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AIA EAP Terms & Conditions

The AIA EAP materially implements the underlying methodology for the Greenhouse Accounting Frameworks (GAF) for Australian Primary Industries environmental calculator for the version on public release as at 31 May 2024. 

 

1. Governing Document

1.1 Terms

(a) The terms of this document govern the relationship between a user of the Platform (you) and Agricultural Innovation Australia Limited ABN 96 644 777 293 (AIA).

 

(b) Your entitlement to access and use the Platform is conditional upon you agreeing to the terms set out in this document. The Platform is offered for access and use by you on the condition that you read and accept this document and agree to be bound by its terms.

 

(c) By using or accessing the Platform, you are considered to have accepted the terms set out in this document. If you do not agree with or otherwise do not wish to accept the terms set out in this document, do not use or access the Platform.

 

1.2 Application of this document

(a) If you are acting on behalf of an entity or organisation, or in your role as the Personnel of an entity or organisation, your entitlement to use the Platform is conditional on you ensuring that the entity or organisation agrees to be bound by the terms of this document and that you are authorised to bind the entity or organisation.

 

(b) If you are a minor, you must seek your parent or guardian's permission before using or accessing the Platform. Your entitlement to use the Platform is conditional on you ensuring that your parent or guardian has read and agrees to be bound by the terms of this document.

 

(c) Unless the context requires otherwise, a reference to you in this document is also a reference to your entity or organisation or your parent or guardian (as applicable).

 

1.3 Disclaimers

(a) You acknowledge and agree that, unless expressly specified or otherwise required by Law:

  1. AIA will use any Submitted Data in accordance with the terms in this document;

  2. you are responsible for keeping a copy or backup of the Submitted Data and the Output;

  3. AIA may not be able return the Submitted Data to you; and

  4. unless AIA agrees to save an Output, AIA will only provide you with an Output once after each use of the Platform, and if you require another copy of the Output, you will need to use the Platform to regenerate another Output.

 

(b) To the fullest extent permitted by Law, by using the Platform you acknowledge and agree that AIA does not represent, warrant or guarantee that:

  1. the Outputs are fit for any particular use or purpose or can be solely relied on by you or a third party;

  2. the underlying methodology used to calculate the Outputs is accurate, will remain the same or will meet your requirements or the requirements of any user of the Output;

  3. the Platform will be free of all errors; and

  4. the Platform will be available, accessible and able to be used at any given time, or for any given period.

 

(c) Unless required by Law or otherwise specified in this document or agreed between you and AIA pursuant to a separate written agreement, AIA will not be obliged to provide you support in respect of the Platform, whether by providing advice, training, error-correction, modifications, updates (including the Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to your use of the Platform.

 

2. Access to the Platform

2.1 Access and User Account

(a) AIA agrees to provide you with access to the Platform provided that you register an Account and only access and use the Platform for the Permitted Purpose and in accordance with the terms of this document.

 

(b) Your Account must only be used by you and you must ensure that:

  1. if you register an Account on behalf of an entity or business, you are authorised to do so;

  2. you do not register multiple Accounts; or

  3. you do not allow other people (including a person from the entity or organisation you are acting on behalf of) to use the same Account.

 

(c) You are responsible for protecting the confidentiality of the access credentials for the Account and you must not provide your access credentials to a third-party.

 

(d) You acknowledge and agree that you will be responsible for any activities engaged in using your Account (whether or not access is authorised by you) if you do not take reasonable steps to protect the confidentiality of your access credentials or prevent unauthorised access to the Account.

 

(e) AIA reserves the right to terminate the Account at any time if you breach the terms of this document and if your account is terminated by AIA due to your breach, you must not create another Account or otherwise use the Platform through a third party's account.

 

2.2 Submitted Data

(a) By providing AIA with Submitted Data, you confirm that you understand that the Submitted Data will be collected, used and disclosed by AIA in accordance with the terms in this document and AIA's Privacy Policy.

 

(b) AIA will use the Submitted Data to provide the Outputs, derive the Aggregated Data and calculate the environmental impact and produce reports and insights for the relevant farm and farming business.

 

(c) Submitted Data provided to AIA will be aggregated with other data maintained by AIA, removing your account details, such as your name and contact information.

 

(d) AIA will retain Aggregated Data, including after termination of your access to or use of the Platform.

