Terms and Conditions

The “Celsi” website at www.Celsi.com.au, sharing link at cel.si and web app at celsi.app (jointly and severally the “Site”) and its related Sensors, services, information, tools and functions (collectively “Services”) are owned and operated by AugRea Pty Ltd ACN 162 410 335 trading as Celsi ABN 81 162 410 335 (“We”, “Us”, “Our”).

Your access to and use of the Services is subject to these Terms and Conditions and any other policies published on the Site from time to time. By using the Services, You are deemed to agree to these Terms and Conditions and all Policies. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE VIEWING THE SITE OR USING THE SERVICES.

We may amend these Terms and Conditions at any time at Our discretion. Please review the Terms and Conditions and Our Policies periodically as Your continued use of the Services indicates Your agreement to any changes made. All amended Terms and Conditions and Policies shall automatically be effective from the time and date of appearance on Our Site (unless otherwise stated). If You do not agree with such changes, You must cease to use the Services.

DEFINITIONS & INTERPRETATION

Definitions

In these Terms and Conditions unless inconsistent with the context or subject matter:

“Content” includes any material, text, information, pictures, tools, sound, graphics, video and other data forming part of or contained in the Site from time to time whether in written form or otherwise;
“Data” means all information and data created, collected, stored or communicated by a Sensor or Smart Hub including temperatures and temperature or power outage alerts;
“GST” means the goods and services tax as provided for by the A New Tax System (Goods and Services Tax) Act 1999 as amended or replaced from time to time and any associated legislation including, without limitation, delegated legislation;
“Intellectual Property” means all intellectual property rights, including without limitation inventions, patents, copyright, rights in circuit layouts, registered designs, trade marks, know-how, processes, concepts, intellectual property in the Services including the Site, the Content, the Data (but not the Sensor itself), the name “Celsi” and any right to have information kept confidential and any application or right to apply for registration of any of the these rights throughout the world whether registered or unregistered and whether developed before or after the date of these Terms and Conditions;
“Loss” means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production, loss of life and any other special, incidental, exemplary, compensatory or consequential damages, losses, expenses, or lost or stolen programs or other data production stoppage, or consequential or indirect loss or damage howsoever arising or caused, including, without limitation, negligence, tort, contract or statute;
“Manufacturer” means the third party manufacturer of the Sensors or the Smart Hub;
“Policy” means any policy of Ours in place from time to time including without limitation any policy relating to privacy, fees, refunds, feedback and services;
“Related Entity” has the meaning given to it in section 9 of the Corporations Act 2001 (Cth);
“Sensor” means a small wireless temperature sensor as described on the Site;
“Services” means the remote monitoring services, information, tools, functions and support for a System available when a User subscribes for a System and pays the relevant fees and otherwise takes the steps described on the Site and these Terms and Conditions;
“SIM Card” means a 4G or other bandwidth spectrum subscriber identity module facilitating Smart Hub access to an appropriate telecommunications network provided by a third party through which the functionality of a System and the provision of the Services is effected;
“Smart Hub” means the Android Enterprise device configured to capture and communicate all Data from Sensors within a System;
“Subscription Fee” means the fee payable to purchase Sensors and access the Services as described on the Site or as otherwise agreed by Us;
“System” means a closed circuit system of a number of Sensors and one or more Smart Hubs subscribed for and set up within a particular premises;
“Term” means the period of 12 months commencing on the date We activate Your access to the Services or such other date We nominate unless terminated earlier in accordance with these Terms and Conditions;
“User” means any person who uses the Site, a Sensor, the Services, or any part of them, for any purpose whatsoever or any one of them as the case may be;
“User Information” means any information (including Your name, address, telephone number, email address and applicable billing information) or documents made on or supplied to Us or the Site by a User;
“You” and “Your” means a User.

