If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the full legal authority to bind that company or entity to this Agreement, in which case references to "you" and "your" are references to that company or entity.
In this Agreement, unless the context otherwise requires:
Lookup means each time address information for a particular address is returned or verified via the Service. However, this does not include any snippets of information that are returned during the search process. Also, to be clear, where address information is returned for more than one address, a Lookup is counted for each address.
Data Terms means the terms that are referred to at the end of this Agreement in the “Data Terms” section or that we otherwise notify you of from time to time as being “Data Terms”. The Data Terms form part of this Agreement.
Extra Lookups means the number of Address Lookups used after all of the plans allocated lookups have been used. These are only a feature of Monthly Paid Plans.
Your Plan means your then current Addressfinder plan, as detailed in the Portal.
Our Related Parties means Abletech Limited (NZ Company Number 3008740), our and Abletech Limited’s related bodies corporate (as that term is defined in s.50 of the Corporations Act 2001 (Cth)) and our suppliers, contractors, directors, employees and agents.
Portal means the portal available at https://portal.addressfinder.iohttps://portal.addressfinder.io.
Services means the following (as may be changed or updated by us from time to time): the services provided via https://addressfinder.com.au, https://api.addressfinder.io and https://portal.addressfinder.io, the address and location related data that is returned to you via those services and any related documentation that we may provide or make available to you.
Subscription Term means, except where ended earlier under this Agreement, the initial term of Your Plan and each subsequent renewal term arising in accordance with this Agreement (if any). The Subscription Term is typically monthly or annual depending on Your Plan.
2. Our commitment to you
When we provide the Services to you we will endeavour to:
- update on a quarterly basis the underlying data set we use to provide the Services;
- respond in a timely manner to any email requests for assistance in relation to the Services;
- maintain our systems with a view to enabling the APIs for the Services to be available for at least 99% of each calendar month;
- schedule any planned maintenance between 4am and 6am on a Sunday morning (or such other period that we have given you prior notice of); and
- provide at least one month’s notice before we make any material change to the Services that we consider could potentially cause a material disruption in the use of the Services by all of our customers.
Some of the data returned to you via the Services is subject to Data Terms, which form part of this Agreement. The Data Terms include a number of important provisions, including provisions that limit what you can and can’t do with the data returned to you and that also require to you to provide an indemnity. You agree to comply with all Data Terms. Where there is any conflict between any Data Terms and this Agreement, the Data Terms will take priority in respect of the data they apply to (but not anything else). However, in no circumstances does this limit or prejudice clauses 12 (Disclaimers), 13 (Ending the Services and this Agreement) and 14 (Liability) nor any of our rights or remedies under this Agreement.No other rights are granted
4. Your Subscription TermYour Subscription Term will be aligned to expire at the end of a calendar month
Because of the way our reporting and other systems are set up, Subscription Terms are aligned with calendar months so that the expiry date of each Subscription Term will always occur on the last day of a calendar month, regardless of the start date of the Subscription Term. As a result, the initial term of your Subscription Term will be rounded up (in the case of an initial annual term) or down (in the case of an initial monthly term) so that it expires on the last day of a calendar month. For example:
- for a monthly Subscription Term that is selected on 15 June 2016, the initial monthly term will start on 01 Jun 2016 and expire on 30 June 2016; and
- for an annual Subscription Term that is selected on 15 June 2016, the initial annual term will start on 15 Jun 2016 and expire on 30 June 2017.
The rounding of the initial term does not reduce the amount of Lookups you receive (you still receive the full amount of Lookups from the start of the initial term) or change the monthly or annual charge for the initial term.Automatic renewals
When your Subscription Term reaches its expiry date it will automatically renew by one month (in the case of a monthly plan) or 12 months (in the case of an annual plan), unless you have downgraded to a Free plan or notified us in writing that you do not wish to auto-renew. If Your Plan has an annual Subscription Term it will also automatically renew in the circumstances set out in clause 5 (Exceeding the permitted Lookups) below. Whenever Your Plan is renewed, including under clause 5 below, you renew onto the then current version and fees for that plan described on https://addressfinder.com.au at the time of renewal or (if we have implemented a custom plan for you) onto the plan described in our notice to you of the custom plan we have agreed with you.
5. Exceeding the permitted LookupsFree plans
If Your Plan is a free plan and you exceed the permitted Lookups for your Subscription Term, then we may restrict or stop your use of the Services or choose to exercise the rights set out in clause 13 (Ending the Services and this Agreement).Monthly paid plans
If Your Plan is a monthly paid plan and you exceed the permitted Lookups for your Subscription Term, then you will be charged for any extra lookups at the then current rate per Lookup described on https://addressfinder.com.au or in the Portal.
