Welcome to Aquipa, a SaaS certification management platform that enables organisations (“Clients”) to track and record the certifications held by their suppliers, contractors, and vendors (“Suppliers”). Except as specifically described below in THIRD PARTY SERVICES, the Aquipa services and Site (collectively, “Aquipa Network” or “Aquipa Services”) are operated by Aquipa Pty Ltd and its corporate affiliates (collectively, “us”, “we”, “our” or “Aquipa”) and are made available through our website at https://plantguard.tech or the mobile version (together the “Site”). Your use of the Aquipa Services and the Site is governed by these Terms of Service (“Terms of Service” or “Agreement”), whether or not you are a registered subscriber to the Aquipa Services or the Site.
1. Your Agreement To Terms Of Service
By clicking the box below You are signifying that You have read, understand and agree to be bound by the terms of this Agreement whether or not you are a registered subscriber to the Aquipa Services or the Site. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Site or the Aquipa Services. This Agreement constitutes a binding agreement between You and Aquipa. If You do not agree to the terms of this Agreement, You should immediately leave this Site and may not use the Aquipa Services.
Aquipa reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time with 30 days’ prior notice. If we do this, we will post the changes to these Terms of Service on this page with 30 days’ prior notice and will indicate at the top of this page the date these terms were last revised. Your continued use of the Aquipa Services or the Site after any such changes constitutes your acceptance of the new Terms of Service.
If you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to use or access) the Aquipa Services or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Service and to review such changes.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE OR PURCHASING AND/OR USING SERVICES OFFERED BY Aquipa. THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
2. Payment And Gst
When You subscribe to the Aquipa Services and or the Site, we save your credit card number. Unless You terminate your subscription, Your credit card will be automatically charged each time You upgrade Your subscription by adding a product.
If Your credit card information changes, You must update credit card information in the Account Settings in your Aquipa account. If Aquipa is not able to charge Your credit card as described above, Your subscription will be terminated as of the end of Your then current subscription term.
Terms used in this paragraph which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“GST Act”) have the same meaning in this paragraph as in the GST Act. All consideration to be paid or provided to Aquipa under this Agreement is expressed inclusive of GST. If GST is payable on any supply made under this Agreement, You must pay Aquipa an additional amount equal to the GST payable on the supply.
- “You” and “Your” refer to, and includes, You, both individually, as the Employee of the Client or Supplier using or accessing the Aquipa Services or Site, as well as the Client or Supplier entity you represent.
- “Employee” refers to any employees or agents of a Client or Supplier accessing the Aquipa Services and/or Site on behalf of the Client or Supplier.
4. Aquipa Services
Our Aquipa Services are those Aquipa Services that We make available to You as a member of the Aquipa Network through Our Site or otherwise.
Aquipa reserves the right to change, modify, suspend or discontinue all or any portion of the Site or any of the Aquipa Services, in its sole discretion, with 30 days’ prior notice. Aquipa may also impose limits on certain features or restrict Your access to parts of or the entire Site in its sole discretion and without notice or liability.
Aquipa may change pricing for the Aquipa Services at any time. You will be notified, in writing, at least 30 days before any increase in service fees beyond the then current pricing. If you are a Supplier and your subscription changes to a new pricing tier, you will be notified at least 30 days before the price increase takes effect. This Agreement (including the changed pricing) will remain in effect unless You deliver written notice of termination to Aquipa within 30 days following such notice.
You understand that all information, data, text, software, graphics, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. Aquipa does not control the Content posted on the Site, or made available through the Aquipa Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Aquipa Services and/or Site, You may be exposed to Content that You may consider to be offensive, indecent or objectionable. Under no circumstances will Aquipa be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the Site.
You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content created by Aquipa or submitted to Aquipa.
You acknowledge, consent and agree that Aquipa may access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
- comply with legal process;
- enforce this Agreement;
- respond to claims that any Content violates the rights of third parties;
- respond to Your requests for customer service; or
- protect the rights, property or personal safety of Aquipa, its users and the public.
6. Third Party Services
Aquipa may make third party services available to You through the Site (“Third Party Services”). Use of Third Party Services is governed by the terms provided by the supplier of the Third Party Services. Aquipa assumes no liability or responsibility whatsoever for Third Party Services You elect to use. You may not install or use any Third Party Services in a manner that creates any obligations for Aquipa. Solely for Your convenience, Aquipa may include charges for the Third Party Services as part of Your subscription.