Interpretation

In these Terms and Conditions, unless inconsistent with the context or subject matter:

a reference to a person includes any other legal entity;
a reference to a legal entity includes a person;
words importing the singular number include the plural number;
words importing the plural number include the singular number;
the masculine gender must be read as also importing the feminine or neuter gender;
a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
headings are for reference purposes only and must not be used in interpretation, with the exception of where a subheading of User is used, in which case clauses under that subheading relate to the party referred to in the subheading;
where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
a reference to a statute includes all regulations and subordinate legislation and amendments;
references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail and fax;
a reference to a monetary amount is a reference to an Australian dollar amount (unless otherwise specified);
an obligation of two or more parties binds them jointly and each of them severally;
an obligation incurred in favour of two or more parties is enforceable by them severally;
references to time are to local time in Queensland;
where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
a reference to a business day means any day on which trading banks are open for business in Queensland;
if any time period specified in this agreement expires on a day which is not a business day, the period shall expire at the end of the next business day;
a reference to a month means a calendar month; and
a reference to data includes metadata.

ACCESS

Read-only access to the Site is free. Access to a Sensor, the Services or further access to the Site is subject to compliance with these Terms and Conditions including subscription and payments.
Any use of the Site, Sensor or Services not specifically permitted, designed or intended is strictly prohibited.
We grant to You a non-exclusive, non-assignable licence to use the Site in accordance with its normal and intended functionality and for personal use only and strictly in accordance with these Terms and Conditions and any Policy.
You acknowledge and agree with Us that You will not, as a result of being granted a non- exclusive licence, acquire any rights (including without limitation intellectual property or other intangible rights) in the Site, Content or any part of it, other than the non-exclusive rights granted in accordance with these Terms and Conditions.
The non-exclusive licence does not include the right to use any data mining robots or other extraction tools and does not permit You to metatag or mirror the Site without our prior written permission.
In order to use the Site, You require the equipment and connections necessary to access the World Wide Web. You are responsible for:

the provision of any such connection or access to the World Wide Web;
the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and
the provision of all equipment necessary for You to make any such connection to the World Wide Web, including a computer and a modem.

If You access or use the Site or a System on behalf of a company or other entity, You represent that You have authority to bind such entity to these Terms and Conditions and that it is fully binding on it. In such case, the term “You” will refer to You personally and such entity jointly and severally. If You do not have authority, You may not access or use the Site or a System.

SYSTEMS AND SERVICES

Subject to:

You subscribing for a System and for Services to be applied to Your Sensor;
You paying the Subscription Fee in accordance with clause 4;

We will deliver, install and activate your System (or arrange for a third party to do so at your request and cost should the installation location require) and arrange for the Services to be provided to You on a monthly basis for the Term.

Each Smart Hub will be accompanied by or fitted with a SIM Card. The SIM Card is supplied by Us and will allow access to a telecommunications network by a third-party provider chosen by Us in Our absolute discretion. The cost of the SIM Card is included in the Subscription Fee. Your right in the SIM Card is subject to any rights retained by the third -party provider of the SIM Card. Your right to use the SIM Card is a limited licence to use the SIM Card within Your Smart Hub for the sole purpose of recording and communicating Data in order for Us to provide You with the Services. Except for this limited licence, all right, title and interest in the SIM Card is and remains Ours at all times.
All risk in the Sensor and Smart Hub will pass to You on and from the date of payment of the Subscription Fee. Subject to payment of the Subscription Fee and compliance with these Terms and Conditions, all right, title and interest in the Sensor will pass to You on and from the date of expiry of the initial Term.
You acknowledge that You are solely responsible for reading the user manual and other information provided with the Sensor and for using the Sensor in accordance with the user manual and the Manufacturer’s instructions. You acknowledge that we are merely a retail seller of the Sensor. All Intellectual Property in the Sensor remains at all times with the Manufacturer.
Upon expiry of the Term, provided that during the Term there has not been any breach of this Agreement by the User, then unless the User notifies Us otherwise, the provision of the Services shall be extended on a month to month basis capable of termination by 1 months’ notice from either party and otherwise upon the same terms as are contained in these Terms and Conditions.
We reserve the right to alter or modify the Services from time to time provided such alteration or modification does not materially affect the functionality or performance of the Sensor or the fundamental nature of the Services.

