Veyor System Terms and Conditions of Use
These Terms and Conditions of Use (Terms) constitute a legally binding contract between you (you and your) and Veyor Digital Pty Ltd trading as Veyor Digital Pty Ltd ABN 74 622 546 221 (Veyor, we, us and our).
Please read these Terms carefully before continuing registration of your Veyor System account. By clicking the "Accept" button or otherwise accepting these Terms by using or accessing the Veyor System, you acknowledge that you have read, understand and agree to follow and be bound by these Terms.
Veyor may modify these Terms from time to time, subject to the terms in clause 11. If you do not agree to any change to these Terms, you may terminate these Terms.
(a) Your right to access and use the Veyor System is based on a Software-as-a-Service licence agreement (Licence Agreement) between Veyor and Licensee.
(b) You acknowledge that your right to access and use the Veyor System automatically terminates if you cease to be employed or engaged by the Licensee, or if the Licence Agreement is terminated for any reason.
(c) Subject to your compliance with clause 2 and the remainder of this clause 1, Veyor provides Users with access to the Veyor System. Any Updates or New Features which are added to the Veyor System from time to time (including under clause 6) will also be subject to these Terms.
2. Using the Veyor System
(a) You must not without Veyor's prior written approval:
(i) access or use the whole or any part of the Veyor System, except as expressly authorised by these Terms, or otherwise with the prior written consent of Veyor;
(ii) use the Veyor System to assist in the conduct of the business of any third party, if that third party would otherwise require a licence to use the Veyor System for that conduct;
(iii) modify, adapt or amend the Veyor System, or permit any third party to modify, adapt or amend the Veyor System;
(iv) copy or replicate, or directly or indirectly allow or cause a third party to copy or replicate, the whole or part of any of the Veyor System except and strictly only to the extent such copying is necessary for the normal use of the Veyor System;
(v) at any time do or cause to be done any act or thing contesting or in any way impairing any of Veyor's Intellectual Property Rights, including removing or obscuring any proprietary notice (including any copyright, trade mark, service mark, tagline) or other notices contained in the Veyor System;
(vi) modify Veyor's intellectual property or merge all or any part of Veyor's intellectual property with any other intellectual property, other than for the purpose of these Terms or as directed by Veyor;
(vii) circumvent any mechanisms in the Veyor System intended to limit a User's use of or access to areas within or components of the Veyor System;
(viii) vary, alter, modify, interfere with, reverse disassemble, decompile or reverse engineer, or otherwise seek to obtain or derive the source code from, or directly or indirectly allow or cause a third party to vary, alter, modify, interfere with, reverse disassemble, decompile or reverse engineer or obtain or derive the source code from, the whole or any part of the Veyor System or otherwise attempt or allow any other party to attempt to obtain the algorithms by which the Veyor System performs functions, except as permitted by Law;
(ix) publicly disseminate information regarding the performance of the Veyor System;
(x) use any data mining, gathering or extraction tools in connection with the Veyor System, without Veyor's prior written consent; or
(xi) sub-license, rent, sell, lease, distribute or otherwise transfer the Veyor System or any part of it (in whole or in part) except as expressly permitted under these Terms.
(b) You must not make or permit any use of the Veyor System in a way which:
(i) involves anything which is false, defamatory, harassing or obscene;
(ii) involves the sending of unsolicited electronic messages;
(iii) would involve the contravention of any person's rights (including Intellectual Property Rights);
(iv) may offend any Laws, including any Privacy Law;
(v) may otherwise be regarded by Veyor, on reasonable grounds to be unacceptable (Veyor may from time to time notify you of the circumstances which it regards as unacceptable);
(vi) involves any fraudulent activity; or
(vii) involves the sale or promotion of any illegal business activities or prohibited products or services.
3. Your Veyor Account
(a) In order to access and use the Veyor System, you must have an individual Veyor System account established by the Licensee (Account).
(b) You must keep secure your login credentials and must not allow or authorise any other person to use those login credentials unless with prior consent from Veyor. Veyor will not be liable for any Loss arising out of or in connection with any failure to maintain the security of your login credentials. You must immediately notify Veyor of any suspected or actual unauthorised use of your login credentials or your Account.