Annual paid plans
If Your Plan is an annual paid plan and you exceed the permitted Lookups for your Subscription Term, then Your Plan will automatically renew onto a new plan (with a new 12 month Subscription Term) such that the initial term for that new plan will be the date that you first exceed the permitted number of Lookups for Your Plan. We will provide you with advance notice before this happens, including notice of the new plan that you will automatically renew onto if you exceed the permitted number of Lookups (Replacement Plan). We usually provide this notice soon after you have reached 80% and 95% of the permitted number of Lookups for Your Plan. The Replacement Plan will be the plan that we determine most closely corresponds to the plan you were on.
You can avoid automatically renewing onto a Replacement Plan prior the end of your term’s end date by:
- Not exceeding the permitted number of Address Lookups of your Subscription Term.
You can avoid automatically renewing onto a Replacement Plan at the end of your term’s end date by:
- Downgrading to a free plan
- Notifying us in writing that you do not wish to auto-renew
- Notifying us in writing that you want to terminate/disable your plan (this can be done immediately or at a date specified by you)
In some cases, instead of automatically renewing you onto a Replacement Plan as detailed above we may, in our sole discretion, upgrade Your Plan and clause 6 (Upgrading or downgrading Your Plan) will apply as if you had upgraded yourself. If we expect to upgrade you in this way we will give you the same sort of notice you would get with a Replacement Plan. You can also choose to avoid this upgrade by taking any of the steps set out in the three bullet points above.
6. Upgrading or downgrading Your PlanWhat are my upgrade and downgrade options?
You may upgrade or downgrade Your Plan at any time in the Portal where those options are made available to you. If an option is not available please contact us as we may consider implementing a custom plan for you. No refunds are provided in relation to your previous plan, regardless of when you upgrade or downgrade.
The applicable description of the upgraded or downgraded plan is the version found on https://addressfinder.com.au at the time of the upgrade or downgrade. However, if we have implemented a custom plan for you then the plan will be as described in our notice to you of the custom plan we have agreed with you.What happens when I upgrade to a plan with a different Subscription Term?
If you upgrade Your Plan from a Free plan to an Annual plan you will start the new plan (with a new 12 month Subscription Term) such that the initial term for that plan starts on the date you upgrade.
If you upgrade Your Plan from a Monthly paid plan to an Annual plan you will start the new plan (with a new 12 month Subscription Term) such that the initial term for that plan starts on the first day of the following month.
If you upgrade Your Plan from an Annual plan to a Monthly plan or Free plan you will start the new plan (with a new 1 month Subscription Term) such that the initial term for that plan starts on the first day following the end of your current plan.
What happens when I upgrade to a plan with the same Subscription Term?
If you upgrade Your Plan from a Monthly plan to a Monthly plan with more Lookups, your current Subscription Term remains in place and you will be charged the price of the upgraded plan regardless of the number of remaining days in your Subscription Term. However, if you have already paid the price of your current Plan then we will subtract that amount from the price of the upgraded plan.
If you upgrade Your plan from an Annual Plan to an Annual Plan, the terms of Your Plan remain the same until either the end date of Your Plan is met or you have used up 100% of the Address Lookups associated with Your Plan. At this stage Your Plan will be upgraded to the new Annual Plan with the new 12 month subscription term.What happens when I downgrade?
If you downgrade Your Plan, your current plan remains in effect until the end of the current Subscription Term, at which point you will renew onto the downgraded plan. No refunds are provided when you downgrade Your Plan.
7. Changes to this Agreement
We may from time to time make changes to this Agreement. We will notify you of any changes to this Agreement by either emailing you or by displaying that notice as part of the Services (for example, in the Portal). Any changes to this Agreement will take effect on the date specified in that notice.
8. Your access to the APIs
9. Your responsibilities
Your Plan may require that you display a statement as part of your use of the Services (for example, by providing that search results returned via the Services display “powered by AddressFinder”). You must ensure that any such statement or logo is displayed solely in the manner required by us from time to time and that you do not do anything to remove, obscure or alter that statement.