FEES

You acknowledge that the purchase of a System and access to the Services is subject to payment of the required Subscription Fee as notified by Us from time to time.
Payment of all amounts must be made in the time and manner directed by Us. All amounts are quoted in Australian dollars and are inclusive of GST and other applicable taxes, except where otherwise stated.
If You subscribe for access to and use of the Services, You agree as follows:

You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the Subscription Fee and all applicable amounts as set out in these terms and on the Site;
We reserve the right to increase the Subscription Fee, or to institute new charges or fees at any time, upon advance notice communicated to You through a posting on the Site or such other means as we may deem appropriate from time to time (including email or conventional mail);
Unless otherwise agreed, the total Subscription Fee for the first year is payable immediately upon subscribing for a System;
After payment of the total Subscription Fee for the first year, subsequent Subscription Fee payments are payable throughout the Term in advance on an ongoing basis either monthly or annually as advised by Us and will be automatically charged to Your credit card or other account up to 15 days prior to the start of each renewal period;
In the event we cannot charge Your account, we may, but are not obliged to, notify You through Your email or phone contact details. We reserve the right to discontinue or terminate Your use of or access to the Services in the event of non-payment;
You allow us to share Your User Information with third parties for the purpose of verifying the information You provide and billing Your credit card or otherwise charging You;
If You provide any User Information that is untrue, inaccurate, or incomplete, or We have reasonable grounds to suspect that such is the case, We reserve the right to suspend or terminate Your subscription and refuse any and all current or future use and/or access by You of any of the Services;
You are responsible for any fees or charges incurred as a result of You making a payment in a currency other than Australian dollars or making a payment from a bank, financial institution or other business or digital platform which uses a currency other than Australian dollars;
Except for any statutory rights which are unaffected, You agree that all Subscription Fee payments are non-refundable.

If You wish to terminate your access to the Services or if You lose or break Your System or any part of it:

prior to expiry of the initial Term, You will remain responsible for payment of the Subscription Fee up to the end of the Term;
during the monthly subscription set out in clause 3.5, You will be responsible for payment of the Subscription Fee up to the end of the then current month.

If any amount is not paid by the nominated due date:

access by the User may be suspended;
the User must pay interest on any unpaid outstanding amount calculated at the daily rate of 15% per annum from the due date for payment until the date payment is received by Us; and
the unpaid Fee and interest may be recovered by Us as liquidated damages.

USER INFORMATION

In order to purchase a System and subscribe for the Services you will be prompted to provide Your legal name, address, email address and applicable billing information (e.g., credit card number and expiration date).
You warrant that all information You provide;

Is up to date, accurate and complete; and
Is not false or misleading

If applicable, so that we can provide the Services on an ongoing basis You are responsible for ensuring that we hold your current, accurate and complete contact and billing details at all times. Any changes to You contact or billing details must be notified to us as soon as possible.

YOUR OBLIGATIONS

You must comply with all clauses of these Terms and Conditions and all Policies and all other terms and policies incorporated by reference.
You must also comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding Your use of the Services.
Your access to and use of the Site, any Services, and any User Information, must not:

