SAVVYWISE– TERMS OF USE
FORMING A BINDING AGREEMENT
(a) Your employer or engaging party (“Client”) is a customer of SAVVYWISE PTY LTD
(ABN 52 689 383 391) (“Savvywise”) and has arranged for you to have access to the
Savvywise Platform.
(b) This document sets out the terms (“Terms of Use”) of the licence that Savvywise
is granting you to enable you to use the Savvywise Platform.
(c) In order to proceed you must review and accept these Terms of Use by clicking on the
“I have read and accept the Terms of Use” checkbox.
(d) You agree that your use of the Savvywise Platform is subject to these Terms of Use.
If you do not agree to these Terms of Use, you must not use the Savvywise Platform.
(e) Any use of the Savvywise Platform will constitute evidence that you have read, understood
and agreed to be bound by these Terms of Use.
(f) Savvywise reserves the right to amend, vary, modify and/or replace these Terms of Use at
any time, and from time to time, and such amendment, variation, modification and/or
replacement shall be effective immediately upon posting to the Savvywise Website. Your
continued use of the Savvywise Platform shall be deemed to be your acceptance of any
amendments to these Terms of Use.
DEFINITIONS AND INTERPRETATION
2.1 Definitions
In this Agreement, unless the context requires otherwise:
"Advice" means any advice, statement, representation, opinion, suggestion, information, document, or data of any kind.
"Business Day" means a day that is not a Saturday, Sunday, the Easter public holiday, Christmas Day, Boxing Day, or New Year’s Day.
"Confidential Information" means all of the information that is not in the public domain that relates to the SavvyWise Platform.
“Content” means any text, images, audio recordings, video recordings, interactive media, templates, precedents, clauses, documents, wording suggestions, research, guides, tools, materials or other information, that is provided on or in connection with the SavvyWise Platform.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Documentation" means the documentation provided in connection with the SavvyWise Platform which provide a user guide for the SavvyWise Platform.
"Intellectual Property Rights" means all intellectual and industrial property rights of whatever nature (whether or not registered or registrable) including, but not limited to:
(a) patents, copyrights, designs, trademarks, trade secrets, drawings, inventions, discoveries, research developments;
(b) any application or right to apply for registration of any of the rights in paragraph (a) and all renewals and extensions of those rights; and
(c) the right to have Confidential Information kept confidential.
"Loss" means any debt or other monetary liability or penalty, fine or payment or any damages, losses, costs, charges, outgoings, or expenses of whatever description.
"Related Body Corporate" has the meaning given to that term by section 9 of the Corporations Act.
**"SavvyWise Platform" **means the cloud based AI software platform provided by SavvyWise.
"SavvyWise Platform" means the cloud based AI software platform provided by SavvyWise.
"SavvyWise Website” means the URL www.savvywise.com.au (or any other domain or sub-domain used by SavvyWise from time-to-time).
"Services" means the provision of the SavvyWise Platform and the use of any third party social media and messaging sites, channels, pages, groups and forums.
"Term" means the period that you have access to the SavvyWise Platform.
"Terms of Use" means the terms of use which a User must agree to in order to use the SavvyWise Platform.
"Third Party Products" means services, products and/or Content provided by third parties.
2.2 Words and expressions
In this Agreement, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning
(c) reference to a party, clause, paragraph, schedule or annexure is a reference to a party, clause, paragraph, schedule or annexure to or of this Agreement;
(d) reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(e) reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
(f) words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
(g) reference to any legislation or to any provision of any legislation includes any modification or re-enactment of the legislation; any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and where relevant, corresponding legislation in any Australian State or Territory;
(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it; and
(i) the words "including", "for example", "such as" or other similar expressions (in any form) are not words of limitation.
ACCESS
3.1 Access
In consideration of the Client paying the agreed fees, SavvyWise grants to you non-exclusive and non-transferable access rights to use the SavvyWise Platform solely for the work that you do for the Client and solely for the Term, and on the terms and conditions set out in these Terms of Use.
