Strata Data Communities

You can download a PDF version of these Terms and Conditions here.

Contract
1. This Agreement applies to all Services supplied by Strata Data to the Client as part of the Proposal and the Client is deemed to have read and agreed to this Agreement.
2. No other terms and conditions or other documents are relevant unless expressly acknowledged or referred to in or attached to this Agreement.
3. The EULA forms a part of this Agreement.
4. The Client grants Strata Data the exclusive rights to supply the Services to and in relation to the Premises for the duration of the Term.
Supply
1. The Client engages Strata Data to perform the Services, and Strata Data will perform the Services during the Subscription Period for the Price.
2. The Client must ensure that Strata Data and its Personnel are provided with all information, access to facilities, assistance and equipment reasonably required by Strata Data and its Personnel to enable Strata Data to comply with its obligations under this Agreement.
Content Management System
1. As provided in the Proposal and this Agreement, Strata Data shall:
  1. host and provide the Client with access to Strata Data’s proprietary hosted application (‘CMS’) during the Subscription Period; and
  2. establish on the CMS initial administrative accounts for Authorised Users.
2. The Client shall, and shall cause the Authorised Users to keep all account information confidential and not share such information with any other person.
3. The Client is fully responsible for all activities that occur under all Authorised User accounts, including any acts or omissions of Authorised Users that result in a breach of this Agreement.
4. The Client, through the Authorised Users, shall be responsible for uploading all Content.
5. Strata Data will have no responsibility for any failure of the CMS caused by any acts or omissions of Authorised Users.
6. Authorised Users will also be individually subject to any general terms of service that Strata Data posts in the CMS.
7. Strata Data will use commercially reasonable efforts to keep the CMS operational on a continuous basis during the Subscription Period, exclusive of downtime necessary for scheduled and emergency maintenance.
8. Strata Data will provide support to the Client in accordance with the service level/package selected in Contract Summary.
9. Strata Data will make available to the Client at its sole discretion and at no additional charge any modifications, bug fixes, patches, maintenance releases or other updates to the CMS during the Subscription Period.
Mobile App
1. Where provided for in the Proposal, Strata Data will:
  1. enable in the CMS the facility for Authorised Users to register Residents as users of the Mobile App;
  2. enable in the CMS access to Authorised Users to send push notifications to registered Residents who have the Mobile App installed and running on their devices.
2. It is the responsibility of the Client to ensure that Residents have the Mobile App correctly downloaded, installed, registered and connected to the CMS.
Term and Timing
1. The initial term of this Agreement shall be the Term of the Agreement as specified in Item 3 of the Contract Summary and shall commence on the Commencement Date (‘Initial Term’), unless terminated earlier pursuant to this clause 5.
2. This Agreement will be automatically renewed on a monthly basis (each renewal an ‘Extended Term’) on the expiry of the Initial Term and upon each Extended Term, unless:
  1. the Client and Strata Data agree in writing to an extension of the term of this Agreement; or
  2. the Client gives Strata Data written notice of termination at least 30 days prior to the end of the then current term; or
  3. the Agreement is terminated earlier pursuant to clause 4.
3. The Mobile App will be available for use by the Client and the Residents within 8 weeks from the Commencement Date.
4. The Subscription Period commences on the later of the Commencement Date or the date the CMS and the Mobile App are provided and made available for use by the Client.
Payment
1. Strata Data will invoice the Client for the Setup and Connect Fee and will invoice the Client monthly for the Communications Support Fee.
2. Payments must be made in accordance with the Payment Terms.
3. The withholding or extension of credit will be at the absolute discretion of Strata Data.
4. Payments must be made without set-off or deduction.
5. Payments must be made in the manner nominated by Strata Data.
6. Strata Data may, at its option, apply money received from the Client against any money then due by Strata Data to the Client.
7. Strata Data at its discretion may withdraw the Services at any time during the Term until all amounts payable to Strata Data by the Client have been paid in full.
8. Any late payment by the Client attracts interest at the Interest Rate and interest will accrue starting from the day after the date payment is due and be recoverable from day to day.
Software
1. The Client shall use its best endeavours to protect the Software at all times from unauthorised access, use or damage.
