COREIoT Pty Ltd
ABN 17 601 421 596
General Terms And Conditions
If COREIoT reasonably believes that User is, or is likely to be, in breach of this Agreement,
COREIoT may by written notice—
- In subscribing to receive the Services, User acknowledges and agrees that—
- it has engaged COREIoT to provide the Services in accordance with this Agreement;
- it has the requisite power, and authority, to enter into, perform its obligations
and discharge its liabilities under this Agreement.
- This Agreement will continue for the Term, unless terminated earlier or extended.
- ACCESS TO SERVICES
- Notwithstanding any other provision in this Agreement, the System, Equipment and User
Documentation remains the property of COREIoT.
- COREIoT will use reasonable endeavours to ensure that the Services are provided in a manner
that is substantially consistent with COREIoT’ User Documentation
- COREIoT may, from time to time, make modifications to the Services, including modifications
to the design, functionality and appearance of the System.
- Unless otherwise agreed in writing, COREIoT is not obligated, or required, to provide User
with access to any updated, or newer, version of the System.
- COREIoT may access the System, without notice to User, for any purpose associated with the
overall management of the Services, including the application of soiware changes,
the provision of training, education and support services to User.
- COREIoT is under no obligation to ensure that persons accessing the System using User’s
security identifier have the authority to do so. COREIoT is entitled to assume that
any person using User’s security identifier to access the System is authorised to
- User is solely responsible for the confidentiality and use of any security identifiers
relating to the System. If User become aware of any loss,theft or unauthorised use
of any of its security identifiers, User must notify COREIoT immediately.
- User may, by written notice to COREIoT within 5 Business Days from the date of delivery,
refuse to accept any Equipment that has been provided where—
- the Equipment is defective; or
- the Equipment was not ordered by User.
- Any Equipment returned to COREIoT in accordance with clause 3.1(a) will be replaced as soon
as practicable at COREIoT’s cost and is under 12 months warranty, unless the defect
is the result of unreasonable neglect, use or damage by User.
- User assumes all risk, and liability, for the Equipment from User’s receipt of the Equipment
until the Equipment is returned to COREIoT.User agrees that—
- it will ensure that the Equipment is always operated in a secure area ;
- it will not alter the Equipment (including by way of repair or servicing) or remove
from the Equipment any attachment or fittings without the prior written consent
- should COREIoT (acting reasonably) consider that there is evidence of neglectful use,
abuse or damage to the Equipment (beyond reasonable wear and tear), then, without
prejudice to COREIoT’s other remedies under this Agreement or at law, COREIoT may,
at User’s cost—
- undertake any necessary repairs, or maintenance, to restore the Equipment to
proper working order or to the condition the Equipment was in prior to the
Equipment passing into User’s possession; or
- if such repairs are not possible, replace the Equipment; and
- SUPPORT SERVICES
- User acknowledges that the Services may not be free from fault or interruption, and that
the Services may be unavailable during scheduled, or unscheduled, outages or maintenance
periods. COREIoT will take all reasonable steps to notify User of any scheduled outages
or maintenance, or when the Services may be temporarily unavailable.
- COREIoT agrees to provide User with access to a helpdesk on Business Days to provide User
with all reasonable assistance, including, at COREIoT’s sole discretion, the replacement,
or repair, of Equipment as long as it’s under warranty, or to remedy any technical
defects, or operational difficulties, in respect of the Services.
- Notwithstanding clause 4.2, COREIoT shall not be liable to aid User if—
- User has not paid all Fees in accordance with clause 5;
- User does not provide the necessary access, or assistance, to COREIoT to allow the assistance;
- a technical, or operational, defect is caused, or contributed to, by User’s—
use of the System in combination with User’s own software and/or hardware;
use of the System in a manner other than as reasonably contemplated, or approved, by COREIoT;
failure to maintain the supported operating environment;
use of the System in a manner that is not reasonably contemplated, or not expressly, authorised by this Agreement or in accordance
with the User Documentation; or
use of the System that results in accidental damage.
- COREIoT reserves the right to make any changes to the Services that it considers necessary,
including updates and new releases. COREIoT will use reasonable endeavours to give User
prior notice of any changes to the Services to the extent that there is any adverse
effect on the functionality or performance of the Services. However, User acknowledges
that prior notice may not be possible in respect of all changes, such as any urgent
changes that are necessary to remedy errors or defects to the Services.