11. FeesPaying our fees
You will pay all fees related to Your Plan in the way specified by us on https://addressfinder.com.au. Except where stated otherwise in clauses 7 (Change to this Agreement) and 13 (Ending the Services and this Agreement) all our fees are non-refundable. The fees are exclusive of all taxes and duties (including GST, if any), which are payable by you. Our fixed monthly or annual subscription fees are normally charged monthly or annually in advance (as applicable), while usage based fees (such as any overage fees in relation to a monthly plan) are normally charged in arrears.Paying by credit card
If you are paying by credit card under Your Plan, you authorise us to charge your credit card or bank account for all fees payable under this Agreement.Paying by invoice
If you are paying by invoice (if permitted by Your Plan), you must pay our invoices by the 20th of the month following the date of the invoice, without withholding, deduction or set-off of any kind. If you do not pay by the due date you will, if requested by us, pay: (a) interest, at the rate of 2% above the overdraft interest rate charged by our primary bank, on the amount due from the due date for payment until full payment has been made; and (b) all expenses (including legal costs on a solicitor-client basis) incurred by anyone in the recovery of any monies that you owe to us.Changing the fees
Certain legislation may imply warranties or conditions, impose obligations or give statutory guarantees (together, Statutory Provisions) which cannot be excluded, restricted or modified except to a limited extent. The Agreement must be read subject to the Statutory Provisions. If the Statutory Provisions apply, notwithstanding any other provision of the Agreement, to the extent to which we are entitled to do so, we limit our liability in respect of any claim to:
- in the case of goods, at our option:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or acquiring equivalent goods; or
- the payment of having the goods repaired; and
- in the case of services, at our option:
- the supply of the services again; or
- the payment of the cost of having the services supplied again.
13. Ending the Services and this Agreement
Either you or us may end this Agreement at any time for any reason by giving the other notice which, if Your Plan is an annual plan, must be given at least 30 days beforehand. If Your Plan is a paid plan and we end the Agreement for any reason other than those set out below, then we will provide you with a pro-rata refund of any fees you have paid for your then current Subscription Term, from the date the Agreement ends until the scheduled expiry date of that Subscription Term. We only have to provide this refund if you request it in writing within 60 days of the date the Agreement ends.
Ending this Agreement or any of the Services does not affect:
- clauses 10 (Ownership), 12 (Disclaimers), 13 (Ending the Services and this Agreement), 14 (Liability) and 15 (General), which will continue to operate;
- the provisions of any Data Terms that expressly, or by their nature, survive the ending or termination of this agreement or any services; or
- any rights or remedies that have accrued beforehand.
To the maximum extent permitted by law, we and Our Related Parties will not be liable to you or any third party for any loss or damage to data, breach of security, loss of profit, revenue, opportunity or saving, or any incidental, indirect, special or consequential loss or damage.
To the maximum extent permitted by law, the total aggregate liability of us and Our Related Parties (together) to you under or in connection with this Agreement or its subject matter is limited to the greater of the total fees paid by you for the Services in the first 12 months of this Agreement or $100.
The limitation of liability above, and any exclusions or disclaimers of liability in this Agreement, shall apply however liability arises, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise.
In this Agreement, unless the context otherwise requires, words in the singular include the plural and vice versa; any examples in this Agreement, and references to "including", “for example” and similar words, are illustrative only and do not imply any limitations; any reference to a party includes that party’s successors and permitted assigns; and clause and other headings are for ease of reading only and do not affect the interpretation of this Agreement.
We may from time to time provide you with an updated URL to replace any URL referred to in this Agreement.
Each of our rights and remedies under this Agreement are cumulative and do not limit any other rights or remedies provided under this Agreement or at law.
We will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to perform any of your obligations.
You may only transfer or assign any of your rights or obligations under this Agreement with our prior written consent. We may at any time subcontract, transfer or assign all or any part of our rights or obligations under this Agreement.
This Agreement constitutes the entire agreement and understanding between you and us in respect to its subject matter and replaces all previous agreements, understandings and representations relating to that subject matter and any additional or different terms that you may provide to us (including on any purchase orders).
Except for any changes to the Agreement that we make under clause 7 (Changes to this Agreement), this Agreement may only be changed by a written amendment that has been signed by one of your authorised representatives and one of our authorised representatives.
Anything we need to notify or tell you under this Agreement may be sent to you by: (a) email or post to the address you have provided for us when signing up to the Services; or (b) displaying that notice as part of the Services (for example, in the Portal). Anything you need to notify or tell us under this Agreement must be in writing and sent to firstname.lastname@example.org or Abletech Pty Limited (care of Abletech Limited), PO Box 25346, Featherston Street, Wellington 6146, New Zealand (attention AddressFinder). Any notice sent by any of the means set out above will be deemed to have been received three days after it was sent unless the sender has been notified to the contrary (for example, by receiving notice of failure or delay in the delivery of an email).
Any waiver of any part of this Agreement must be in writing and signed by one of our authorised representatives. Any delay or failure by us to exercise any right does not prevent us from exercising that right, or any other right, on that or any other occasion.
If any provision of this Agreement is held to be illegal, invalid or unenforceable it shall be deemed to be deleted from this Agreement without affecting the legality, validity or enforceability of the remaining provisions.
This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
The data returned via the Services includes data from the following data sets that are also subject to the corresponding Data Terms detailed below (and any additional or replacement terms that we may notify you of from time to time):
|Data set||Data Terms|
In these Data Terms:
The following terms apply in addition to those set out in this Agreement:
This indemnity survives the expiration, termination or ending of the Agreement.