be false, inaccurate or misleading;
be fraudulent or deceptive;
impersonate or otherwise misrepresent Your identity or affiliation with any other person or entity;
infringe any third party’s copyright, patent, trade mark, design, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy;
violate any applicable law, statute, ordinance or regulation (including those governing consumer protection, unfair competition, criminal law, antidiscrimination or trade practices law such as the Competition and Consumer Act 2010 (Cth));
be defamatory, trade libellous, unlawfully discriminatory, threatening or harassing;
be obscene, pornographic or indecent or contain adult material or vulgar, profane, discriminatory, offensive or racist language;
contain comments of a religious, political or social nature;
contain any viruses, trojan horses, worms, time bombs, trap doors, back doors, spiders, robots, screen scrapers, data aggregation tools or other Sensors or other computer programming routines that may or are intended to damage, modify, delete, interfere with, surreptitious intercept, access without authority or expropriate any system, data or personal information or otherwise affect the integrity, operation or security of the Site;
interfere with or disrupt the Services or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
create liability for Us or cause Us to lose (in whole or in part) the services of Our internet service provider, other Users or other suppliers;
damage the credibility or integrity of the Services or Us;
breach or violate any Policy;
link directly or indirectly to or include anything that:

You do not have a right to link to or include;
could cause Us to violate any applicable law, statute, ordinance or regulation.

You acknowledge and agree that You must not:

commit or permit any act which may interfere with the access to or use of the Site or the Services by any other User;
use the Site to send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 or any similar legislation to any person or company;
attempt to gain unauthorised access to a Sensor or the Services or computer systems or networks connected to the Site or any Services through any means;
tamper with, hinder the operation of or make unauthorised modifications to the Site, a Sensor or the Services or any part thereof;
damage or modify a Sensor or the Services or any part thereof;
reverse engineer, decompile or disassemble the Site, a Sensor or the Services or any part thereof;
copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Site, a Sensor or the Services or any part thereof; or
modify, alter, adapt, disassemble, reverse engineer, decompile or amend any Content or any part thereof in any way.

PRIVACY

All personal information that We process on the Site or through the Services or through email or any other means will be managed and used in accordance with good business practices.
You acknowledge that;

You authorise Us to use, store or otherwise process any information including personal information which relates to and/or identifies You, including, but not limited to, Your name, company or business name, email address and postal address (“Personal Information”), to the extent reasonably necessary for the provision of any Services to You.
You must ensure that the Personal Information You provide to Us and that all registration details (where applicable) contain Your correct name, address, e-mail address and other requested details.
By accepting these Terms and Conditions, You agree to the processing and disclosure of the Personal Information for the purpose of Us providing the Services.

We also receive data from or about the computer, mobile phone, or other device You use to access the Site and the Services. This may include network and communication information, such as Your IP address or mobile phone number, and other information about things like Your internet service, operating system, location, the type (including identifiers) of the device or browser You use, or the pages You visit.

NATURE OF SENSOR, CONTENT AND SERVICES

We strive to ensure that our Content and Services are described as accurately as possible, however We do not warrant that the description is accurate. Where We become aware of any misdescription, error or omission, We reserve the right to correct it. Images have been provided for illustrative purposes only.
We will use reasonable endeavours to ensure that, during the Term:

The Services are accessible by You within the ordinary range of connection by the SIM Card;
Your access to and use of the Services functions effectively subject to maintenance, repairs, reconfiguration or upgrades.

The Services are designed to allow Users to benefit from remote monitoring of the temperature of nominated whitegoods, rooms or buildings by the Smart Hub sending an automatic text message to the nominated contact number in the event a Sensor reaches a pre-determined temperature, purposefully or automatically.
You acknowledge and agree that provision of the Services is dependent upon the Smart Hub being connected to a power source and the functionality of the network to which the SIM Card is connected and We are not the provider of the power source or network or the manufacturer or supplier of the SIM Card through which access to the network is possible.
We are not responsible under any circumstances, including negligence, for any errors or omissions, or for the results obtained from the use of the Services or from the disruption to or failure of the power source or the network to which the SIM Card connects. In no event will We or any Related Entity, officers, directors, agents, employees, consultants or contractors be liable to a User or any third party for any decision made or action taken or omission in reliance on the Services provided or for any Loss, even if advised of the possibility of such damages.
WITHOUT LIMITING ANY OTHER CLAUSE, TO THE EXTENT PERMITTED BY LAW, THE SYSTEM AND SERVICES ARE PROVIDED WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE USE OF IT, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

