Aerologix Customer Services Agreement- Client
You must scroll through and read all of the terms and conditions of this Aerologix Customer Services Agreement (ACSA) before clicking on “ACCEPTED”. This is a binding legal agreement between you (or the company or other entity you represent) and Aerologix Pty Ltd ABN 38 634 269 211 (Aerologix).
By clicking “ACCEPTED” you agree to comply with all obligations, terms and conditions set out below. Defined terms are set out in clause 7 of this ACSA.
Aerologix does not provide drone or flying services to Customers under this ACSA. Aerologix provides this website (the Aerologix Platform) for Customers and Pilots to find each other and buy and sell flying, photography and other services. You will therefore be required to enter into a contract with a Pilot who will provide you with flying, photography and other services (Flying Services).
1. Scope of Contract Services
1.1 This is an agreement under which the Customer may use the Aerologix Platform.
1.2 othing in this ACSA requires the Customer to purchase, nor Aerologix to provide, any particular, or any minimum, quantity of any Service.
2. Services
2.1 Aerologix may provide you with access to the Aerologix Platform in its absolute discretion.
2.2 Aerologix may terminate your access to the Aerologix Platform, and cancel any Flying Services, without notice to you in its absolute discretion.
2.3 Aerologix does not guarantee or warrant the accuracy or suitability of any Flying Services.
3. Customer’s Obligations
3.1 he Customer must:
(a) provide Aerologix with complete and accurate information about the Customer and desired Flying Services in a timely manner as may be needed to facilitate the use of the Aerologix Platform;
(b) provide accurate billing and lawful payment information;
(c) not use the Aerologix Platform to acquire or attempt to acquire Flying Services that are or may be illegal, harassing, obnoxious, or a breach of any law, regulation, or standard.
3.2 The Customer warrants that it has the authority to allow Aerologix or its contractors to carry out any Flying Services the Customer requests.
3.3 The Customer releases Aerologix from all claims and liability in arising out of or relation to:
(a) The provision of access to the Aerologix Platform;
(b) Use by the Customer of the Aerologix Platform
(c) provision of Flying Services by a third party.
3.4 The Customer must not copy or reverse engineer the Aerologix Platform, nor breach any of Aerologix’s Intellectual Property Rights in the Aerologix Platform.
3.5 The Customer acknowledges and agrees that the unauthorised disclosure, use or copying of the Aerologix Platform or items comprising its Intellectual Property Rights may cause Aerologix serious financial loss that may not be adequately compensated by monetary damages. Accordingly, in the event of any unauthorised disclosure, use or copying of Aerologix IP the Customer agrees that Aerologix will have the right to obtain injunctive relief to enjoin such unauthorised disclosure, use or copying of the Aerologix IP.
4. Privacy
4.1 Aerologix and the Customer each must:
(a) comply with the requirements of the any privacy law in the country in which the party (and/or the individual about whom the Personal Information relates) is located, and in any country to which the Personal Information is to be sent;
(b) only use, manipulate, store and handle Personal Information for the purposes of meeting its obligations under this Agreement.
4.2 The Customer covenants that the Customer has obtained the express informed consent from each individual about whom Aerologix will obtain Personal Information from the Customer as a result of this Agreement for Aerologix, its Representatives and their permitted successors, assignees and sublicensees to use that individual’s Personal Information in any manner that may be reasonably contemplated by this Agreement and/or is stated in Aerologix’s privacy policy (as available on the Website), including a transfer overseas to the countries stated in the privacy policy.
4.3 The Customer covenants that it will not acquire or attempt to acquire Flying Services that may or will breach any law that relates to Privacy in the location of the Flying Services.
5. Indemnity and Liability
5.1 The Customer must indemnify on demand all of Aerologix’s costs, losses, expenses, and payment of damages for any breach by the Customer or on behalf of the Customer of clauses 3 and 4.
5.1 The Customer must indemnify on demand all of Aerologix’s costs, losses, expenses, and payment of damages for any breach by the Customer or on behalf of the Customer of clauses 3 and 4.
(a) the replacement of the goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods;
(d) the payment of the cost of having the goods repaired,
unless it is not fair or reasonable for Aerologix to rely on this term of the agreement.
5.3 Where the Customer is entitled to a statutory guarantee under sections 60 to 62 of the Australian Consumer Law, then to the extent that Aerologix fails to comply with such guarantee Aerologix’s liability for such a failure is limited to, at Aerologix’s option:
(a) supplying the services again; or
(b) payment of the cost of having the services supplied again,
unless it is not fair or reasonable for Aerologix to rely on this term of the agreement.
5.4 For any claim that is not provided for under clauses 5.2 and 5.3, to the extent permitted by law, Aerologix is not liable to the Customer in contract (including under an indemnity), tort (including negligence), breach of statutory duty or otherwise in respect of any loss, damage or expense arising out of or in connection with the Services, the Deliverables or the relationship between the Parties that:
(a) is an indirect, consequential, special, punitive or exemplary loss, damage or expense, even if Aerologix has been advised of, knows of, or should have known of the possibility of such loss, damage or expense;
(b) is for loss of profits, loss of revenue, failure to realise expected savings, lost or damaged data, business interruption or loss of goodwill;
(c) where the claim alleges defective Services or Deliverables; is for an amount that exceeds the Price paid under the relevant Order Form, in the 6 months prior to the date that the claim arose; and
(d) in all other cases, is for an amount that exceeds $100,000.