2. The Client agrees that it has no right to mortgage or charge the Software or use the same as surety or collateral.
Display of Other Information
1. As partial consideration for the Supply of the Services by Strata Data, the Client grants Strata Data the exclusive right to display in the MobileApp (as Strata Data sees fit) other information, including advertisements, in addition to the (‘Other Content’).
2. In the event that the Content or Other Content is offensive or illegal, the Client must immediately notify Strata Data in writing and Strata Data will remove the offensive or illegal Content or Other Content.
3. Revenue received by Strata Data in connection with the display of Other Content is the property of Strata Data and the Client has no right to such revenue.
Intellectual Property
1. Subject to this Agreement, Strata Data grants to the Client a non-exclusive, non-transferrable, non-sub licensable, revocable licence, during the Subscription Period to:
  1. access and use the CMS for the Client’s business use;
  2. internally use, reproduce and distribute any user documentation for the Software;
2. Subject to this Agreement, the Client grants to Strata Data an exclusive, transferrable, sub-licensable, irrevocable and royalty-free licence during the Subscription Period to access, reproduce and display the Content.
3. If the Client fails to pay the Communications Support Fee the licence in clause 9.1 may be suspended or revoked by Strata Data upon written notice to the Client.
4. The Client may allow Authorised Users to exercise the foregoing rights provided that any Authorised Users who are subcontractors shall only access and use the Software in the course of performing services for the Client and the Client shall be responsible for any breach of the Agreement caused by any Authorised User.
5. Subject to this Agreement, the Client grants Strata Data a royalty-free, non-transferrable, non-sub licensable, non-exclusive licence, during the Subscription Period, to use the Client Information to provide the Services.
6. Title to and ownership of the Software (including all modifications, additions or improvements undertaken by Strata Data), including copies thereof, and all Intellectual Property Rights therein, will remain with Strata Data. No title or ownership of, or any other right in, the Software or any part or modification of the same (whether or not paid for by the Client) is transferred to the Client.
7. Title to and ownership of all Aggregate Data collected in relation to the Client or the Residents from their use of the Software or collected by Strata Data in performing the Services will remain with Strata Data. Strata Data will not grant the Client use of or access to the Aggregate Data except as stated in this Agreement.
8. Strata Data acknowledges that the Client owns the Content.
9. The Client is responsible for the accuracy of the Content and warrants that it will be compliant with the Laws.
10. The Client warrants and represents to Strata Data that the Client owns or validly licenses all Intellectual Property Rights in the Content and that the use of the Content by Strata Data in connection with providing the Services will not infringe the rights of any third party.
11. The Client indemnifies Strata Data from and against all liabilities, claims, losses, damages, costs suffered or incurred by Strata Data arising (directly or indirectly) and including any debt recovery and legal costs on a full indemnity basis from any breach by the Client of the Intellectual Property Rights of a third party.
12. The Client acknowledges that Strata Data owns the Other Content.
13. Strata Data will be responsible for the accuracy of the Other Content.
14. The Client grants Strata Data a royalty-free, perpetual, worldwide licence to use the name of the Premises and the name of the Client for the purpose of marketing the Services or any related purpose.
Privacy
1. Strata Data will not sell, rent or exploit Resident’s Personal Information as provided by the Residents or the Client to Strata Data.
2. Strata Data will take reasonable commercial actions to protect Resident’s Personal Information from unauthorised access or disclosure.
Subcontract
1. Strata Data may at any time, in its absolute discretion and without the Client’s consent or approval, subcontract any part or all of the Services, on such terms and conditions as Strata Data may determine.
Warranties, liabilities and indemnities
1. To the maximum extent permitted by law, Strata Data provides no warranties or guarantees whether express or implied in connection with the Services, and all warranties, descriptions, representations or conditions (whether relating to fitness, merchantability, or otherwise, and all specific conditions, even though such conditions may be known to Strata Data) are expressly excluded.
