Aquifa Pty Ltd (ABN: 63 676 974 235)

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Definitions

Account refers to a registered user profile on the Aquifa Platform.

Aquifa refers to Aquifa Pty Ltd (ABN: 63 676 974 235).

Aquifa Platform refers to the cloud-based trade management system for irrigation water brokers in which all Intellectual Property and commercial rights are owned by Aquifa and includes all services provided by Aquifa in relation to the system under these Terms.  

Business Day is a day other than a Saturday, Sunday or public holiday in Victoria. 

Claim means in relation to any person, a damage, loss, cost, expense or liability incurred by the person or a claim, demand, action, proceeding or judgment made against the person, however arising and whether present or future, fixed or ascertained, actual or contingent. 

Confidential Information means any information of a party that is confidential or secret and includes any business, technical, or financial information of the party, which information is not otherwise in the public domain other than as a result of a breach by a party of these Terms. 

Customer refers to any business, person or entity that registers for and uses the Aquifa Platform. A Customer may also be referred to as you or your in these Terms.  

Customer Data includes all client, offer, and trade information uploaded, submitted or collected via the Aquifa Platform. 

Documentation means any documentation, guide or form which is made available to Customers via the Aquifa Platform or which relates to the Aquifa Platform including any online user guide.  

Force Majeure Event refers to any event, act or cause beyond either party’s control, including natural disasters, cyberattacks and regulatory changes.

Intellectual Property means all intellectual property rights including all copyright, patents, trademarks (registered and unregistered), registered designs, inventions, trade secrets, secret processes, discoveries and improvements and modifications of any kind and proprietary information of Aquifa and any application or right to apply for registration of any of these rights.

Laws means statute, subordinate legislation, any regulation, order or decree which has legislative effect, common law or equity;

Terms refers to these Terms of Service, as amended from time to time.

Third-Party Services refers to any external services or software integrations that interact with Aquifa.

User means a person employed or engaged by the Customer and who is authorised by the Customer to access and use the Aquifa Platform and to whom for the purpose of that access the Customer provides Aquifa Platform account credentials for the User’s relevant Account.

1. Introduction

These Terms govern your access to and use of the Aquifa Platform.  By using the Aquifa Platform, you agree to be bound by these Terms.

2. Eligibility

Any person or business may sign up for the Aquifa Platform. However, Aquifa reserves the right to refuse service to any person or business at its discretion.

3. Service Provided

The Aquifa Platform allows Customers to manage their clients, offer, and trade data, automate and e-sign documents.

4. Licence and Use

Aquifa will make the Aquifa Platform available to the Customer and grants the Customer and its Users a non-transferable, non-exclusive, non-sublicensable right to access and use the Aquifa Platform subject to these Terms.  

All copies of any elements of the Aquifa Platform, including all intangible and tangible elements on any media on which they may be recorded, but excluding Customer Data, are the property of Aquifa and no title to or ownership of them is transferred to the Customer. 

The Customer will only use the Aquifa Platform for the Customer’s internal business purposes.  The Customer must immediately notify Aquifa if the Customer becomes aware of any unauthorised use or copying of the Aquifa Platform by any person.  The Customer will not grant sub-licences in respect of the Aquifa Platform or permit any third party (other than Users) to access or use the Aquifa Platform.  

Aquifa reserves the right at any time to make updates, improvements, substitutions, modifications or enhancements of any part or function of the Aquifa Platform and to implement them into the Aquifa Platform production environment provided that the functionality and performance of the Aquifa Platform will not be materially affected.   

5. Access by Users

The Customer may grant account credentials to its Users. The Customer is responsible for ensuring that its Users maintain the confidentiality of their account credentials. Unauthorised access or misuse of the Aquifa Platform is prohibited. Customers are required to enable multi-factor authentication (where available), restrict API access to Users, and securely manage account credentials. The Customer is liable for all unauthorised access or misuse of the Aquifa Platform or breach of these Terms occurring through misuse by a party of account credentials.  