7. Use Of The Aquipa Services
You are granted a limited non-exclusive, non-transferable, revocable license to access and use the Aquipa Services and Content for which you have a valid subscription strictly in accordance with this Agreement solely for Your legitimate internal business purposes. Only Employees authorised by the subscribing Client or Supplier may access and use the Aquipa Services and Site. Any use of the Aquipa Services or Content other than as specifically authorised herein, without the prior written permission of Aquipa, is strictly prohibited. Unless explicitly stated, nothing in this Agreement shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. This licence is revocable at any time without notice and with or without cause.
You may not:
- copy, print (except for Your own archival purposes in connection with your authorised use of the Aquipa Services), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Aquipa Services or any Content retrieved from it;
- use any Content from the Aquipa Services in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Aquipa or any third parties;
- make any portion of the Aquipa Services available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future;
- use the Aquipa Services for the purpose of gathering information for or transmitting unsolicited commercial email, telephone calls or facsimile transmissions: or
- use the Aquipa Services in a manner that violates any applicable law, rule or regulation.
8. User Content And Privacy
“User Content” includes all Content that You may upload or submit to Aquipa in connection with Your use of the Aquipa Services and Site. You, and not Aquipa, are entirely responsible for all User Content that You upload, post, email, transmit or otherwise make available through the Aquipa Services or the Site. You shall be solely responsible for your own User Content and the consequences of submitting such User Content.
You hereby grant to Aquipa a non-exclusive, transferable, fully-paid, worldwide, perpetual, irrevocable license and right:
- to use, modify, copy, reproduce, transmit, sub-license, index, model, aggregate, publish, display and distribute Your User Content to provide the Aquipa Services to You and all of Aquipa’s other Client and Supplier customers; and
- to irrevocably anonymise and aggregate Your User Content in order to perform research and development activities and statistical analysis, develop analytic models and to develop and provide other products and services.
9. Supplier User Content
Notwithstanding the foregoing, if You are a Supplier and have submitted User Content, You acknowledge and We agree that:
- Your Supplier User Content will be shared with other authorised Client users appearing on Your “Client List” which are linked to Your account;
- You control which Clients are linked to Your account and can review any time by logging in to Your account; and
- at any time You can add or remove any Client from the Client List by either contacting Us or using the Web interface.
Our consortium Client members of the Aquipa Network may add Your account to the approved “Supplier List” of such Client. This generates a notification email to Your primary user, stating which Client added You to its approved Supplier List and when. If You do not wish to associate Your account with that Client, You may remove Your account from their approved Supplier List by contacting Us, in which case the Client will be notified that You requested to be removed from such Client’s approved Supplier List.
We are not responsible for record retention with respect to Your records or any information You provide to Us in connection with Your use of the Aquipa Services and Site. Unless, prior to our disposal of any of Your information, You specifically request in writing to have any of Your documentation returned to You, We have the right to dispose of such information without returning such information to You.
10. Aquipa Proprietary Rights
Aquipa (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Aquipa Services (and all of the underlying technology, software and analytics), and Content provided by Aquipa (but excluding Your User Content), any models, methods, algorithms, discoveries, inventions, modifications, customisations, enhancements, extensions, derivatives, materials, ideas and other work product that is conceived, originated or prepared in connection with the Aquipa Services or the Site or related to this Agreement.
Aquipa and other Aquipa graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Aquipa in Australia and/or other countries. Aquipa’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Aquipa.
11. Your Representations And Warranties
You represent, warrant, and covenant that:
- You are entering into this Agreement in Your professional capacity for professional purposes only, as a specialised services provider (if You are a Supplier), or as an operator in the field for which You seek a Supplier (if You are a Client);
- You possess the legal right and ability to enter into this Agreement and to comply with its terms;
- You will use the Aquipa Services and Site for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies;
- the information that You provide is truthful and accurate and You have the right to provide such information;
- You agree not to:
- use the Aquipa Services or Site for fraudulent or unlawful purposes;
- attempt to decompile, reverse engineer, disassemble or hack the Site, or to defeat or overcome any encryption technology or security measures implemented by Aquipa with respect to the Site, or any of the Aquipa Services and/or data transmitted, processed or stored by Aquipa;
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or
- upload, post, email, transmit or otherwise make available any material that contains software viruses.