2. To the maximum extent permitted by law:
  1. the Client releases Strata Data from any claim, liability, damage, loss or cost suffered or incurred by the Client, its personnel, or invitees onto the Premises (including without limitation the Residents and the Resident’s invitees onto the Premises) in relation to the delivery of the Services;
  2. Strata Data’s liability to the Client or the Client’s personnel or invitees onto the Premises (including without limitation the Residents and the Resident’s invitees onto the Premises) under or in connection with this Agreement is limited to the lesser of the Communications Support Fee paid by the Client to Strata Data during the year in which the cause of action accrued or the cost of replacement.
3. Strata Data does not warrant that the Client and the Residents will have continuous access to the Software, including as a result of circumstances outside of Strata Data’s control that arise from time to time that result in the Software not being available to the Client and the Residents.
4. Without limiting the effect of clause 12.3, Strata Data will not be liable if the Software is not accessible due to:
  1. scheduled maintenance for which the Client has been given reasonable written warning in advance;
  2. the Client’s failure to comply with Strata Data’s reasonable instructions;
  3. the Client’s act or omission
5. The Client indemnifies Strata Data from and against all liabilities, claims, losses, damages, costs suffered or incurred by Strata Data arising (directly or indirectly), including any debt recovery and legal costs on a full indemnity basis from the Client’s acts or omissions or breach of this Agreement, except to the extent that such claim, loss or damage arises solely and directly from the gross negligence or wilful misconduct of Strata Data or its Personnel.
6. This clause 12 will survive expiry or termination of this Agreement.
Insurance
1. Strata Data will maintain:
  1. public liability insurance in the order of $20,000,000; and
  2. workers compensation insurance in the case of its employees.
2. The Client will maintain:
  1. public liability insurance of not less than $20,000,000 per claim; and
  2. appropriate property contents insurance.
Termination and Events of Default
1. If an Event of Default occurs or is threatened to occur to the Client, Strata Data can immediately, at its discretion:
  1. terminate this Agreement;
  2. suspend or cancel provision of Services;
  3. make the Price immediately due and payable; and/or
2. If an Event of Default occurs or is threatened to occur to Strata Data, the Client can immediately, at its discretion, terminate this Agreement.
3. The Client may terminate this Agreement by providing a minimum of sixty (60) days written notice to Strata Data.
4. Where the Client terminates the Agreement in accordance with clause 14.3, the Client will be required to pay the remainder of the Communications Support Fee for the remainder of the Term at Strata Data’s sole discretion.
5. Termination of this Agreement does not affect any rights and remedies of a party which accrued prior to termination.
GST
1. Unless otherwise stated all payables are exclusive of GST and the Client is responsible for payment of any GST liability in respect of the provision of the Services, which amount will be payable to Strata Data at the same time as the GST-exclusive consideration subject to the provision by the Company of a GST invoice to the Customer.
2. Strata Data will provide a valid tax invoice (in the form prescribed by the A New Tax System (Goods & Services Tax) Act 1999 (Cth)) to the Client.
Confidentiality
1. Each party must maintain the confidentiality of and not disclose any trade secret, confidential information or commercially sensitive information about each other party obtained in connection with this Agreement, other than when required by law, when the information falls into the public domain or if required by a party’s professional advisors.
2. This clause will survive termination of this Agreement for a period of three years.
Force Majeure
1. Strata Data will not be liable for any liability caused by Strata Data’s failure to provide the Services as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, nationwide industrial action, lockout, war, interruption or failure of electricity or telecommunication service or any other matter beyond Strata Data’s reasonable control.
General
1. The parties may vary this Agreement by written agreement.
2. This Agreement sets out the entire agreement between the parties.
3. To the extent of any inconsistency between the Proposal and these terms and conditions, these terms and conditions prevail.
4. This Agreement will be governed and construed in accordance with the law of the state of South Australia and the parties submit to the exclusive jurisdiction of the courts of the state of South Australia.
5. Time is of the essence in respect only of the obligations of the Client.
6. This Agreement does not create a relationship of principal and agent, employer and employee, partnership or joint venture between the parties.
7. The rights and obligations under this Agreement are personal and cannot be assigned by the Client without the prior written consent of Strata Data. Strata Data is free to assign this Agreement without consent.
8. If the Client is a trustee of a trust, it is bound by this Agreement both personally and in its capacity as trustee.
9. Any provision of this Agreement must be read down to any extent necessary to be valid. If that is not possible, it must be severed. All other provisions of this Agreement is unaffected.