(c) You are responsible for maintaining control over and access to your Account, and for any and all activities that occur under your Account or using your login credentials, whether or not authorised by you.
4. Account Obligations
(a) ensure that you maintain reliable, accurate and complete details in relation to your Account, including contact details, and update such details from time to time as required; and
(b) if you are uploading Data onto the Veyor System, ensure that all equipment, materials, instruments, methods, processes and systems used by you to make calculations which inform the submission of Data, are reliable, accurate, complete and timely and comply with all relevant Laws and any applicable set up and use guides and information provided by the supplier/s of that equipment, instruments, methods, processes and systems are regularly inspected and maintained to ensure compliance with the same.
5. Third Party Content
You acknowledge and agree that:
(a) the Veyor System may contain content and information drawn from a variety of third party sources. You acknowledge that Veyor does not endorse, is not liable for and makes no representation or warranty in respect of any such content, information, products or services (Third Party Content), including in respect of the accuracy, completeness, timeliness or continued availability of such Third Party Content. Veyor disclaims all liability for such Third Party Content; and
(b) the links to third party websites or other information sources that are contained in the Veyor System may not remain current or be maintained.
6. Updates and New Features
From time to time Veyor may introduce Updates and New Features to the Veyor System.
7. Confidential Information
(a). Except in circumstances provided under clause 7(b), you must not disclose, allow to be disclosed or use for a purpose other than as contemplated by these Terms, the existence of and terms of these Terms or any of Veyor's Confidential Information.
(b). Subject to clause 7(a), you may disclose Veyor's Confidential Information:
(i) under corresponding obligations of confidence as imposed by this clause, to persons which control or are controlled by Veyor within the meaning of the Corporations Act 2001 (Cth), and Veyor's employees, legal advisers or consultants;
(ii) which is at the time in the public domain or lawfully in the possession of the proposed recipient of the Confidential Information through sources other than Veyor, or a Related Body Corporate of Veyor, to these Terms;
(iii) in enforcing these Terms or in a proceeding arising out of or in connection with these Terms;
(iv) if required under a binding order of a Governmental Agency or under a procedure for discovery in any proceedings;
(v) if required under any Law or any administrative guideline, directive or request;
(vi) as required or permitted by these Terms; or
(vii) with Veyor's prior written consent.
8. Collection of Personal Information
(a) You acknowledge that:
(ii) this information may be disclosed to third parties that help us deliver our services or as required by Law;
(iii) if you do not provide this information, we may not be able to provide all of our services or products to you; and
(iv) we may also disclose your Personal Information to recipients that are located outside of Australia, including to related body corporates of the Licensee, third party suppliers and other Users located globally. Where appropriate, we will endeavour to provide such information on an aggregated and de-identified basis.
(a) You represent and warrant that:
(i) any and all Data that is input into the Veyor System (including User details and any geocode locations) is accurate, complete and up-to-date and you acknowledge and agree that Veyor is not responsible for any Data;
(ii) you have sufficient rights to all Data, to hold the Data and input it to the Veyor System; and
(iii) you have obtained from all individuals and third parties any required Consents and have provided all required notices with respect to the collection, retention, disclosure and use of the Data as contemplated for the purposes of these Terms that are required under applicable Laws.
(b) You must notify us immediately in the event that you discover that any Data input by you into the Veyor System is not accurate, complete or up-to-date. Where possible, you must promptly amend, delete or update any Data input that is not accurate, complete or up-to-date.
(c) The Veyor System may make available to you data and information input by other Users and third parties, including;
(i) details of Users, including name and contact details;
(ii) information on locations; and
(iii) calculations based on data and information input by other Users and third parties.
(d) You acknowledge and agree that:
(i) you will review and make your own assessment and verification of any calculations, output, locations or other information made available on the Veyor System and you must not rely (in whole or in part) on such calculations, output or other information in relation to the use of any functions or features of the Veyor System; and
(ii) Veyor is not responsible for any Data or other information input into the Veyor System by Users.