- Fees And Payments
- User must pay COREIoT a one-off Fees in connection with the Services..
- User must pay invoices issued by COREIoT in accordance with clause 5.1 within 30 days from
the date of invoice. All invoices will be Tax Invoices for GST purposes.
- Unless otherwise specified, all Fees are exclusive of GST and any other applicable taxes
and duties (which must be paid by User).
- USER OBLIGATIONS
- In accepting the Services, User acknowledges and agrees that, at all times, it—
- will use the Services strictly in accordance with these Terms and Conditions for
the purposes contemplated by this Agreement;
- will not tamper with or modify, or attempt to tamper with or modify, the System;
will ensure that its use of the Services does not in any way infringe any third party’s Intellectual Property Rights or other
- is responsible for ensuring compliance with all Applicable Laws and reasonable directions
from COREIoT in relation to the Services, unless such directions breach any Applicable
- is solely responsible for the collection and input of Data into the System, including
its completeness, accuracy and correctness, and for obtaining all necessary licences
and consents to its use, and that COREIoT assumes no responsibility for ensuring
the correctness, accuracy, completeness or suitability of any part of the Services
for any intended purpose.
- will take reasonable precautions to prevent the transfer to the System of any material
that contains any virus, trojan, worm or other malware that may damage, or interfere,
with the operation of the System;
- will not breach, or attempt to breach, the security of the System or otherwise interfere
with, or attempt to interfere with, the normal operation of the System;and
- will ensure that, except as expressly authorised by (and subject to any conditions
prescribed under) any Applicable Law, User must not, in any form or by any means--
- copy, adapt, reproduce, store, distribute or sell, print, display, perform, broadcast,
publish, communicate to the public, make available to the public or create
derivative works of the whole, or any part, of the Services or any User Documentation
(including all trade-marks); or
- seek to disassemble, or reverse engineer, the System.
- suspend User’s access to, or use of, the System without any liability to COREIoT; or
- discontinue the Services or the provision of any Output, access to the System or
Equipment, Data, or output provided through, or associated with, the Services.
INDEMNITY User agrees to indemnify COREIoT and each of its officers, directors, employees, agents,
consultants and contractors (Indemnified Persons) from, and against, any Loss of any kind
which those Indemnified Persons may suffer, or incur, in connection with—
- To the maximum extent permitted by law, COREIoT's liability under any guarantee, condition
or warranty (including any guarantee, condition or warranty of merchantability, acceptable
quality, fitness for purpose or fitness for disclosed result), or any other right
or remedy, under any legislation or implied into this Agreement by any legislation
(Statutory Warranties) is hereby excluded. If any Statutory Warranties are found
to be applicable, COREIoT's liability for any breach of such Statutory Warranties will
be limited to the refund of any Fees paid for the Services.
- Without limiting clause 7.1—
- COREIoT does not represent, or warrant, that the Data, Output or any other information
made available through the Services will be available at any particular time
or that the System, or Output Data, will be free from error or interruption;
- User agrees that COREIoT is not liable for problems caused by User or a third party,
including wireless carriers, data centres, network congestion or blackouts, weather,
accidents, any act of God or other factors outside of COREIoT’s control; and
- COREIoT specifically disclaims any, and all, liability and warranties, implied or expressed,
for uses requiring fail-safe performance.
- To the maximum extent permitted by law, COREIoT excludes all liability (whether arising
in contract, tort or otherwise) that it may have for any Loss arising from—
- the use of, or reliance on, any aspect of the Services, Equipment, Output or Data;
- any third party which integrates, in any way, with the Services, System or any Equipment;
- any support services, documentation, or other services provided by COREIoT in respect
of the Services, whether that Loss is direct, indirect or Consequential Loss.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
- a breach by User of any provision of this Agreement; or any claim, action, demand, remedy, suit, proceeding or right of action against any Indemnified Person by—
- any third party relating to User’s access to, or use of, any part of the Services;
- User or third party relating to an allegation or finding that any—
- Data provided, or collected, by User infringes the Intellectual Property Rights
of a third party; or
- Data or Output is illegal, fraudulent, inaccurate, incorrect, incomplete, misleading
or deceptive, or likely to mislead or deceive.