 

(e) You acknowledge and agree that:

  1. on aggregation, the data which forms part of Aggregated Data ceases to be Submitted Data or Outputs for the purposes of these terms;

  2. depending on the nature of the Submitted Data provided, the Aggregated Data may include certain information such as location information, which may constitute Personal Information;

  3. while you may request that Submitted Data is deleted from your Account and AIA will comply with such a request, AIA may retain the Aggregated Data; and

  4. AIA will not be able to provide you with data relating to your farm or farming business which is part of the Aggregated Data.

 

(f) By providing the Submitted Data, you acknowledge and agree that AIA and AIA's Personnel will use the Aggregated Data:

  1. as part of the Platform and for the purposes of making the Platform available to users; and

  2. to improve the usefulness of the Platform, including improving algorithms, developing insights to be used to support future investment and benchmarking.

 

(g) If you opt in or otherwise agree through your Account to research data sharing, you agree:

  1. AIA may share the Aggregated Data with third parties for research purposes; and

  2. you may opt out of research data sharing at any time, however, any such opt out applies only to Aggregated Data created from Submitted Data that is submitted to the Platform on or after the date on which you opted out, and AIA is unable to retrieve any Aggregated Data which has already been shared.

 

(h) You grant AIA a worldwide, royalty-free, fee-free, irrevocable, perpetual, sub-licensable licence to use, reproduce, modify, communicate and otherwise deal with the Submitted Data and the Aggregated Data as contemplated by these terms.

 

2.3 Updates

(a) You acknowledge and agree that:

  1. the Platform will automatically include all Updates and a previous version of the Platform will not be accessible;

  2. AIA is under no obligation to provide any Updates, including based on any feedback or suggestions provided to AIA by you; and

  3. Updates may: (A) add, remove, modify or otherwise alter features of the Platform; (B) result in previous functionality being unavailable; and (C) result in additional data requirements and may produce different results.

 

(b) If you no longer wish to use or access the Platform after an Update, you may terminate this document in accordance with clause 6.2. (c) If you provide AIA with feedback or suggestions about the Platform or in relation to this document:

  1. you assign all Intellectual Property in such feedback or suggestions to AIA; and

  2. any Updates made as a result of such feedback or suggestions will be owned by AIA as set out in clause 5.2.

 

3. Your Obligations

3.1 Use of Platform

You will:

(a) only use the Platform for the Permitted Purpose;

(b) not allow third parties to access the Platform through your Account;

(c) take reasonable precautions to protect your Device from unauthorised access, including implementing appropriate security safeguards;

(d) use the Platform in accordance with any instructions notified to you by AIA;

(e) not reverse engineer or modify the Platform, including not:

  1. copying or reproducing the Platform or any part of it by any means or in any form;

  2. modifying or altering the Platform or any part of it;

  3. reverse assembling or reverse compiling or directly or indirectly allowing or causing a third party to reverse assemble or reverse compile the whole or any part of the Platform;

  4. not alter, change, remove or obscure any notices or other indications regarding the ownership of the Platform; and

  5. not introduce Harmful Code into the Platform.

 

3.2 Unacceptable use of Platform

(a) You agree not to use or permit use of the Platform in any way that may:

  1. contravene any person’s rights (including Intellectual Property rights);

  2. contravene, or cause AIA to contravene, any Laws; or

  3. be otherwise of a kind that AIA has notified to you that it considers, on reasonable grounds, to be unacceptable.

 

(b) Without limiting any other right that AIA may have under this document, you agree that AIA may remove or disable access to the Platform in the event that you do not comply with clause 3.1 or 3.2.

 

(c) You will notify AIA immediately of any actual or suspected breach of clause 3.1 or 3.2 and provide any details reasonably requested by AIA.

 

(d) To facilitate AIA's contributions to policy and planning in the agricultural industry through its analysis of Aggregated Data, Submitted Data must genuinely reflect a real farm or farm business. You will ensure that, to the best of your actual knowledge, the Submitted Data is accurate and reflective of the relevant farm or farming business and will not otherwise cause Outputs to be misleading or misrepresentative.

 

3.3 Notification and assistance

(a) You will notify AIA as soon as practicable if you become aware of or reasonably suspect:

  1. infringement or likely or possible infringement of the Platform;

  2. assertion or claim that the Platform infringes the Intellectual Property rights of any third party;

  3. unauthorised access to the Account or your systems which is likely to cause unauthorised access to the Platform or systems or data maintained by AIA; or

  4. unauthorised access to or use of the Platform or any other systems or data maintained by AIA.

