Terms & Conditions

Laconik Pty Ltd ACN 623 098 411 (we, us or our), own the cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which is accessible at https://laconik.com.au/, and may be available through other addresses and channels (Site).

These terms and conditions (Terms):

set out the terms and conditions upon which we agree to grant you a right to use the Services (including the SaaS Services); and

are binding on you from the date on which you accept these Terms (Effective Date) until the date on which these Terms are terminated in accordance with the terms (Term).

You accept these Terms by clicking a box indicating your acceptance.

In consideration of your payment of the Usage Fees, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.

We warrant and agree that, we will use reasonable effort to ensure all of our obligations under these Terms will be carried out:

by suitably competent and trained Personnel; and

in an efficient and professional manner.

During the Term, we will provide you with technical support services, via email or the chat functionality on our Site, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information  relevant to the fault (including what you have done in relation to the fault).

If you require other services which are not available as part of these Services, please contact us at the support email below.

You may create an Account on our Site, to access and use the Services, including the SaaS Services. It is not mandatory to create an Account to use the Services.

You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorized to provide this information to us.

You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.

You may allow other trusted users to access the Services via your Account. Any user that accesses the Services via your Account will be an Authorized User.

It is your responsibility to keep your Account details confidential (other than to share these with your Authorized Users). You are responsible for all activity on your Account, including activity by Authorized Users and for ensuring that any activities on your Account comply with these Terms.

We are not responsible for the management or administration of your Account or your Authorized Users.

Subject to the payment of any applicable Usage Fees and your and your Authorized Users’ compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable license to access and use the Services for the Term, for your use of the Services, as contemplated by these Terms (License).

You must not (and must ensure your Authorized Users do not) access or use the Services except as permitted by the License and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to;

use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

use the Services in any way that damages, interferes with or interrupts the supply of the Services;

introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and email bombs;

reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details (other than Authorized Users);

carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorized to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;

if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size

of messages, or use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users.

You agree that the Services may include Third Party Inputs that may interface, or interoperate with, the Services, including third party software or services (for example a machinery manufacture’s platform; your accounting software, or a global positioning mapping service).

You agree that the provision of the Services may also be contingent on, or impacted by, Third Party Inputs that you choose to use. For example, you may choose to use hardware, such as a USB or SD card to transfer information from a Purchase to your farming machinery.

To the extent that you choose to use such Third Party Inputs, you are responsible for:

the purchase of;

the requirements; and

the any licensing obligations,

related to the applicable Third Party Input, including third party software, services and hardware.

You agree that the benefit of any Third Party Input’s interface, or interoperation with, the Services, is subject to your compliance with clause 0.

If you create an Account, it is free to create an Account for the Services.

If you wish to make a Purchase, you will need to pay the applicable Usage Fee as set out on the Services, and as determined by factors such as the type of fertilizer, information, physical space and accessibility period included in such Purchase.

You agree to pay us the Usage Fees as set out for your Purchase, and any other amounts payable to us under these Terms, without set-off or delay, via credit card or any other payment method set out on the Services.

On expiry of the accessibility period for any Purchase made through your Account, your Account will continue to be accessible but you will no longer have access to the functionality and information made available to you in connection with that Purchase.

You may choose to make the same Purchase again but you acknowledge that the Services may be improved over time and this may alter the functionality, information and Usage Fees applicable to such repeat Purchase.

You are responsible for reviewing the pricing schedule, features and limits (including the accessibility period) associated with your Purchase, which are available on the Services.

You must ensure your chosen payment method has sufficient funds to pay the Usage Fees.

You will not be entitled to benefit from your Purchase, in full or in part, until you have made full payment of the applicable Usage Fees for that Purchase. Unless otherwise agreed between the Parties in writing.

The Usage Fees are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Purchase (or part thereof).

You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data.

We agree to handle any Personal Information you provide to us, for the purpose of performing our obligations under these Terms and as set out in our Privacy Policy.

We may contact you via the platform for the Services, using in-Account notifications or via-off platform communication channels, such as text messages or email with functional notifications.

We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services.

Each Receiving Party agrees:

(a)    not to disclose the Confidential Information of the Disclosing Party to any third party;

(b)     to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorized disclosure; and

(c)     to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

The obligations in clause 0 do not apply to Confidential Information that:

(a)     is required to be disclosed in order for the Parties to comply with their obligations under these Terms;

(b)     is authorized to be disclosed by the Disclosing Party;

(c)     is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or

(d)     must be disclosed by Law or by a regulatory authority, including under subpoena.

Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 0. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 0.

This clause 0 will survive the termination of these Terms.

You agree that all Intellectual Property Rights:

in the Services, including the Software and SaaS Services; in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Services, the Software and the SaaS Services and any machine learning algorithms output from the Services); and Feedback,

will at all times vest, or remain vested, in us (or, if applicable, our third party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.