6. Data Ownership & Use

The Customer retains ownership of all Customer Data. Aquifa  has the right to use Customer Data as required for service functionality, analytics and service improvements of the Aquifa Platform.  Aquifa will maintain commercially reasonable measures to safeguard Customer Data from unauthorised access, use, disclosure or loss. 

7. Data Security & Breach Notification

Aquifa implements industry-standard encryption, access controls, and regular data backups for the Aquifa Platform. In the event of an eligible data breach (within the meaning of the Privacy Act 1988 (Cth) as amended from time to time) compromising Customer Data, Aquifa will notify affected Customers within 72 hours, providing details of the breach and recommended actions.

8. Subscription & Payment

The Aquifa Platform operates on a subscription basis, with monthly or annual billing. Aquifa has the right to immediately suspend or terminate the Customer’s access to the Aquifa Platform if the Customer fails to pay an invoice within the specified payment period, or if no payment period is specified, within 7 days. Payments are non-refundable unless required by law.  

9. Service Levels & Availability

Aquifa aims for at least 99.9% uptime, excluding scheduled maintenance, which will be communicated in advance. In the event of an unplanned outage, Aquifa will work to restore services as quickly as possible. Service disruptions beyond Aquifa’s control do not entitle Customers to refunds or compensation. Aquifa aims to respond to critical service issues within 24 hours and general support inquiries within 48 hours during business days. If uptime falls below 99.5% in a calendar month, Customers may request a 5% service credit within 30 days of the incident. If, following a request from a Customer, Aquifa determines acting reasonably that the Customer is entitled to a service credit, Aquifa will apply the service credit to the Customer’s next scheduled payment.  

10. Customer Responsibilities & Restrictions

The Customer must access and use the Aquifa Platform from within a secure network structure and ensure that Users only access the Aquifa Platform from a device that has adequate security software. 

The customers must not resell, sub-licence, distribute, otherwise grant access to others, modify, or reverse-engineer the Aquifa Platform. Customers may not use or disclose any part of the Aquifa Platform, including APIs, forms or data to develop, support, or enhance a competing product or service. 

The Customer must comply with all applicable laws and avoid unauthorised data access or misuse. The Customer must not use the Aquifa Platform, APIs or any Intellectual Property in the Aquifa Platform to create, develop, support, or enhance a competing product or service. Unauthorised use of Aquifa’s name, logo, or branding by the Customer is prohibited. The Customer must not do any automated data scraping, bypassing security measures, or accessing restricted areas of the Aquifa Platform. The Customer must not disclose Aquifa’s proprietary methods, algorithms, or operational processes to third parties. The Customer must immediately notify Aquifa if the Customer has reason to believe that an unauthorised third party intends to, or has, accessed, used or copied the Aquifa Platform.

11. Intellectual Property

All Intellectual Property in the Aquifa Platform, the services, the Documentation and any other document, work or matter developed, created or contributed to by Aquifa belong to Aquifa.  All Intellectual Property arising in any modifications or adaptions of the Aquifa Platform (Enhancements) vest in Aquifa immediately on creation and the Customer absolutely assigns to Aquifa any Intellectual Property in such Enhancements.  The Customer must not do or allow any third party to do anything that may infringe or endanger Aquifa’s intellectual Property.  

12. Regulatory Compliance & Suspension for Violations

The Customer is solely liable and responsible for ensuring the Customer’s compliance with all applicable Laws. Aquifa provides compliance tools but does not assume any liability for compliance failures by the Customer. The Customer indemnifies and releases Aquifa from all Claims suffered by Aquifa which arise from the Customer’s contravention of applicable Laws.  

Aquifa reserves the right to immediately suspend or terminate the Customer’s access to the Aquifa Platform if Aquifa suspects, acting reasonably, that the Customer’s (or its Users) use of the Aquifa Platform is in breach of these Terms or contravenes the applicable Laws.  

