Sensor Platform code in human-readable form or any part of the Sensor Platform code in human-readable form, including code compiled to create the Sensor Platform or decompiled from the Sensor Platform, but excluding interpreted code comprised in the Sensor Platform.
Subscription means an order for Products governed by the terms of a Subscription Plan.
Subscription Fee means the charge for Services for a Subscription in the amount as described in a Services Order or otherwise as described in this Agreement.
Subscription Plan means the price and terms of a Sensor Subscription that you, or your Property Owner reviews and accepts online or otherwise in writing, including via email or online, including the applicable Subscription Fee.
Supported Apps any apps compatible with iOS and Android devices or any other devices that we elect to support in connection with the SaaS Services from time to time.
Supported Web Browser means the current release of Microsoft Internet Explorer, Bing, Mozilla Firefox, Google Chrome, or Apple Safari from time to time.
Support Services means reasonably necessary support in relation to the use of, and the identification and resolution of errors in, the SaaS Services, but for the avoidance of doubt this excludes the Excluded Support Services.
Term means the term of this agreement, commencing on the Effective Date and continuing until this agreement expires or terminates in accordance with its terms;
Trade Contractor means person or Company who has access to the Sensor Platform to manage the installation and/ or maintenance of Sensor Devices.
Unauthorised Use means any of the following:
(a) sale, resell, rent, lease, loan, supply, publish, distribute, otherwise commercially exploit, or redistribute the SaaS Services;
(b) alter, modify, edit or adapt the SaaS Services;
(c) decompile, de-obfuscate or reverse engineer, or attempt to decompile, disassemble, de-obfuscate or reverse engineer, the SaaS Services, or cause a third party to do so;
(d) use of the SaaS Services in breach of the Agreement and related policies;
(e) use of the SaaS Services in a manner which causes the Sensor Platform to function in a degraded manner, prevents availability or accessibility, or interference with use of the Sensor Platform by other means or circumstances which may place Sensor in potential or actual breach of any agreements with third parties;
(f) provide access to the SaaS Services to parties who do not have valid authority to have access;
(g) allow any Malicious Code to be transmitted or disseminated in or by the Sensor Platform;
(h) not create a false identity or to otherwise mislead any person as to the identity, source or origin of any communications;
(i) not copy, disclose, publish, create a derivative work, or otherwise make available to any third party, any compilation of data obtained through the use of the Sensor Platform; and
(j) any activity which is fraudulent, harmful, a breach of applicable law, or illegal or in connection with any such activity.
Update means a hotfix, patch, or minor version update to the Sensor Platform.
Upgrade means a major version upgrade of the Sensor Platform.
Uptime means percentage of time during a given period when the SaaS Services are available at the gateway between public internet and the network of the hosting services provider for the SaaS Services.
User means a person to whom Sensor grants a right to use the Sensor Platform under the EULA, including Property Owners, Agents, tenants, Contractors, and including the Customer.
Sensor Agent Saas Terms and Conditions_v1.3 30-04-2024