COREIoT agrees not to provide the Data to any third party (other than a third party engaged
by COREIoT to assist in the provision of the Services), unless it is:
- User acknowledges and agrees that—
- all Intellectual Property Rights in, and relating to, the Services is owned by COREIoT
or its licensors; and
- it will ensure that the User Documentation, and any other material derived from the
User Documentation, is utilised only for the purpose of using the Services, except
with COREIoT's prior written consent, and that User is responsible for the safekeeping
of the User Documentation.
- Subject to this Agreement, COREIoT grants User a non-exclusive, non-transferable and royalty
- in perpetuity to—
- access, store and process the Output on User’s computer system; and
- use and reproduce the Output for conducting its business in accordance
with this Agreement.
- for the duration of the Term, to use the User Documentation for the purpose of
using the Services.
Subject to clause 9.3, User hereby unconditionally and irrevocably grant to COREIoT, a perpetual
worldwide, royalty-free, non-exclusive licence (including the right to sub-licence
and transfer those rights to third parties) to use, reproduce, copy, store, modify,
adapt, distribute, publish and create derivate works from, and otherwise exercise
all Intellectual Property Rights in, the Data or Output for any purpose and in any
form, without compensation to User0.
Each party (Receiving Party) must keep the Confidential Information of the other party
(Discloser) confidential, safe and secure at all times during, and after the termination
of, this Agreement and not disclose it to any person other than:
- required to
do so for the purpose of any audit or compliance purposes, or as otherwise required
by law; or
- provided on an aggregated and anonymous basis, together with Data
from one, or more, other subscribers to the Services, for the purposes of providing
statistical and/or analytical information.
The Receiving Party will only use or disclose the Confidential Information of the
Discloser in accordance with these Terms and Conditions.
Both parties agree to deal with Confidential Information that is personal information
(as defined in the Privacy Act 1988 (Cth)) in accordance with the Privacy Act
User agrees to allow COREIoT to use, during the Term and for a period of one year
thereafter, User’s company name and logos for the sole purpose of identifying
User on COREIoT marketing material.
DATA RETENTION AND BACK-UP
- the Receiving Party’s agents, advisors, contractors and personnel who have a
need to know, provided they are subject to an obligation to keep the Confidential
Information confidential or, in the case of COREIoT, as contemplated by this
- where required to do so by law.
TERM AND TERMINATION
- Subject to clause 9, User acknowledges and agrees that COREIoT may retain only profiled data in terms of reports and
Output obtained through the provision of the Services, as well as any information
provided by User during the provision of the Services, at the termination of
- This Agreement commences from the date that COREIoT notifies User of its acceptance
of the PO and continues for the Term.
This Agreement will automatically renew at the completion of the Initial Term for a further term equal to the length of the Initial Term (each period being a Subsequent Term), unless either party provides the other party with written notice to not renew the Agreement at least 30 days prior to the expiration
of the Term.
COREIoT reserves the right to increase, or vary, the Fees for Subsequent Terms by
providing User with 40 days’ written notice prior to the renewal date.
- Either party may terminate this Agreement immediately for any of the following reasons
by providing written notice to the other party:
User fails to pay, in full, any Fees by the due date;
- the other party breaches any material term of this Agreement and such breach
is not capable of being remedied;
- the other party breaches any material term of this Agreement and, if it is capable
of being remedied, does not remedy that breach within 14 days after receipt
of notice of breach; or
the other party becomes insolvent, has a controller or receiver appointed,
enters into liquidation or administration, fails to comply with a statutory
demand, it is unable to pay its debts when they fall due or something
having a similar effect to the foregoing happens in connection with the
- Termination of this Agreement is without prejudice to accrued rights and obligations
of a party as at the date of expiry or termination. User is not entitled to a
refund of any Fees paid in advance.
- Upon the termination of this Agreement:
- User’s rights to access, and use, the Services shall cease;
all User Documentation, Training material must be destroyed; and
- all Fees payable to COREIoT must be paid immediately.
- Clauses 3.3(d), 5,7, 8, 9, 10 and 11, as well as any other clauses that are intended
to survive termination, shall survive termination of this Agreement.
- COREIoT may vary these Terms and Conditions provided that it provides User with not
less than 14 days’ prior notice.
- User may terminate this Agreement by giving 30 days’ notice to COREIoT upon receipt
of a notice in accordance with clause 12.1.
- All notices under this Agreement—
- must be in writing and by email; and
- will be deemed to be delivered when acknowledgement of receipt is recorded on
the sender’s computer.