3.2 Terms of Access
(a) Notwithstanding any other term of these Terms of Use, SavvyWise may (and hereby reserves the right to) suspend your access to the SavvyWise Platform if you commit a material breach of these Terms of Use.
(b) SavvyWise may suspend or limit access to the SavvyWise Platform from time to time for modification, upgrading or maintenance of the SavvyWise Platform, by providing the Client with reasonable notice.
3.3 Your obligations
You acknowledge and agree that you will:
(a) ensure that the SavvyWise Platform is used strictly in accordance with these Terms of Use and strictly in compliance with all applicable laws and regulations; and
(b) make every reasonable effort to prevent unauthorised access to the SavvyWise Platform.
3.4 Control of the SavvyWise Platform
You acknowledge and agree that you will not:
(a) use the SavvyWise Platform for any purpose other than for the purposes of the work that you do for the Client;
(b) use the SavvyWise Platform, other than as provided in these Terms of Use;
(c) make the SavvyWise Platform or its output available to any other person;
(d) access or attempt to access the source code of or the data in the SavvyWise Platform;
(e) copy, reverse engineer, adapt, decompile, vary or modify the SavvyWise Platform;
(f) use the SavvyWise Platform to create, train, or improve (directly or indirectly) a substantially similar product or service, including, without limitation any other content delivery or culture or personal improvement platform or service;
(g) use the SavvyWise Platform to undertake any activities in relation to any information or materials which breach any laws or regulations, infringe a third party's rights, or are contrary to any relevant standard or code;
(h) knowingly transmit to the SavvyWise Platform or use the SavvyWise Platform to transmit, any virus or other disabling feature;
(i) dispute SavvyWise's right to refuse you access to the SavvyWise Platform and will comply with any request given by SavvyWise in that regard; nor
(j) attempt any of the above acts or permit another person to do any of the above acts.
3.5 Availability of SavvyWise Platform
(a) You understand and acknowledge that the SavvyWise Platform is provided on an “as is” and “as available” basis. While SavvyWise will use reasonable endeavours to provide the SavvyWise Platform to you, you acknowledge that it may not be continuous or fault-free and may not be available at all times. Events which are outside SavvyWise’s reasonable control may also affect the SavvyWise Platform. The SavvyWise Platform may contain bugs, errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device, any of your devices and from peripherals (including without limitation, servers, computers, tablets and smart phones) connected to your device or to any of your devices.
(b) You assume all risks and costs associated with your use of the SavvyWise Platform and any internet access fees, including all data and roaming changes. In addition, SavvyWise is not obliged to, and may not provide you with any maintenance, technical or other support for the SavvyWise Platform.
CONTENT
4.1 Third Party Products
(a) You acknowledge and agree that the ongoing operation of the SavvyWise Platform is dependent on third-party services, such as but not limited to hosting services; email services; and analytics services.
(b) You understand that certain components or features of the SavvyWise Platform may include Third Party Products.
(c) You acknowledge and agree that SavvyWise is not responsible for the availability of any Third Party Products; does not endorse or warrant the accuracy of any Third Party Products; and shall in no way be liable for any loss or damage you incur or suffer, or allege to have incurred or suffered, either directly or indirectly, as a result of your use and/or reliance upon any Third Party Products.
4.2 Your use of the SavvyWise Platform
(a) You understand and agree that any data or insights that the SavvyWise Platform derives from the manner in which you use the SavvyWise Platform will be available to SavvyWise to provide you with access rights to the SavvyWise Platform; to use in order to provide you with insights that you may use in the conduct of your work; to fix any error in the SavvyWise Platform; to upgrade, develop or improve the SavvyWise Platform; or to fix, upgrade, develop or improve SavvyWise's other products or services, subject to the applicable provisions of any relevant legislation including, without limitation, privacy legislation.
(b) The SavvyWise Platform may provide links to other websites or apps. Those links are provided for convenience only and may not remain current or be maintained. SavvyWise is not responsible for the content or privacy practices associated with third party service providers, websites or apps.
