Definitions and Interpretation

  • 26.1 Definitions
    • In this Agreement, including the Service Package, the following definitions apply unless the context requires otherwise:
    • Actuator means hardware, machine or controller that receives signal from Device and is driving a mechanical, electrical or similar action.
    • Agreement means these terms and conditions, the Service Package and all Service Orders.
    • Ardexa means Ardexa Pty Limited (ACN 166 479 063; ABN 80 166 479 063).
    • Ardexa Agent means the downloadable Ardexa software residing on the Device.
    • Ardexa Platform means the Ardexa Software together with the Ardexa Agent, any third party software utilised in providing or hosting the Ardexa Software and the Ardexa Agent, and includes any Customisations or Updates.
    • Ardexa Software means any software developed, owned by or licensed to Ardexa which is used in association with the Ardexa Agent, and any related APIs.
    • Ardexa Templates means any templates or code created by Ardexa in the performance of or in connection with this Agreement, whether independently or jointly with the Client, for use within the Ardexa Platform, including anything related to specific sensor connections, micro controller connections, PLC connections, machine connections, account set-up forms and applications, data analytics templates, data display set-ups, machine learning algorithm or data processing algorithm.
    • Authorised Users means employees, agents, contractors or Customers of the Client who are authorised by the Client to use the Ardexa Platform.
    • Business Hours means the hours of 9.00 am to 5.00 pm Monday to Friday local time in New South Wales, Australia, excluding public holidays.
    • Confidential Information means information of a party that is proprietary or confidential and is disclosed by that party to the other party under and for the purposes of this Agreement.
    • Client means the individual, company or entity identified in the Services Order.
    • Client Data means any content, materials, data and information, including personal information of Client or an Authorised User, that Client or an Authorised User enters into the Ardexa Platform, or specific data that is derived from Client’s or an Authorised User’s use of the Ardexa Platform, as long as such derivative work is not a standard component of the Ardexa Platform itself or provided by Ardexa under this Agreement without the use of the Client Data.
    • Consultancy Services means any services, including Provisioning, which the Client requests to be provided by Ardexa.
    • Customer means the entities to which the Client provides services in the conduct of its business via, using or making available access to the Ardexa Platform.
    • Customisation means any modification, derivation or customisation developed or implemented by Ardexa, including as part of the Provisioning, whether or not created jointly with the Client, at Client’s request and/or pursuant to Client’s specific requirements and at Client’s expense.
    • Device means any equipment or computer that can run the Ardexa Agent.
    • Device Volume Band means a range of device volumes for which unit price remains constant.
    • Equipment means any Device or other equipment used by the Client in connection with the Ardexa Platform.
    • Fees means the fees payable by the Client to Ardexa in consideration of the licence and all services provided by Ardexa under this Agreement.
    • Hosting Provider means a third party hosting provider used by Ardexa.
    • Intellectual Property Rights means any intellectual and industrial property rights or entitlements throughout the world including those in connection with any confidential information, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents), trade marks, service marks and designs, whether or not now existing and whether or not registered or registrable, as well as any right to apply for the registration, renewals and extensions of those rights, and any other Intellectual Property Rights as defined in Article 2 of the World Intellectual Property Organisation Convention of 1967.
    • On-premises means Client’s private data centre, or private or public cloud hosting environment used by the Client where the Ardexa Platform is installed.
    • Personal Information means any information which is personal information as defined in and for the purposes of the Privacy Laws.
    • Privacy Laws means:
      • (a) the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
      • (b) any other equivalent state legislation; and
      • (c) associated regulations.
    • Provisioning means set-up and configuration services to implement the settings for a Client within the Ardexa Platform.
    • Updates means the updates described in clause 10.1 of this Agreement.
    • Service Package means the specific set of specifications, functionality and applicable pricing for the use of the Ardexa Platform and provision of Services (other than Consultancy Services), which the Client selects when completing the Services Order.
    • Services means any services provided by Ardexa to the Client in accordance with a Services Order and the Service Package.
    • Services Order means:
      • (a) the form completed and submitted online or authorised by the Client (as the case may be) identifying the Client and specifying a Service Package and providing any required details to enable the provision of the Services by Ardexa; and
      • (b) any other form submitted online or authorised by the Client (as the case may be) for the provision of Consultancy Services in accordance with clause 12.
    • Taxes means any value added tax (including GST as defined and applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth)), any withholding tax or any other direct or indirect tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or services made under or in respect of this Agreement.
    • Term is the term of this Agreement determined in accordance with clause 20.
  • 26.2 Interpretation
    • In this Agreement, including a Services Order and Service Package, unless expressly stated otherwise:
      • (a) clause headings have been inserted for convenience only and will not be taken into account in interpreting the Agreement;
      • (b) words importing the singular will include the plural and vice versa;
      • (c) a reference to a person includes an individual, a corporate or unincorporated body (whether or not having separate legal personality);
      • (d) reference to a party to this Agreement includes reference to that party’s legal representative, successors and assigns; and
      • (e) references to currency are references to US dollars.