5.5 Aerologix is not liable to the Customer for any loss suffered by the Customer due to Aerologix’s inability to comply with its obligations under this SACA as a result of communication or information technology system failures, failure of the Aerologix Platform to be available or operate correctly, atmospheric conditions, accident, scarcity or materials, strikes, war, acts of God, government interference or from any cause beyond its control.
5.6 Each Party must make every effort to mitigate any loss, damage or expense that it may suffer arising out of or in connection with the Services, the Deliverables, this SACA or the relationship between the Parties.
5.7 The Customer may terminate this ACSA and any Flying Services in accordance with the Australian Consumer Law.
5.8 Termination of this ACSA for any reason does not:
(a) release the Customer from the obligation to pay any monies to Aerologix whether due before or after termination; or
(b) discharge either Party from any liability which has been incurred by that Party prior to termination.
6. General
6.1 Any notice that is to be given under this SACA must be in writing and signed by the
6.2 The Customer may give any notice that it is providing under the Australian Consumer Law, in accordance with that law.
Variation
6.3 The terms and conditions of this SACA can only be varied by written document signed by both Parties.
6.4 The provision of an Order Form can be varied by written document that has been signed by both Parties. An Order Form may not vary or alter the terms and conditions in the clauses of this SACA unless it is signed by both Parties and expressly states that it is amending the terms and conditions of the clauses in this SACA.
Assignment and Novation
6.5 Aerologix may transfer, assign or novate the whole or any part of this SACA, including the right to receive any amount payable under this SACA without the prior written consent of the Customer. Notwithstanding any other provision in this SACA, Aerologix may disclose any of the Customer’s Confidential Information that is reasonably necessary to affect any transfer, assignment or novation. The Customer must promptly sign any documents reasonably requested by Aerologix to affect such transfer, assignment or novation.
Waiver
6.6 No part of this SACA shall be deemed waived, amended or modified by either Party, unless the waiver, amendment or modification is in writing and signed by both Parties.
Severability
6.7 If any part of this SACA is for any reason declared invalid or unenforceable the validity of the remaining portion of this SACA will not be affected and the remaining portion will remain in force.
Rights are Cumulative
6.8 Except as expressly provided otherwise in this SACA, the Parties’ rights and remedies under this SACA are cumulative and there is no obligation to exercise a particular remedy. If a Party is in breach of this SACA, the non-breaching Party may avail itself of all other rights, remedies and causes of action available at law, in equity or otherwise.
Entire Agreement
6.9 To the extent permitted by law:
(a) this SACA records the entire agreement between the Parties in relation to its subject matter, and supersedes all previous negotiations, understandings or agreements in relation to the subject;
(b) all conditions, warranties, guarantees or rights, including any implied by custom or other circumstance, that are not expressly specified in this Agreement, are excluded.
Consent to Electronic Dealings
6.10 The Parties are entitled to rely on any notice or communication in electronic format, including any facsimile or email, that on its face appears authentic, and that has the purported author’s name on it to the same extent as if it were a written notice with the same contents. The Parties consent to this Agreement being signed or varied through electronic communication using electronic signatures.
Relationship
6.11 Nothing in this SACA is to constitute or be deemed to constitute a partnership among the Parties, joint venture, fiduciary relationship or franchise arrangement.
6.12
Except as specifically set out in this SACA, neither Party is authorised to act as agent for the other.
Applicable Law
6.13 The Agreement is governed by the laws of New South Wales, Australia. The Parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia and any courts competent to hear appeals from those courts.
7. Agreed Terms & Interpretation
Unless the context requires otherwise, the following words bear the meaning set out below:
7.1 Capitalised terms in the Contract Details have the corresponding meaning.
7.2 Aerologix IP includes:
(a) the reference architecture that Aerologix uses as its development platform whether existing at the date when the relevant Order Form is signed or whether developed further under this Agreement or independently;
(b) all tools (including installation, configuration, provisioning and testing tools), object codes, libraries routines and other similar items whether existing at the date when the relevant Order Form is signed or whether developed further under this Agreement or independently;
(c) all software, tools and object codes, libraries routines and other similar items whether existing at the date when the relevant Order Form is signed or whether developed further under this Agreement or independently;
(d) any adaptations, translations or derivatives or any of the above that may be created in connection with the work being performed under the relevant Order Form.
7.3 Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
7.4 Customer, you, your means the person who uses the Aerologix Platform, or the legal entity the user represents, as the case may require.
7.5 GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
7.6 Intellectual Property Rights means copyright, trademarks, design rights, service marks, patent, semiconductor or circuit layout rights, trade secrets, know-how, database rights or other rights in the nature of intellectual property rights (whether registered or unregistered), or any right to registration of such rights, existing anywhere in the world, or protected by statute from time to time.
7.7 Party means each of Aerologix and the Customer.
7.8 Personal Information includes:
(a) information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;
(b) information which is defined as being subject to any privacy law that binds either of the Parties to this Agreement.
7.9 Tax Invoice means an invoice that is in a form that complies with A New Tax System (Goods and Services Tax) Act 1999 (Cth).
7.10 Taxes includes any GST, sales taxes, duties, withholding taxes, levies, tariffs, imposts or other charges levied by any federal, state or local government in Australia or elsewhere, that arise out of or in connection with any Deliverable, Service or this SACA, and any interest, penalties or liabilities incurred on such amounts, but excludes taxes based on the net income of Aerologix.
7.11 “includes” or “including” are not words of limitation.
Signed as an agreement
Terms last updated December 17 2022