(e) You must not use any Data obtained or collected through the Veyor System for any purpose other than the purposes contemplated under these Terms and authorised by Veyor.
(f) This clause 9 will survive the termination of these Terms.
10. Intellectual Property
(a) You acknowledge that Veyor owns or licenses all rights, title and interest in the Veyor Marks, the Veyor Materials and the Veyor System (including Intellectual Property Rights in the Veyor Marks, the Veyor Materials and the Veyor System and any improvements to them), and that these Terms does not transfer ownership of any such right, title or interest of Veyor or any third party.
(b) Without limiting clauses 10.1(c) and 10.2, Veyor acknowledges that you own or license all rights, title and interest in the Data (including any Intellectual Property Rights and any improvements to them), and that these Terms does not transfer ownership of any such right, title or interest of you or any third party.
(c) Users may from time to time input information or Data into the Veyor System which includes brands, trademarks, designs, logos or names that are not Veyor Marks (Third Party Marks). You acknowledge and agree that Veyor has no association, affiliation or relationship with, and does not endorse, any Third Party Marks input into the Veyor System by any User.
(d) You may from time to time provide to Veyor feedback (including suggestions, ideas, information, comments, process descriptions or other information) in relation to the Veyor System and/or Veyor's other (current or future) products and services (Feedback). You absolutely and unconditionally assign to Veyor all rights, title and interests (including all Intellectual Property Rights) in and to any Feedback immediately upon creation, free of all encumbrances and third party rights and you must at your own cost do all things necessary to give effect to such assignment, including executing any required documents or effecting any required registration.
11. Amendment to these Terms
We may update or modify these Terms from time to time. Veyor will notify you of any amendment to these Terms in writing. Your subsequent or continued use of the Veyor System will constitute acceptance of any changes. If you do not agree to any change to the Agreement, you may terminate these Terms in accordance with clause 12(c) and must immediately stop using the Veyor System.
(a) Veyor may immediately terminate this agreement or suspend, revoke or cancel your Account, or your access to the Veyor System with immediate effect:
(i) for breach of any of these Terms;
(ii) if you cease to be employed or engaged by the Licensee, or if the Licence Agreement is terminated for any reason.
(b) Without limiting clause 12(a), Veyor may immediately terminate this agreement or revoke or cancel your Account, or your access to the Veyor System with immediate effect if:
(i) you attempt to assign, or assign, any right under these Terms otherwise than in accordance with these Terms;
(ii) any breach by you or the Licensee of the Licence Agreement;
(iii) any use of the Veyor System by you which harms the interests of Veyor or other Users of the Veyor System;
(iv) for any other reason as set out in the Licence Agreement; or
(v) for any other misuse, fraudulent or malicious behaviour connected with your use of the Veyor System.
(c) If you elect not to accept variations to these Terms made pursuant to clause 11, you will be deemed to have terminated these Terms with immediate effect.
13. Consequences of termination
(a) On expiration or termination of these Terms for any reason:
(i) the rights granted to you in respect of the Veyor System terminate and you must immediately stop using the Veyor System; and
(ii) your Account will be deactivated and your Data may be deleted in accordance with clause 13(c).
(b) You acknowledge that Veyor will have no liability to you or any other person arising out of the termination of these Terms for any reason.
(c) You acknowledge and agree that Veyor has no obligation to retain any information relating to you (including Data) and that all such information may be irretrievably deleted by Veyor after one (1) month from the date of any suspension, termination or expiry of these Terms.
(a) You acknowledge and agree that, to the extent permitted by Law (including the Australian Consumer Law if applicable), Veyor makes no representations, warranties or guarantees about the Veyor System (including about any information or Data that is input into the Veyor System by any User), including that it will be accurate, current, reliable, timely, available, secure, complete, up-to-date or of a certain quality, or that it will operate in combination with any other hardware, software, system, or data, or that it is free from defects, bugs, viruses, errors or other harmful components, or that any stored Data will not be lost or corrupted.