INTELLECTUAL PROPERTY AND DATA

The Services and all parts thereof, including the Content and Data, are protected by copyright and other proprietary rights and remain the property of Us immediately upon creation and at all times thereafter.
You acknowledge and agree that We own the Intellectual Property and that no right, title or interest in any of the Intellectual Property is transferred or granted to You other than the rights granted expressly by these Terms and Conditions.
Without limiting any other clause, You acknowledge and agree that We own all rights, title and interest in all Data. You further acknowledge that we may, but are not obliged to, store, reproduce, use, publish, disclose, adapt or vary the Data or any part of it and We are not required to provide notice beforehand and We do not require Your consent or permission.
You must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent any or all such Intellectual Property as Your own.
You undertake not to take or permit or omit any action which would or might:

invalidate or put in dispute Our title in the Intellectual Property or any part of it;
oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
support any application to remove or undo Our title in the Intellectual Property or any part of it; or
assist any other person directly or indirectly in any of the above.

The parties agree that any intellectual or industrial rights in any additional or further or new works, material or information created, formulated or discovered during or after Your use of or access to the Services, excluding Your User Information, will be the sole and exclusive property of Us and You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further intellectual property rights to Us.
Without limitation, the “Celsi” logo and name are owned by Us, and may not be used as part of Your business or in connection with any goods or services without Our prior written consent which shall be given, given with conditions or withheld at Our absolute discretion.
You acknowledge and agree that You will not copy, reproduce, alter, modify, create derivative works, or publicly display the System, Services, Site, or any part of it unless with the prior written permission from Us or the appropriate third party authorised to grant such permission and when doing so You must acknowledge Us and, for electronic uses, include a link to Our Site.
We may at Our sole and absolute discretion refuse or remove any Content or User Information from the Site.

LINKS AND ADVERTISING

The Site may contain links to third party websites. Those websites are not under Our control and We are not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites. Neither Us nor any Related Entity or Our officers, directors, employees or agents recommend or endorse the content of any third party websites which may be linked to or from the Site, or goods or services of any third party organisations mentioned or described on this Site or linked to or from the Site. You acknowledge that You enter any third party websites at Your own risk.
The Site may contain advertisements for third parties’ goods and/or services. The third party advertisers are responsible for the accuracy of all representations made in those advertisements. Neither Use nor any Related Entity or Our officers, directors, employees or agents recommend or endorse the goods or services that may be advertised on the Site, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If You choose to order a good or service advertised by a third party on the Site, You do so at Your own risk.
You must not link the Site from any other website not owned or operated by Us without Our prior written consent.

UPGRADES

Upgrades and updates may be made to a Sensor, System, Smart Hub or Services from time to time by Us or by the Manufacturer. Such upgrades or updates may occur automatically and remotely with or without prior warning.
You acknowledge and agree that these Terms and Conditions apply to updates, supplements, add on components, or internet-based services or components of the Site or Services together with any other terms along with the update, supplement, add on component or internet-based services or components which We provide.
We reserve the right to discontinue any internet-based services provided to You or made available to You through the use of the Site at any time.

GENERAL MAINTENANCE AND TECHNICAL SUPPORT

Subscription for a System includes maintenance, repair or replacement of Sensors or Smart Hubs and batteries for Sensors or Smart Hubs to the extent caused by fair wear and tear.
Subscription for a System includes limited technical support by phone or email. You acknowledge that such support may not be live and is not provided with any minimum response period or service level.
We will endeavour to carry out any non-urgent support services, upgrades, updates, supplements, add on components, or other internet-based services or components outside of usual business hours. We will provide reasonable notification of any anticipated downtime.