13. Liability & Disclaimers

The Aquifa Platform is provided ‘as-is’ without warranties of uninterrupted or error-free service. Liability is limited to the total fees paid by the customer in the last 12 months. Neither party will be responsible for indirect damages, including lost profits, revenue, data, or business interruption. Aquifa is not liable for service disruptions caused by events beyond its control, including cyberattacks, regulatory changes, or natural disasters. Aquifa is not responsible for any data loss, corruption, or restoration failures, except where required by law. Without limitation, Aquifa does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to Customer Data, your computer systems or other electronic devices arising in connection with use of the Aquifa Platform. Customers should take their own precautions to ensure that use of the Aquifa Platform does not expose them to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

14. Suspension of access

Aquifa may suspend the Customer’s access to the Aquifa Platform to carry out maintenance, implement modifications or updates to or new releases of the Aquifa Platform, preserve data and integrity, to prevent or stop violations or reasonably suspected violations of applicable Laws or in the event of actual or suspected security breach. 

15. Indemnification

The Customer agree to indemnify and hold harmless Aquifa from any Claims arising from the Customer’s  misuse of the Aquifa Platform, violation of Laws, or infringement of third-party rights except to the extent that the Claim is caused or contributed to by Aquifa.  Aquifa agrees to indemnify and hold harmless the Customer from any Claims arising from Aquifa’s breach of these Terms except to the extent that the Claim is caused or contributed to by Aquifa.  

16. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information disclosed under these Terms. The obligation of confidence under this excludes does not extend to information required by law to be disclosed.. A party may disclose Confidential Information to its professional advisor(s) for the purpose of obtaining advice.

17. Termination & Data Access

The Customer may terminate these Terms at any time on providing written notice to Aquifa.  

The Customer and Aquifa may agree in writing at any time to terminate these Terms. 

Aquifa may terminate these Terms and the Customer’s access to the Aquifa Platform if the Customer commits a breach of these Terms and fails to remedy that breach within 5 Business Days following a notice from Aquifa specifying the breach or a serious and irremediable breach of these Terms.  

Upon written request by the Customer within the first 10 Business Days after termination, Aquifa will make available to the Customer a download file of Customer Data.  Otherwise, Aquifa is not obliged to maintain Customer Data beyond 10 Business Days after termination. 

Other than as provided in this clause, upon termination, Aquifa will have no further obligation to the Customer under these Terms and may terminate or disconnect the Customer’s access to and use of the Aquifa Platform remotely (to the extent available) without giving any further notice to the Customer of the termination or disconnection.  Aquifa will not be liable for any Claim resulting from any termination or disconnection pursuant to this clause. 

18. Third-Party Services

Aquifa is not responsible for and Third-Party Services integrated into the Aquifa Platform. Aquifa does not warrant or assume liability for the availability, accuracy, or security of third-party integrations. Aquifa may modify or discontinue third-party integrations at its discretion without liability to Customers. Where the Aquifa Platform contains links to websites or third parties, Aquifa is not responsible for these third-party websites or services, and your use of those websites or services will not be subject to these Terms. 

19. Force Majeure

A party will not be held liable for its inability to perform its obligation under these Terms as a result of a Force Majeure Event.  If a Force Majeure Event occurs, the party suffering it will notify the other party of the occurrence and expected duration of that event.  The party suffering the Force Majeure Event must use all reasonable commercial endeavours to overcome the Force Majeure Event. 

If a Force Majeure Event renders performance of these Terms impossible for a continuous period of at least 20 Business Days, either party may, by notice to the other, terminate these Terms.

20. Governing Law & Dispute Resolution

These Terms are governed by the laws of Victoria, Australia. Any disputes arising from these Terms shall first be resolved through good faith mediation. If mediation fails, disputes will be settled through binding arbitration before resorting to legal proceedings.

21. Survival of Terms

The obligations under clauses 11 (Intellectual Property), 13 (Liability & Disclaimers) 15 (Indemnification) and 16 (Confidentiality) will survive termination of these Terms. 

22. Changes of the Terms

Aquifa may modify these Terms with prior notice to the Customer. Changes will be communicated via email and/or posted on the Aquifa Platform at least 14 days before they take effect. Continued use of the Aquifa Platform by the Customer constitutes acceptance of the revised Terms.

By using the Aquifa Platform, you acknowledge that you have read and agreed to these Terms.