(b) Without limiting clause 14(a), the User acknowledges and agrees that the Veyor System is offered for logistical, communication and planning purposes only. The Veyor System relies on Data provided to the Veyor System and the manner in which the User uses the Veyor System and such information on a Site. It is not a substitute for any obligations on the User to comply with any work, health and safety procedures and Veyor has no responsibility for ensuring the User's own compliance with any applicable Laws. All Users must exercise reasonable care and judgement in any use of and interaction with the Veyor System. In no circumstance will Veyor have any liability for any physical loss or damage to persons or property on or at a Site which may arise in connection with or in relation to such use of or interaction with the Veyor System by the Licensee or any Users.
(c) The Veyor System and all other products and services made available to you in connection with these Terms are provided "as is" and to the extent permitted by Law (including the Australian Consumer Law if applicable), Veyor disclaims any and all warranties and representations of any kind, including any warranty or non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory.
(d) Veyor shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Veyor.
15. Indemnity by You
(a) You shall defend, hold harmless and indemnify Veyor and its Related Bodies Corporate and personnel (the Veyor Indemnified Parties) from and against any Loss suffered or incurred by the Veyor Indemnified Parties arising out of or in connection with:
(i) any Data (including Personal Information) disclosed by you in connection with these Terms;
(ii) a breach by you of these Terms;
(iii) your use, including any unauthorised use or misuse, of the Veyor System; and
(iv) any loss or damage to property arising out of or otherwise in connection with any wrongful act or omission by you.
(b) The parties acknowledge and agree that Veyor has been irrevocably appointed to act as sole and exclusive agent of the Veyor Indemnified Parties for the purpose of recovering (whether through court proceedings or otherwise) the Losses of the Veyor Indemnified Parties and enforcing the indemnities.
(c) This clause 15 survives termination of these Terms for whatever reason.
16 Limitation of Liability
(a) This clause is subject to any rights you may have under the Australian Consumer Law including the remedies that may be available for any breach of the consumer guarantees.
(b) To the maximum extent permitted by Law (including the Australian Consumer Law if applicable), the aggregate liability of Veyor for any Loss in connection with the Veyor System, direct or otherwise, regardless of the cause or form of action, is limited to the cost of the supply of the Veyor System again.
(c) To the maximum extent permitted by Law (including the Australian Consumer Law if applicable), under no circumstances will Veyor be liable for any Consequential Loss.
(d) The limitations and exclusions in this clause 16 shall apply whether the action, claim or demand arises from breach of contract, tort (including negligence) or under any other theory of liability.
(e) This clause 16 survives termination of these Terms for whatever reason.
(a) You must not sub-license, assign, or attempt to sub-license or assign, any right arising out of these Terms, or these Terms, without Veyor's prior written approval which may be withheld at its complete discretion. Veyor may assign or subcontract all or part of this these Terms to any other party.
(b) Nothing in these Terms gives a party any right to bind the other party in contract or otherwise at law, or hold itself out as a representative of the other party.
(c) Each party must take all steps as may be reasonably required by the other party to give effect to the terms of these Terms and transactions contemplated by these Terms.
(d) These Terms as may be updated from time to time, contains the entire agreement between the parties with respect to its subject matter and supersedes any oral or written prior agreement, representation or understanding relating to these Terms.
(e) These Terms may be executed in multiple counterparts and by electronic means.
(f) You acknowledge that in entering into these Terms you have not relied on any representation or warranties about its subject matter except as provided in these Terms.
(g) No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under these Terms will operate as a waiver or in any way prejudice any right under these Terms.
(h) If any provision of these Terms is held to be invalid, illegal or unenforceable, these Terms will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.
(i) These Terms is governed by the laws of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in that state.
18. Definitions and Interpretation
The following definitions apply unless the context requires otherwise:
Account has the meaning given to that term in clause 3(a) of these Terms.
Confidential Information of a party means all confidential data and information (including trade secrets and confidential know how, as well as business, technical and financial information if identified as confidential) relating to that party, to its suppliers or customers, or to a Related Body Corporate, or otherwise to that party from time to time, of which the other party becomes aware, either before or after the Commencement Date of the Licence Agreement. Veyor's Confidential Information includes Veyor Materials, the design, specification and content of the Veyor System including its source code, Veyor's personnel information, operational and other policies, project documentation, proposals, or other development documentation including any specifications, or business strategies, and these Terms.