BREACH AND TERMINATION

Without limiting other remedies available to Us at law, in equity or under these Terms and Conditions or any other Policy or otherwise, We may, in Our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your access to the Site or Services or any part of them and/or refuse to provide the Services, or any part of them, to You (including preventing You from accessing the Site) if:

You breach these Terms and Conditions or any Policy or the terms and policies those documents incorporated by reference, including as to payment, and fail to remedy the breach within 2 business days of Our notice to do so; or
You use or attempt to use or allow the use of the Sensor, Smart Hub or SIM Card for any purpose inconsistent with these Terms and Conditions;
We are unable to verify or authenticate Your User Information; or
We believe that Your actions may cause legal liability for You, other Users or Us; or
In Our sole opinion, Your conduct, acts or omissions threaten, interfere or impact upon the integrity or credibility of the Services or any part of them (or the operation thereof) or Us; or
We suspect that You (by conviction, settlement, insurance or escrow investigation, or otherwise in Our sole discretion) have engaged in fraudulent or deceptive activity in connection with Our Site.

We may immediately terminate Your access to or use of the Services in the event of:

unexpected technical or security issues or problems; and/or
prolonged force majeure.

In addition to any other rights either party may, by 1 months’ written notice to the other, terminate a User’s access to the Services. Any amounts paid in advance will be refunded at Our discretion.

EFFECT OF EXPIRY OR TERMINATION

On expiry or termination of a User’s access to the Services or Site:

We will cease to provide access to and use of the System and Services;
We will cancel and disconnect the Sim Card in Your Sensor;
If within the initial Term, the User must immediately return all Sensors and Smart Hubs to Us;
the User must destroy all evidence of any usernames, passwords, internet protocol addresses and other like matters;
all payments previously made by, or on behalf of the User, remain the property of Us and no party may make any claim in respect of such payments;
We may, but are not obliged to, delete all Data or User Information which is held in the Site, SIM Card or otherwise in Our records.

You agree that all terminations for cause shall be made in Our sole discretion and that We shall not be liable to You or any third party for any termination of Your account or access to the Services or loss of User Information.
Terms capable of doing so shall survive termination of Your subscription to or use of the Services.
Any rights which may have accrued to either party shall be unaffected.
All rights contained in these Terms and Conditions which are capable of doing so shall survive the expiration or termination of these Terms & Conditions.

WARRANTIES AND DISCLAIMERS

The Sensor is subject to a 12 month warranty against defects on the terms provided by the Manufacturer only. No warranty is offered for misuse or loss of a Sensor. Warranty claims can be directed to Us using the enquiries link on the Site which will prompt You to provide details and photos and must be made as soon as possible after the defect is discovered. We will submit the Sensor to the Manufacturer for repair or replacement in accordance with their warranty. The Smart Hub may also be subject to its own Manufacturer’s warranty and terms. We are not the provider of these warranties and make no guarantees as to the operation of the Sensor or Smart Hub or the success or otherwise of any warranty claim made to the Manufacturer of a Sensor or Smart Hub.
We provide the Sensor, Smart Hub, Services, Site and Content on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law.
To the extent permitted by law:

We specifically disclaim any implied warranties including in relation to title, merchantability, fitness for a particular purpose and non-infringement;
We do not guarantee continuous, uninterrupted or secure access to the Sensor, Services, Site, Content or User Information, and You acknowledge that operation of the Services may be interfered with by numerous factors outside Our control including without limitation operator error, provision of incorrect User Information, power failures, malicious interference, any downtime or interferences of the network provider or any other third party provider or contractor or other lack of coverage of the network used for the purpose of providing the Services;
We make no representations or warranties of any kind, express or implied that:

that the System, Sensor or Services will provide any function for which it is not specifically designed;
that the System, Sensor or Services will provide any minimum level of performance;
that the System, Sensor or Services will meet Your needs or requirements;
that the System, Sensor or Services will be virus free or free of performance anomalies or be operational without interruption;
any specific outcomes, content, accuracy or quality of any alerts or monitoring activities
Your access to or use of the Site, System, Sensor or Services, (including any related or linked websites), will be uninterrupted, timely, secure or error-free;
The System, Sensor or Services will be free of inaccuracies or typographical errors; or
Any errors will be corrected.