You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.

You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and license, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under these Terms, as contemplated by these Terms.

You must not whether directly or indirectly, without our prior written consent:

copy or use, in whole or in part, any of our Intellectual Property;

reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;

reverse assemble, reverse engineer, reverse compile or enhance the Services;

attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation;

breach any Intellectual Property Rights connected with the Services, including altering or modifying any of our Intellectual Property;

cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;

resell, assign, lease, hire, sub-license, transfer, distribute or make available the Services to third parties;

“frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network;

and

alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services.

This clause 0 will survive the termination or expiry of these Terms.

You grant us a limited license to copy, transmit, store and back-up or otherwise access the Customer Data during the Term and for a reasonable period after the Term to:

supply the Services (including for back-ups) to you (including to enable you, your Authorized Users and your Personnel to benefit from the Services);

diagnose problems with the Services;

develop other services, provided we de-identify the Customer Data;

enhance and otherwise modify the Services, for the benefit of all users; and

as otherwise reasonably required to perform our obligations under these Terms.

You must, at all times, ensure the integrity of the Customer Data and that your provision of, and use of the Customer Data is compliant with all Laws.

You represent and warrant that:

you have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in these Terms;

the Customer Data is accurate and complete;

the Customer Data (and its transfer to and use by us as authorized by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and

any use, collection and disclosure authorized in these Terms is not inconsistent with the terms of any applicable privacy policies.

We assume no responsibility or Liability for the Customer Data, including any inaccuracy in the Customer Data. You are solely responsible for the Customer Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up the Customer Data.

You acknowledge and agree that the operation of the Services is reliant on the accuracy of the Customer Data, and the provision of inaccurate or incomplete Customer Data by you may affect the use, output and operation of the Services.

Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related

to your use of the Services, and your Customer Data, in an aggregated format (Analytics). You agree that we may sell to a third party, or make such Analytics publicly available, provided that it:

does not contain Personal Information; and

is not compiled using a sample size small enough to make the underlying Customer Data identifiable.

We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.

You warrant and agree that:

there are no legal restrictions preventing you from entering into these Terms;

you are not and have not been the subject of an Insolvency Event;

you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;

all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Services;

you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms

you will inform us if you have reasonable concerns relating to our provision of the Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;

you are responsible for obtaining, and providing to us in a timely manner, any consents, licenses, authorities and permissions from third parties necessary for the Services to be provided in accordance with these Terms, at your cost;

the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without prior written consent;

you will be responsible for the use of any part of the Services, and you must ensure that no person uses any part of the Services to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Services;

you have reviewed these Terms and you understand them and will use the Services in accordance with them;

you have the authority to act on behalf of any person or entity for whom you are using the Services and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services; and

you have all the hardware, software and services which are necessary to access and use the Services, including any required operating systems as set out on the Site and Services.

Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).

If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.

This clause 0 will survive termination or expiry of these Terms.

Except to the extent that the Liability arose from our negligent acts or omissions or any of our Personnel, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:

your or your Personnel’s breach of clauses 0 (License and Restrictions of Use), 0 (Third Party Inputs), 0 (Intellectual Property Rights), 0 (Customer Data) and 0 (Warranties); and

your or your Personnel’s or Authorized User’s negligent, unlawful or willful acts or omissions in connection with this Agreement.

Despite anything to the contrary (except for clause 0) and to the maximum extent permitted by law:

neither Party will be liable for any Consequential Loss;

a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and

our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Usage Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates or if no Usage Fees have been paid, to us paying you $100.

This clause 0 will survive termination or expiry of these Terms.

Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:

loss of, or damage to, any property or any injury to or loss to any person;

the Computing Environment;

your or your Personnel’s or Authorized User’s acts or omissions;

any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;

any work, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been provided by us;

any Third Party Inputs;

the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or any event outside of our reasonable control.

You acknowledge and agree that:

you are responsible for all users using the Services, including your Personnel and any Authorized Users;

you use the Services and any associated programs and files at your own risk;

the technical processing and transmission of the Services, including Customer Data, may be transferred unencrypted and involves:

transmissions over various networks; and

changes to conform and adapt to technical requirements of connecting networks or devices;

we may use third party service providers to integrate with the Services or to host the SaaS Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;

the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;

we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;

we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorized Users or your Personnel; and

we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.

This clause 0 will survive termination or expiry of these Terms.

You may terminate these Terms at any time by giving 30 days’ notice via the ‘cancel Account’ or similar functionality within your Account or by emailing us at the email below.

If you do not have any active Purchases, we may terminate these Terms at anytime by giving notice in writing to you.