4.3 Disclaimer
(a) SavvyWise makes no representations or warranties to you regarding the suitability, performance, merchantability or fitness for purpose or the results that you obtain by using the SavvyWise Platform.
(b) SavvyWise will not be liable if you are unable to use the SavvyWise Platform due to any incompatibility or fault or incorrect configuration of your equipment or an interference, network congestion or outages on the network connecting you with the SavvyWise Platform.
(c) SavvyWise will not be liable if any electronic communication regarding the SavvyWise Platform is not received by you for any reason, including if you fail to include the SavvyWise email address to your contact book and that email is then identified by your email service as spam or junk.
(d) You acknowledge and agree that SavvyWise does not control the transfer of data over communications facilities.
4.4 Exclusion of liability
To the maximum extent permitted by law, SavvyWise excludes liability for any consequential or indirect loss or damage (including by way of example, loss of profit, loss of opportunity, loss of goodwill, loss of business, damage to reputation, business interruption, loss or corruption of data and loss of privacy of communications) which may or does arise from your use of the SavvyWise Platform.
4.5 No Advice
(a) You unconditionally and irrevocably acknowledge and agree that SavvyWise is a software provider only; and unless otherwise expressly stated, SavvyWise is not, in Australia or any other jurisdiction in the world purporting to provide and the output of the SavvyWise Platform does not provide legal, accounting, tax, financial, compliance or other professional advice of any kind.
(b) All Content hosted or made available on or through the Services is provided:
(1) for general information purposes only, and does not constitute Advice of any kind (legal, compliance, financial, or otherwise; and
(2) without any regard whatsoever to the personal legal, compliance, financial, or other circumstances of any person.
(c) All statements, representations, estimations, projections, or forecasts made in or through the Services by SavvyWise or any other person (whether relating to the present or the future) are expressions of opinion only, and do not necessarily represent SavvyWise’s opinion or have SavvyWise’s endorsement.
(d) Before acting on, or relying upon, any Content hosted or made available on or through the Services, you:
(1) must undertake your own investigations and enquiries;
(2) must form your own professional view based on your own knowledge, experience and skills or otherwise seek independent legal, accounting, tax, financial, compliance, business, technical and other professional Advice from appropriately qualified professional advisors;
(3) are solely responsible for your own professional, legal, financial, and other decisions and any results, consequences, or outcomes experienced by you or any third party (such as a client) arising from your use of the Services;
(4) are solely responsible for complying with all applicable laws and professional standards and regulations; and
(5) to the extent that the Services assist you to comply with your professional obligations, any such assistance is a suggestion only and SavvyWise make no statements or representations, and gives no warranties or guarantees to you that you may fully comply with your professional obligations solely by using the Services..
(e) Artificial Intelligence technologies are rapidly evolving and subject to constant change and refinement. The body of content which the SavvyWise Platform references (such as legislation and case law) is also in a state of constant change. Although SavvyWise is working to minimise such occurrences, SavvyWise does not guarantee that the SavvyWise Platform or the Services will not make errors or experience so-called ‘hallucinations’ whereby system outputs (such as references to legislation or case law) are factually inaccurate. Currently, this is a well-known trade-off within the information technology industry, where producitivity is enhanced at the cost of the risk of errors. SavvyWise is working towards reducing the rate of errors over time. To that end, you acknowledge and agree that you will be responsible for verifying the accuracy and validity of any outputs of the SavvyWise Platform. SavvyWise accepts no liability for any Loss suffered by you or any other person to the extent that you fail to do so.
(f) SavvyWise makes no representations or warranties regarding the suitability, performance, merchantability or fitness for purpose or the results that you may obtain by using the SavvyWise Platform.