You warrant that You have not relied upon any representations, warranties or conditions offered or made by or on behalf of Us except to the extent expressly set out in these Terms and Conditions.
You warrant and acknowledge to Us that as at the date of these Terms & Conditions and for the duration of these Terms and Conditions:

You Were not relying on any representation made by Us;
You have the legal right and power to enter into these Terms and Conditions;
Your acceptance and performance of these Terms and Conditions has been duly and validly authorised by any necessary corporate action;
these Terms and Conditions are valid and binding on You, enforceable in accordance with their terms;
You are not insolvent and no controller has been appointed over any part of Your assets;
You are not bankrupt or in liquidation or administration and no proceedings have been brought or threatened for the purpose of bankrupting or winding You up.

LIMITATION OF LIABILITY

In no event shall We or any Related Entity, officers, directors, employees agents, contractors or suppliers be liable for any Loss arising out of or in connection with:

A System;
A Sensor;
A Smart Hub;
The Services;
Our Site;
any failure or performance, error, omission, interruption, defect, delay in operation or transmission; or
line or system failure or the introduction of a computer virus or other technical sabotage;

even if We are advised of the possibility or likelihood of such Loss.

WHERE THE LAWS OF ANY COUNTRY OR STATE IN WHICH THESE TERMS AND CONDITIONS ARE EFFECTIVE IMPLIES INTO THESE TERMS AND CONDITIONS ANY TERM, CONDITION OR WARRANTY, AND THOSE LAWS AVOID OR PROHIBIT PROVISIONS IN A CONTRACT EXCLUDING OR MODIFYING THEM, THEN THE TERM, CONDITION OR WARRANTY SHALL BE DEEMED TO BE INCLUDED IN THESE TERMS AND CONDITIONS PROVIDED THAT THE LIABILITY OF US, ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR A BREACH OF ANY SUCH TERM, CONDITION OR WARRANTY, INCLUDING ANY LOSS WHICH YOU MAY SUSTAIN SHALL BE LIMITED, AT OUR OPTION, TO:

IN THE CASE OF OUR SERVICES, THE SUPPLY OF THE SERVICES AGAIN, OR THE PAYMENT OF HAVING THE SERVICES RESUPPLIED;
IN THE CASE OF OUR SENSORS OR SMART HUB, THE PROVISION OF REPLACEMENT SENSORS OR SMART HUB OR THE PAYMENT OF OBTAINING REPLACEMENT SENSORS OR SMART HUB;
IN ANY OTHER CASE, THE LESSER OF THE TOTAL FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY AND AU$100.00.

The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise.

RELEASE

YOU RELEASE US AND ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR RELATED BODIES CORPORATE FROM ITS LIABILITY FOR ANY LOSS ARISING OUT OF THE USE OR INABILITY TO USE OR RELIANCE ON THE MATERIAL OR INFORMATION AVAILABLE ON OR ACCESSIBLE THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES AND WHETHER OR NOT CAUSED BY ANY NEGLIGENT ACT OR OMISSION.
Without limiting these Terms and Conditions, You release us from any Loss arising from the use of, or reliance on, the Services, whether or not caused by any negligent act or omission including but not limited to:-

Your reliance on the Site, System, Sensor or Services;
other Users’ content, actions or inactions;
loss of use, data or profits on any theory of liability arising out of or in connection with the use of or the inability to use the Site, System, Sensor or Services or any part of them;
the statements or actions of any employee or agent of Ours;
information, data or other material provided to You by Us;
any unauthorised access to or alteration of Your transmissions or data including User Information or Data;
any information that is sent or received or not sent or received;
any failure to store or loss of data or files or other content;
Your fraudulent, negligent or otherwise unlawful behaviour;
the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind which violates or infringes upon the rights of any other person, including without limitation any transmissions that encourage or represent conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law