 

(b) You will use reasonable efforts to provide any assistance that AIA may reasonably request to investigate or respond to such claims.

3.4 Third party requirements

(a) Access to and use of the Platform may require use of a Third Party System (including internet access) and the Platform itself uses or incorporates certain Third Party Systems.

 

(b) You acknowledge and agree that:

  1. you are required to comply with all relevant terms and conditions for your Third Party Systems; and

  2. AIA is not responsible for:
    (A) procuring any Third Party Systems on your behalf;
    (B) the costs of Third Party Systems required for access to or use of the Platform by you; or
    (C) the activities of any third party provider of a Third Party System and is not liable for the third party's actions.

 

4. Privacy and Data

4.1 Privacy

AIA will deal with your Personal Information as set out in this document and in accordance with AIA's Privacy Policy.

 

4.2 Data security

(a) Submitted Data will be stored by AIA in data centres physically located in Australia.

 

(b) You must ensure that all Submitted Data uploaded to the Platform or provided to AIA:

  1. is only provided after any required permissions have been obtained; and

  2. such upload or provision of the Submitted Data does not otherwise create any reasonably foreseeable risk to you or your organisation.

 

(c) You acknowledge and agree:

  1. no data transmission over the internet can be guaranteed as totally secure;

  2. although AIA strives to protect such information, it does not warrant and cannot ensure the security of any information transmitted to it by you or on your behalf; and

  3. any information transmitted to AIA, including the Submitted Data, is transmitted at the risk of the sender.

 

(d) Once AIA receives Submitted Data, it will take reasonable steps to preserve the security of such information.

 

4.3 Farm Data

(a) If you are a farmer or are using this platform on behalf of a farming business, you should be aware that the Submitted Data may include Farm Data about the farming business, including:

  1. information about the geographical location and the physical area of the farm;

  2. industry and type of farming activities undertaken on the farm; and

  3. yield;

  4. farming practices;

  5. inputs; and

  6. carbon footprinting information.

 

(b) Except as required by Law, AIA will only provide the Outputs to you or, at your direction, a third party.

 

(c) To the extent that the Submitted Data contains Farm Data, AIA will:

  1. only retain the Farm Data for the purposes and uses set out in this document;

  2. use reasonable endeavours to notify you if the Farm Data has been subject of a data breach; and

  3. not disclose the Farm Data to third parties unless permitted under this document or by Law, unless you provide consent.

 

5. Ownership

5.1 Ownership

Each party acknowledges and agrees that this document does not have the effect of transferring ownership of:

(a) the Platform and all Intellectual Property rights in the Platform to you; or

(b) the Submitted Data and all Intellectual Property rights in the Submitted Data to AIA.

 

5.2 Updates

(a) You agree that ownership of the Platform, Aggregated Data and any Updates to the Platform (including all Intellectual Property rights therein), automatically vest in AIA immediately upon creation, without the need for any further formality or documentation and will be that AIA's property in perpetuity, throughout the world, free of any claim whatsoever.

 

(b) Any rights that you may otherwise possess in the Platform, Aggregated Data and Updates to the Platform (including all Intellectual Property rights therein) will be deemed automatically assigned and transferred by you to AIA by this document. Each party agrees to execute any documents reasonably necessary to confirm this fact.

 

6. Term and termination

6.1 Term

This document commences when you first use the Platform and continues until your Account is removed in accordance with this clause 6.2.

 

6.2 Termination

(a) You may delete your account at any time through the Platform. (b) AIA may immediately delete your account by written notice to your nominated email address if:

  1. your Account does not show any activity for a period of at least 18 months and, after AIA gives you at least 14 days' notice it will delete your Account, your Account remains inactive;

  2. you have committed a material breach of this document which is not capable of remedy; or

  3. you have committed a breach of this document and have failed to remedy that breach within 14 days' of AIA notifying you of the breach.

 

6.3 Consequences of termination

(a) On termination of this document:

  1. AIA will permanently delete your Account;

  2. you will immediately cease using the Platform and will not access the Platform, including through another account; and

  3. any Submitted Data, will be deleted.

  4. Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination or expiry of this document, clauses 2.1(d), 2.2, 4, 5, 7, 8, 9.8, 9.9 and this clause 6.3 survive the termination or expiry of this document.