These Terms will terminate immediately upon written notice by:

(a)     us, if:

(1)     you (or any of your Personnel or Authorized Users) breach any material term of these Terms;

(2)     you (or any of your Personnel or Authorized Users) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;

(3)     for any other reason outside our control which has the effect of compromising our ability to provide the Services; or

(4)     you are unable to pay your debts as they fall due; and

(b)     you, if we:

(1)     are in breach of a material term of these Terms, and that breach has not been remedied within 10 Business Days of being notified by you; or

(2)     are unable to pay our debts as they fall due.

Upon expiry or termination of these Terms:

we will immediately cease providing the Services;

at our discretion, we will be entitled to permanently delete all Customer Data within 1 month from expiry or termination of these Terms;

at our discretion, we will provide any further disengagement services at our then current rates, and such further disengagement support services must be agreed in writing by the Parties;

you agree that any payments made are not refundable;

you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;

pursuant to clauses 0(a)(1) you also agree to pay us additional costs arising from, or in connection with, such termination; and

immediately return (where possible) or delete or destroy (where not possible to return), any of our Intellectual Property.

Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

This clause 0 will survive the termination or expiry of these Terms.

If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.

If the recipient is required under these Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Access: The Services may be downloaded, installed or accessed in Australia and overseas. We make no representation that the Services comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Services.

Changes to the Services: You agree that we may amend the Services (including any features) at any time. If we remove a material feature from the Services we will provide written notice to you, and if you do not agree to any such removal of a material feature from the Services, you may terminate these Terms in accordance with clause 0. Alternatively, if you have an active Purchase and this removal adversely impacts that active Purchase, you may may terminate these Terms by giving us 30 days’ notice in writing, in which case, clause 0 will apply and, despite anything to the contrary, we will provide a pro-rata refund for the applicable Usage Fees for active Purchases not used in full at the date of termination.

Amendment: We may update these Terms at any time. Where we update these Terms we will notify you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 0.

Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

Dispute: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of Western Australia to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

Exclusivity: The Services will be provided to you on a non-exclusive basis.

Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

Governing law: These Terms are governed by the laws of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.

Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material. You may opt-out of this clause at any time by providing written notice to us of your opt-out request and within a reasonable period of time after confirming we have received your request, we will remove any identifiable reference to you from our website and promotional material.

Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.

In these Terms, unless the context otherwise requires, capitalized terms have the meanings given to them in these Terms, and:

Account means an account accessible to you and/or your Authorized Users to use the Services, including, the SaaS Services;

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act  2010 (Cth), as amended, from time to time;

Authorized User, if applicable, has the meaning given in clause 0;

Business Day means a day on which banks are open for general bank business in Western Australia, excluding Saturdays, Sundays and public holidays;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes information which:

(a)     is disclosed to the Receiving Party in connection with these Terms at any time;

(b)     is prepared or produced under or in connection with these Terms at any time;

(c)     relates to the Disclosing Party’s business, assets or affairs; or

(d)     relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;

Consequential Loss includes any consequential loss, special loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;

Customer Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel or Authorized Users into the Services or stored by the Services or generated by the Services as a result of your use of the Services, excluding any information or data generated by a Purchase;

Disclosing Party means the party disclosing Confidential Information to the Receiving Party;

Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorized Users, whether made verbally, in writing, directly or indirectly, in connection with the Services;

Insolvency Event means any of the following events or any analogous event:

a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;

a Party ceases, or threatens to cease, carrying on business;

a Party is unable to pay the Party’s debts as the debts fall due;

any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;

any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or

any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business;

Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, and includes any information or data generated by a Purchase;

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property;

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licenses, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Services, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth);

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;

License is defined in 0;

Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you;

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;

Privacy Policy means any privacy policy set out on our Site;

Purchase means a purchase of a particular set of information or data (eg. fertilizer data) which you choose, including the Usage Fees, features, as set out on the Services and if you have an Account, post purchase, as set out within your Account;

Receiving Party means the party receiving Confidential Information from the Disclosing Party;

SaaS Services means our Software as a service which forms part of the Services;

Services means the Software, the SaaS Services, any technical support services;

System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by;

Usage Fee or Usage Fees means those fees due and payable by you for the Services, as set out in your relevant Purchase; and

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Effective Date and/or developed by or on behalf of you or your Personnel independently of these Terms.

In these Terms, unless the context otherwise requires:

(a)     a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

(b)     a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(c)     a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;

(d)     no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;

(e)     a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;

(f)     a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

(g)     a reference to time is to local time in Western Australia; and

(h)     a reference to $ or dollars refers to the currency of Australia from time to time.

For any questions and notices, please contact us at:

Laconik Pty Ltd ACN 623 098 411

Email: infp@laconik.com.au

Last update: 07 October 2022