Consents means any licences, clearances, permissions, certificates, permits, authorities, declarations, exemptions, waivers, approvals or consents.
Data means any and all data or other material input, entered or added to the Veyor System by or on behalf of the User or the Licensee, or at the request of the User or Licensee, including details of the Site.
Derivative Materials means materials, data and insights derived or created by or on behalf of Veyor in accordance with clause 10.2, which are based on, or created or derived from, the Data.
Governmental Agency means any government, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
Intellectual Property Rights means any and all intellectual property rights including patent, copyright, trademark (registered and unregistered), designs and any other rights of a like nature subsisting or conferred by law in force in any part of the world.
Laws means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments.
Licence Agreement means the Veyor System Software-as-a-Service Licence Agreement between Veyor and Licensee.
Licensee means the company, entity or organisation that has entered into a Licence Agreement with Veyor and has authorised the individual members of its Personnel to access and use the Veyor System under its Licence Agreement.
Loss means any claim, loss, liability, cost or expense (including legal expenses on a full indemnity basis).
New Features means a new version of the Veyor System generally released with the primary purpose of providing additional functionality or enhancement in that new version.
Personal Information means "personal information" as defined in the Privacy Act and any other information relating to individuals that is subject to the operation of the Privacy Laws that either party has collected, received or otherwise has access to in connection with these Terms.
Personnel means, in respect of a Licensee, any employee, contractor, servant, agent, or other person under the Licensee's direct or indirect control and includes any sub-contractors.
Privacy Act means the Privacy Act 1988 (Cth), as amended or replaced from time to time.
Privacy Law means:
(a) the Privacy Act;
(b) the Spam Act 2003 (Cth);
(c) any legislation from time to time in force in any:
(i) Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and/or
(ii) non-Australian jurisdiction (to the extent that either party is subject to the laws of that jurisdiction),affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data; and
(d) any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued by a Governmental Agency under an instrument identified in paragraphs (a), (b) or (c) (in each case which are binding),
as amended from time to time.
Related Body Corporate has the meaning given to that term in section 9 of the Australian Corporations Act 2001 (Cth).
Site means the relevant physical construction site or other site at or on which the User and/or Licensee will be using the Veyor System.
Terms means these Veyor System Terms and Conditions of Use.
Third Party Content has the meaning given to that term in clause 5(a) of these Terms.
Third Party Marks has the meaning given to that term in clause 10.1(c) of these Terms.
Update means any new version of the Veyor System made generally available to update and/or correct errors or bugs in the Veyor System and includes any separate maintenance patch, bug fix or update to the Veyor System.
User means an individual member of Personnel that is authorised by the Licensee to access and use the Veyor System in accordance with clause 3 of these Terms.
Veyor Marks means the brands, trademarks, designs, logos or names of Veyor.
Veyor Materials means any documentation, guides and other materials provided or made available by Veyor to a User from time to time.
Veyor System means all software, functionality, methodologies, services and capability associated with the unique Veyor software-as-a-service tool for digital construction management that is developed, operated and/or maintained by Veyor, and which is made available to Users in accordance with these Terms.
Veyor Website means www.app.veyordigital.com or www.veyordigital.com or such other website owned or operated by Veyor which may be linked to or therefrom.
Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
(a) the singular includes the plural and conversely;
(b) the gender includes all genders;
(c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
(e) a reference to a clause is to a clause of these Terms;
(f) a reference to any party to these Terms or any other agreement or document includes the party’s successors and permitted assigns;
(g) a reference to any agreement or document (including a reference to these Terms) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with these Terms or that other agreement or document;
(h) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
(i) a reference to conduct includes, any omissions, statement or undertaking, whether or not in writing;
(j) a reference to includes, means includes without limitation; and
(k) all references to $ are to Australian dollars, unless otherwise specified.