 

7. Confidentiality

7.1 Confidentiality obligations

Subject to this document, each party must during and after expiry or termination of this document:

 

(a) keep the Confidential Information of the other party confidential and protect it from unauthorised access or disclosure;

 

(b) use and disclose the Confidential Information of the other party only as contemplated by this document; and

 

(c) prior to the disclosure to any person of any Confidential Information of another party, ensure that the person is bound by obligations of confidentiality in substantially the same terms as this clause 7.

7.2 Exclusions

The obligations of confidentiality under this document do not apply to any Confidential Information which:

 

(a) was in the recipient’s possession at the time of disclosure to the recipient and was not acquired in breach of an obligation of confidence or under an obligation of confidence;

(b) is in the public domain;

(c) is acquired from a third party, provided that it is not acquired by the third party unlawfully or in breach of an obligation of confidence; or

 

(d) is required to be disclosed by Law or to a regulatory body, provided that the receiving party makes reasonable efforts to notify the disclosing party of the impending disclosure in time for the disclosing party to oppose the disclosure.

8. Risk

8.1 Non-excludable Terms

Despite anything else in this document, AIA acknowledges that some Laws may, including the Australian Consumer Law set out as Schedule 2 to the Competition and Consumer Act 2010 (Cth), imply particular non-excludable guarantees, warranties and conditions into particular agreements for the supply of goods and services, which cannot be excluded, restricted or modified (Non-Excludable Terms). It is agreed by the parties that:

 

(a) AIA does not exclude, restrict or modify any of the Non-Excludable Terms;

 

(b) nothing in this clause or this document is intended to exclude, or is to be interpreted as excluding, any Non-Excludable Term that cannot lawfully be excluded or disclaimed by AIA; and

(c) nothing in this document limits any remedies which may be available to you at Law and which cannot lawfully be excluded by AIA, including in respect of any breach of a Non-Excludable Term which may be applicable.

8.2 Limitation of liability

(a) To the fullest extent permitted by Law, the total liability of AIA to you in respect of all Claims made by you under or in connection with this document (whether arising out of breach of contract, negligence or any other tort, under statute or otherwise) will not in aggregate exceed $1,000.

(b) Notwithstanding anything else to the contrary in this document, to the extent AIA is unable to fully exclude its liability pursuant to applicable Law, and to the extent that it is entitled to do so, AIA's liability to you for a breach of any of the Non-Excludable Terms is limited to any one of the following, at the option of AIA:

  1. in the case of goods - replacement of the goods or the supply of equivalent goods; repair of the goods; payment of the cost of replacing the goods or acquiring equivalent goods or payment of the costs of having the goods repaired; and

  2. in the case of services - the supply of the services again or payment of the cost of having the services supplied again.

 

9. General

9.1 Relationship of the parties

(a) Nothing in this document creates an agency, partnership, joint venture or employment relationship between AIA and you or any of their respective Personnel.

 

(b) Neither you nor any person acting on behalf of you may hold itself out as being entitled to contract or accept payment in the name of or on account of AIA.

9.2 Notices

(a) A notice under this document must be in writing and may be given to the addressee by sending it by electronic mail to the last notified email address of the addressee, and the notice will be deemed to have been received by the addressee on receipt.

(b) An email is deemed to have been received at the time of receipt, as defined in the Electronic Transactions Act 2000 (Cth).

 

9.3 Amendment

(a) AIA may, acting reasonably, amend this document by notifying you in writing, including by notifying you when you use the Platform.

 

(b) AIA will use reasonable endeavours to provide you with prior written notice of any changes to the treatment of your Farm Data under this document.

 

9.4 Assignment

The parties may assign or transfer any right or obligation under this document with the prior written consent of the other party.

 

9.5 Waiver

(a) A party may not rely on the words or conduct (including a delay in the exercise, a non exercise or a partial exercise of a right) of any other party as a waiver of any right arising under or in connection with this document (including a right to rely on this clause) unless the waiver is in writing and signed by the party granting the waiver.

 

(b) In clause 9.5(a) the term 'waiver' is intended to include an election between rights and remedies as well as conduct which might otherwise give rise to an estoppel.

 

(c) A waiver is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

 

9.6 Entire document

This document embodies the entire understanding and agreement between the parties as to its subject matter.