10. A provision of this Agreement must not be construed to the disadvantage of a party because that party was responsible for including that provision and/or that provision benefits that party.
11. No waiver by Strata Data of any breach or default by any other party is effective unless in writing.
12. Each party must bear its own costs in relation to the negotiation, preparation and execution of this Agreement.
13. Other than as provided in this document the rights and remedies provided under this document are cumulative and not exclusive of any rights or remedies provided by law. Any single or partial exercise of any power or right does not preclude any other or further exercise of it or the exercise of any other power or right under this document.
Definitions
In this document, the following words have the following meanings:
1. Agreement means these Terms and Conditions including the Contract Summary and the Proposal (if any).
2. Aggregate Data means aggregate, statistical and operational information or analysis relating to the Client’s or Residents’ use of the Services.
3. Authorised Users means those individuals nominated by the Client to use the CMS to create, modify and manage Content.
4. Client means the entity described in item 1 of the Contract Summary.
5. Client Information means any information::
  1. about the Client that it provides to Strata Data for the purpose of receiving the Services; or
  2. specific to the Client’s business that is generated by the Services (excluding Aggregate Data).
6. Commencement Date means the commencement date specified in item 3 of the Key Term Schedule.
7. Content means the information sought to be delivered to Residents by the Client by way of the Mobile App.
8. Communications Support Fee means the amount described as ‘Monthly Activation (Subscription)’ in the Contract Summary and payable monthly for the duration of the Subscription Period for the provision of the Services.
9. Content Management System or CMS means the system described in clause 3.
10. EULA means the end-user licence agreement for use of the CMS, the Mobile App or any other EULA associated with the Services.
11. Event of Default means:
  1. a material breach of this Agreement that occurs, which has not been remedied within 30 days of receiving notice of that breach;
  2. a failure by the Client to pay any part of the Price by the Payment Date;
  3. a party being an insolvent, bankrupt or experiencing any form of external administration;
12. GST has the meaning ascribed to it in the A New Tax System (Hardware and Services Tax) Act 1999 (Cth).
13. Insolvent has the meaning given in section 9 of the Corporations Act 2001 (Cth).
14. Intellectual Property Rights means the rights comprised in any patent, copyright, design, trade mark, eligible layout or similar rights whether at common law or by statute, rights to apply for registration under a statute in respect of those or like rights and rights to protect trade secrets, know-how, goodwill or confidential information.
15. Interest Rate means the interest rate that is four per cent above the Cash Rate Target announced by the Reserve Bank of Australia from time to time.
16. Contract Summary means the schedule to this document or the online form in which the Client provides their details and in which details of the Client, the Premises and Services are specified.
17. Laws means all laws applicable to the Services, Content, Software and the terms of this Agreement.
18. Mobile App means the Communitilink software application designed by Strata Data for use on mobile devices and available for download via the Google Play Store or the Apple App Store.
19. Nominated Locations means the locations defined in clause 1.
20. Other Content has the meaning given to that term in clause 8.1.
21. Payment Terms means 14 days from date of invoice or such other terms as specified on Strata Data’s invoice.
22. Personal Information means a person’s name, contact details, employer or credit details.
23. Personnel means the employees, agents, directors and contractors of Strata Data, and Strata Data’s contractor’s employees, directors, agents and contractors.
24. Premises means the premises listed at Item 2 of the Contract Summary.
25. Price is the total of the Setup and Connect Fee and the Communications Support Fee paid for the duration of this Agreement.
26. Proposal means an invitation by Strata Data to the Client for the Client to make an offer to Strata Data to acquire Services.
27. Residents means the residents of the Premises.
28. Strata Data means Terandi Pty Ltd ACN 080 960 112 and includes its employees, subcontractors and assigns.
29. Services means:
  1. provision of access for the Client to the CMS; and
  2. maintenance of the CMS for the Term.
30. Setup and Connect Fee means the amount described as ‘One-off Investment’ in the Proposal.
31. Software means the Mobile App and CMS
32. Subscription Period means the period starting from the date in clause 5.4 and running for the Term.
33. Term means the term of this Agreement described in item 3 of the Contract Summary.

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