INDEMNITY

You agree to indemnify and hold Us and any Related Entity, and Our officers, directors, agents, employees, contractors and suppliers harmless from and against any actions, claims, demands, proceedings, Loss of every kind and nature, known and unknown, including solicitors’ fees and claims made by third parties, due to or arising out of or in connection with:

Your access to or use or misuse of the Site, System, Sensor or Services;
Your breach of these Terms and Conditions or any Policy;
Your violation of any law or the rights of a third party;

even if We had been advised of the possibility of Loss.

ACKNOWLEDGEMENTS

Without limiting any other clause, You acknowledge that:

the World Wide Web exists across open public networks that are neither secure nor private. Accordingly, You acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties;
You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site including Content and User Information;
You accept all risks and responsibility for all Loss resulting from Your use of the Services or the material on or accessible through the Site;
We may change any of the Content at any time without notice but have no obligation to do so; and
No data transmission over the internet can be guaranteed as totally secure. Whilst We strive to protect Your User Information, We do not warrant and cannot guarantee the security of Your User Information which You transmit through the Site. Accordingly, any User Information which You transmit through the Site is transmitted at Your own risk. Nevertheless, once transmitted We will take reasonable steps to preserve the security of such User Information. You must inform Us immediately of any breaches of security or unauthorised use of Your User Information.

MISCELLANEOUS

Each System, Sensor and the Services subscribed for are personal to the purchaser and cannot be transferred or assigned or loaned to another party without our prior written consent which may be granted or refused in our absolute discretion. We cannot and do not warrant or guarantee the performance or effectiveness of a System, Sensor or Service which has been obtained from some other source.
Accessing or using the Site, System, Sensor or Services or any part of them and uploading User Information is done so at Your own risk and You will be responsible for compliance with the laws within Your jurisdiction.
Publication of electronic addresses in the Site is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.
Access to the Site and Services is only available to, and may only be used by, persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to persons under 18 years of age. If You do not qualify, do not use the Services.
We operate the Site, System, Sensor or Services from offices based in Australia and server hosts based in Australia. Content contained on the Site may not be appropriate or available for use in other locations. If You access the Site from other locations, You do so at Your own initiative and risk and You are solely responsible for compliance with local laws.
These Terms and Conditions are governed by the laws of Queensland and the Commonwealth of Australia which are in force in Queensland. The parties submit to the jurisdiction of the Courts of Queensland, relevant Federal Courts and Courts competent to hear appeals from them. However, for Our exclusive benefit, We also retain the right to bring proceedings for urgent or injunctive legal or equitable relief in the courts of Your country of residence or Your principal place of business.
These Terms and Conditions shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
If a clause of these Terms and Conditions are void or unenforceable it must be severed from these Terms and Conditions and the clauses that are not void or unenforceable are unaffected by the severance.
You agree that these Terms and Conditions and all incorporated agreements may be assigned by Us, in Our sole discretion, to a Related Entity or third parties. You may not assign these Terms and Conditions without Ours express prior written consent.
Our failure to act with respect to a breach by You or others does not constitute a waiver of that breach or waive Our right to act with respect to that breach or subsequent or similar breaches.
No waiver by a party of a provision of this Agreement is binding unless made in writing.
You agree that these Terms and Conditions may not be construed adversely against Us solely because We prepared them.
Unless otherwise specified, these Terms and Conditions and the Policies comprise the entire understanding and agreement between You and Us with respect to the subject matter hereof.
Nothing in these Terms and Conditions or Your use of the Services establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between the parties.
The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
Any notice or demand in writing required to be given by Us to You shall be sufficiently served if:

served personally or by pre-paid mail to Your last known address;
sent by facsimile machine to Your facsimile machine;
sent in electronic form by email to Your email address; or
published by notice on the Site.