 

9.7 Further Assurances

Each party must promptly execute all documents and do all things that the other party from time to time reasonably requests to effect, perfect or complete this document and all transactions incidental to it.

 

9.8 Governing Law and Jurisdiction

(a) This document is governed by and must be construed in accordance with the laws of New South Wales.

 

(b) Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and all courts which have jurisdiction to hear appeals from those courts and waives any right to object to proceedings being brought in those courts for any reason.

 

9.9 Severance

(a) If a provision in this document is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that provision or part must, to that extent, be treated as deleted from this document for the purposes of that jurisdiction.

 

(b) This does not affect the validity or enforceability of the remainder of the provision or any other provision of this document.

10. Contact details

In the event that you need to contact AIA regarding this document or the Platform, please use the following details:

Agricultural Innovation Australia Limited

ABN 96 644 777 293 

PO Box 400 Seaforth NSW 2092

info@aiaplatform.com.au

 

11. Definitions and interpretation

11.1 Definitions In this document:

Account means your AIA account used to access the Platform.

 

Aggregated Data means: (a) data generated through the aggregation of Submitted Data and Outputs with other data maintained by AIA as contemplated by clause 2.2(c); and (b) any data sets, calculations or insights derived from use of Aggregated Data.

 

Claim means any action, claim, proceeding or demand made by any third party whether referable to events or circumstances which have already occurred or which may occur in the future.

 

Confidential Information means all trade secrets, know-how, commercially sensitive information, financial information and other commercially valuable information and any information that is designated as or is by its nature confidential of whatever description and in whatever form whether disclosed before or after commencement of this document.

 

Device means the system or device used to access the Platform.

 

Farm Data has the meaning given to that term under the National Farmers' Federation Farm Data Code.

 

Harmful Code means any virus, disabling or malicious device or code, ‘worm’, ‘trojan’, ‘time bomb’ or other harmful or destructive code, but does not include any ‘software lock’ or other technical mechanism that is included to manage the proper use of any software.

 

Intellectual Property means all rights throughout the world in relation to patents, copyright, designs, registered and unregistered trade marks, business names, domain names, trade secrets, know how, confidential information and any other intellectual or intangible property and any right to register those rights, whether created before or after the date of this document and in all cases for the duration of those rights and any renewal.

 

Law means any law, legislation or regulation (including all delegated legislation made under them and includes all amendments, consolidations, replacements or re-enactments of any of them, from time to time), rule of an Australian public stock exchange, decision of any reputable Australian court of law or Australian judicial body or request by a House of Parliament, Committee of Parliament or other Parliamentary body with which a party is bound to comply.

 

Output means the result produced and provided to you by the Platform by calculating the relevant environmental metric based on the Submitted Data which has been requested to be calculated by you or on your behalf.

 

Permitted Purpose means access to and use of the Platform to calculate an Output from Submitted Data.

 

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

 

Personnel means a party's officers, employees, agents and contractors.

 

Platform means the AIA Environmental Accounting Platform made available to you by AIA.

 

Privacy Laws means the Privacy Act 1988 (Cth), and the 'Australian Privacy Principles' therein and any other Law relating to privacy or data protection.

 

Submitted Data means the data which you (or a third party at your direction) submits to the Platform to produce the Output.


Third Party System means any software, service, product, platform, application, equipment, infrastructure or system provided or operated by a third party.

 

Updates means all updates, improvements, changes, bug fixes or amendments to the Platform.

 

11.2 Interpretation

(a) Where a word or phrase is given a defined meaning another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

 

(b) Unless the context otherwise requires a word which denotes:

  1. the singular also denotes the plural and vice versa;

  2. a person includes an individual, a body corporate and a government; and

  3. a person includes the trustee, executor, administrator, successor in title and assign of that person. This clause must not be construed as permitting a party to assign any right under this document.

 

(c) A reference to:

  1. any legislation includes any regulation or instrument made under it and any amended, re-enacted or replacement legislation;

  2. any agreement or other document includes that agreement or document as amended or replaced;

  3. payments to a party include payments to another person on the direction of the party;

  4. money is in Australian dollars unless otherwise stated; and

  5. anything (including any amount) is a reference to the whole and each part, and a reference to a group of persons is a reference to all of them collectively, to any two or more collectively and to each individually.

 

(d) In this document:

  1. clause headings are for convenience only and do not affect interpretation; and

  2. “includes” is not a word of limitation.

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