- Notices to User will be sent to the address specified on the PO (or such other address
as User may notify COREIoT of from time to time). Notices to COREIoT must be sent to
support@COREIoT.com or as otherwise notified to User from time to time.
- This Agreement does not create a relationship of partnership, employment or agency
between COREIoT and User.
- User may not assign nor novate this Agreement, or any benefit arising thereunder,
without COREIoT’s prior written consent.
- This Agreement constitutes the entire agreement between the parties supersedes all
previous agreements or representations, whether recorded in writing or otherwise.
- A provision of, or a right created by, this Agreement may not be waived, except in
writing and signed by the party giving the waiver.
- This Agreement is governed by the law in force in WA, Australia. Each party submits
to the jurisdiction of the courts of Western Australia in relation to this Agreement.
- If any provision of this Agreement is unlawful, invalid, or void, that provision
must be read down so that is valid and enforceable (or, if it cannot be read
down, severed) so that the validity and enforceability of the remaining provisions
are not affected.
In this Agreement, unless the context otherwise requires:
Agreement means these Terms and Conditions, and the Quotation.
Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate
legislation in force from time to time which pertains to the Services.
Business Day means a day from 9:00 a.m. to 5:00 p.m., other than a Saturday, Sunday,
or a public holiday in Perth, WA.
means information that relates to the business, assets, or affairs, of the Discloser
and is by its nature confidential or the Receiving Party knows, or ought to know, is confidential,
but does not include information that—
- was rightfully known to, or in the possession or control of, the Receiving Party prior
to its receipt and which is not subject to a separate obligation of confidentiality
on that party; or
- is, or becomes, public knowledge (other than as a result of a breach of confidentiality
by the Receiving Party or any person to whom it discloses Confidential Information).
Consequential Loss any loss of, or failure to realise, revenue, agreements, income,
profit, savings or opportunity, damage to reputation, loss or corruption of data, or any
indirect, special, economic or consequential loss.
Data means any data that is recorded by the Equipment.
Equipment means any product or equipment that COREIoT provides User from time to time.
Fees means the fees payable to COREIoT in accordance with clause 5.
GST has the meaning given to that term in the A New Tax System (Equipment and Services
Tax) Act 1999 (Cth).
Initial Term has the meaning given to that term in the Quotation.
Intellectual Property Rights means any and all:
- current and future registered and unregistered rights in respect of copyright, designs,
semiconductor or circuit layouts, trade marks, trade names, business names, trade
secrets, know-how, Confidential Information, patents, inventions and discoveries;
- applications for grant of any of the above;
- other rights of a similar nature arising (or capable of arising) under statute or at
common law in the Commonwealth of Australia or anywhere else in the world; and
- other intellectual property as defined in Article 2 of the Convention Establishing the
World Intellectual Property Organisation.
Loss means loss, damage, cost, expense or liability of any kind, including liability
to a third party, any loss of profits or indirect, consequential, incidental, special exemplary,
or punitive loss or damage.
COREIoT means COREIoT Australia Pty Ltd (ACN 601421596) and its subsidiary and affiliated,
or related, companies.
Output means any information or data generated by the System using, or as a result of
the processing of, the Data.
PO means an official purchase order provided by User referencing the Quotation.
Quotation means an official quotation provided by COREIoT specifying the commercial terms
of the Services to be provided by COREIoT.
Service(s) means the service of providing User with the right to access and use the
System, Equipment, Data and/or Output, and the provision of associated helpdesk and support
services, and User Documentation.
Subsequent Term has the meaning given to that term in clause 11.2.
System means the system that integrates the web-based soiware, together with the Equipment
and its integrated technology.
Tax Invoice has the meaning given to that term in A New Tax System (Equipment and Services
Tax) Act 1999 (Cth).
Term means the period commencing on the date the Agreement is formed and continuing
until the end of the Initial Term or a Subsequent Term (if any), unless terminated earlier.
Terms and Conditions means this General Terms and Conditions.
User means the entity whose details are set out in the Quotation and includes any executors,
administrators, successors and permitted assigns of that entity. It also includes an individual
natural person user (such as the entity’s officers, directors, employees, agents, consultants
and invitees) that is authorised to use and access the Services.
User Documentation means
any user manual, service standards, fee schedule or other documentation relating to the Services
as may be published by COREIoT, from time to time.