INTELLECTUAL PROPERTY
5.1 Intellectual Property rights
You acknowledge and agree that:
(a) SavvyWise(or its affiliates) owns or licences all of the Intellectual Property Rights in the SavvyWise Platform, the systems, processes, content and background technology used to provide the SavvyWise Platform and any data, information or materials related to or arising from your use of the SavvyWise Platform;
(b) nothing in these Terms of Use gives you any proprietary right to the SavvyWise Platform and its associated Intellectual Property Rights; and
(c) all Intellectual Property Rights created by your use of the SavvyWise Platform or otherwise in connection with these Terms of Use (other than with respect to any data input by you into the SavvyWise Platform) will vest and be owned by SavvyWise (and you hereby assign to SavvyWise all such existing and future Intellectual Property Rights).
CONFIDENTIALITY
6.1 SavvyWise’s use of Confidential Information
SavvyWise may use any information that you provide when responding to the SavvyWise Platform to provide you with access rights; to fix any error in the SavvyWise Platform; to upgrade, develop or improve the SavvyWise Platform; or to fix, upgrade, develop or improve SavvyWise’s other products or services, and SavvyWise may disclose any such information to any third party engaged by SavvyWise for one of more of those purposes. SavvyWise will use its reasonable efforts to ensure that such third party complies with obligations of confidence similar to those required by this clause 6.
6.2 Your use of Confidential Information
You must keep SavvyWise’s Confidential Information confidential and must not disclose this information to any person except with the prior written consent of SavvyWise; to the extent required by law; or to any of your advisers who have a need to know the Confidential Information, but only to the extent they have a need to know; and before disclosure, are directed by you to keep the Confidential Information confidential.
6.3 Acknowledgment
You acknowledge and agree that:
(a) SavvyWise may suffer commercial or other loss and damage if its Confidential Information is used by any third party, or disclosed or made available to any third party by you other than in accordance with these Terms of Use;
(b) damages may be an inadequate remedy to protect SavvyWise’s interests if you breach the provisions of this clause 6; and
(c) SavvyWise is entitled to seek and obtain injunctive relief or any other remedy, in any court, against you for breach of this clause 6.
PRIVACY
7.1 Privacy Policy
(a) SavvyWise maintains a privacy policy in compliance with the provisions of the Privacy Act *1989 *(Cth) for data that it collects about you (“Privacy Policy”).
(b) By using the SavvyWise Platform:
(1) you consent and agree to the collection, processing and use of personal data about you and information about you from the manner in which you use or respond to or fail to respond to the SavvyWise Platform which SavvyWise will use in accordance with the Privacy Policy, which is incorporated into, and forms an integral part of these Terms of Use; and
(2) you acknowledge that you accept and agree to be bound by the terms of the Privacy Policy.
(c) You acknowledge that you have read and understood Privacy Policy and agree that all personal information collected by SavvyWise is subject to the Privacy Policy.
7.2 Location data and cookies
The SavvyWise Platform may use location data and cookies to improve your experience while using the SavvyWise Platform, which also send browsing information back to SavvyWise Platform. By continuing to use the SavvyWise Platform, you consent to the use of location data and cookies.
FORCE MAJEURE
SavvyWise is not liable for any failure to perform or delay in performing its obligations under these Terms of Use if that failure is due to anything beyond SavvyWise’s reasonable control.
TERMINATION
9.1 Termination
Your use of the SavvyWise Platform will terminate with immediate effect:
(a) if the agreement between SavvyWise and the Client is terminated for any reason; or
(b) if the Client terminates your access to the SavvyWise Platform.
GENERAL
10.1 Assignment
You must not assign, transfer, or otherwise deal with your rights to use the SavvyWise Platform without the prior written consent of SavvyWise.
10.2 Severability
Part or all of any provision of these Terms of Use that is illegal or unenforceable will be severed from these Terms of Use will not affect the continued operation of the remaining provisions of these Terms of Use.
10.3 Governing law and jurisdiction
These Terms of Use will be governed by and construed in accordance with the laws in force in the State of Western Australia and the Federal Court of Australia and the courts of appeal from those courts and each party submits to the exclusive jurisdiction of those courts.