12. Your Confidentiality Obligations
Our “Confidential Information” is defined as:
- any and all information to which You are given access or receive regarding any other Supplier or Client; and
- any information, including, but not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes, disclosed by Us or revealed as a result of Our provision of the Aquipa Services, provided, however, that Confidential Information shall not include any information that:
- is or becomes generally known to the public without breach of any obligation owed to Us or any Client or Supplier;
- was known by You prior to its disclosure by Us or any Client or Supplier;
- is received from a third party without breach of any obligation owed to the Us or any Client or Supplier; or
- was independently developed by You without the use of or reference to Our Confidential Information.
You shall not use or disclose any of Our Confidential Information for any purpose other than for Your legitimate internal business purposes as necessary to realise the benefits of the Aquipa Services offered by Us to You. You will use the same degree of care that You use to protect Your own confidential information of a like kind (but not less than reasonable care). You will limit access to Our Confidential Information to those employees and personnel who need that access for purposes consistent with realising the benefits of the Aquipa Services and Site as offered by Us to You.
13. Indemnification For Third Party Claims
You agree to defend, indemnify and hold harmless Aquipa and Our officers, directors, members, managers, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Loss”) arising out of or resulting from any third party claim, suit, action or proceeding arising out of or resulting from Your use of the Aquipa Services or Site, including, but not limited to, any third party claim, suit, action or proceeding arising out of such third party accessing the Content provided by You in connection with Your use of the Aquipa Services or Site.
14. Limitation Of Liability
To the maximum extent permitted by law, in no event will Aquipa be liable to you for any loss of use, revenue, or profit or loss of data or for any indirect, consequential, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not we have been advised of the possibility of such damages. To the maximum extent permitted by law, Aquipa’s aggregate liability arising from or relating to this Agreement shall not exceed the amounts actually paid by or due from You in the twelve (12) month period immediately preceding the event giving rise to such liability.
15. No Warranties
Subject to the following paragraph and to the maximum extent permitted by law, You acknowledge and agree that Aquipa makes no warranty of any kind, whether express, implied, statutory or otherwise, and we specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, correctness, completeness or correspondence with description and any warranty arising from a course of dealing, usage, or trade practice. All services provided by Aquipa hereunder are performed and provided on an “as-is” and “as available” basis.
Where a mandatory term is implied by law or a mandatory consumer guarantee applies to goods or services provided in connection with this Agreement, the mandatory term or mandatory consumer guarantee shall be deemed to be included in this Agreement. However, Aquipa’s liability for any breach of such guarantee, condition or warranty shall be limited, at Aquipa’s option, to one or more of the following:
- if the breach relates to goods, the replacement or repair of the goods, the supply of equivalent goods or the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods; or
- if the breach relates to services, the supplying or cost of having supplied the services again.
You acknowledge that access and use of the Aquipa Services and/or Site (including the software operating in connection with the Site) may be interfered with by factors outside of Aquipa’s control.
Your right to access and use the Aquipa Services and the Site will continue until terminated. If You breach any of these Terms of Service, Aquipa may immediately terminate Your access to the Aquipa Services and the Site by giving notice to You. You may terminate Your access to the Aquipa Services and the Site by written notice to Aquipa. Upon termination of Your access to the Aquipa Services and the Site for any reason, You shall cease all use of the Aquipa Services and the Site.
Unless otherwise required by law, termination of this Agreement for any reason will not entitle You to any refund of amounts paid in relation to Your use of the Aquipa Services or the Site.
17. Governing Law
This Agreement is governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of its courts and the courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.
Aquipa has designed the Aquipa Services and the Site for use only within Australia and makes no warranties, guarantees or representations with regard to use by persons accessing, downloading or otherwise using the Aquipa Services and/or the Site outside Australia.
The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.
18. Miscellaneous Terms
You and We are independent contractors to each other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Us.
You may not assign or delegate Your rights or obligations under this Agreement without the prior written consent of Aquipa. Aquipa may assign its rights and obligations under this Agreement including without limitation, in connection with the sale of Aquipa, whether by merger, asset sale, stock sale or otherwise. Further, Aquipa may perform any or all of its obligations through an affiliate or a third party contractor.
Any provisions of this Agreement which are intended by their nature to survive termination or expiration shall so survive.
provision of this Agreement that is held to be invalid, illegal or unenforceable will be deleted from this Agreement and the remaining provisions will continue in full force and effect.
19. Supplemental Terms
The terms of this Agreement are applicable for all users of the Site and Aquipa Services. However, in order to properly govern additional terms of Your use of the Site and the Aquipa Services, below are links to supplemental terms, which are hereby incorporated into this Agreement by this reference.