Terms & Conditions

Updated 01/07/2021 (DD/MM/YYYY)

Parties:                

Yuva AI: (ABN: 47 670 240 606) of Level 2, 155 Queen Street, Brisbane QLD 4000 (herein the “Product Provider”)

User: A user of the Yuva AI’s Synthetic Data Generation website (https://yuva.ai/) (herein the “Client”) 

Recitals

 

  1. The Product Provider operates a leading synthetic data generation organisation in Australia.
  2. The Client carries on a business that requires the use of data consolidation for machine learning applications.
  3. On receipt of payment, the Product Provider and the Client have agreed that the Product Provider will provide the Products to the Client on the terms set out in the Purchase Order.

PRODUCT AGREEMENT

  1. DEFINITIONS AND INTERPRETATION
  • DEFINITIONS

ACL means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Background IP means any Intellectual Property Rights, or the works, subject matter other than works or otherwise in which the Intellectual Property Rights of the Product Provider subsist which are required for the purposes of providing the Products to the Client.

Business Day means a day banks are ordinarily open for business in Queensland.

Client Data means the data derived by the Product Provider using the Background IP in the performance of this Agreement and Products rendered to the Client.

Commencement Date is the date referred to in the delivery schedule discussed with the Client prior to commencement.

Confidential Information means information disclosed by or behalf of one party to another party in connection with this Agreement which has been designated as confidential by the party disclosing the information, or any Confidential Data including Data Analytics or Information that is disclosed in the course of providing the Products, or information which by its nature should reasonably be considered to be confidential, but does not include:

  • any information which is in the public domain at the time of its disclosure or subsequently becomes part of the public domain other than as a result of a breach by the person receiving the Confidential Information;
  • any information that was known to the party receiving the Confidential Information at the time of disclosure of the Confidential Information except as a result of a prior confidential disclosure by the party disclosing the Confidential Information; or
  • any information that is disclosed to the party receiving the Confidential Information by any third-party who is not known to the party receiving the Confidential Information to be acting in breach of a confidentiality obligation owed to the party disclosing the Confidential Information.

Corporations Act means the Corporations Act 2001 (Cth).

Documentation is all the documentation which the Client provides to the Product Provider in accordance with this agreement in whatever format or on whatever medium including plans, drawings, specifications, calculations, models, software, computer programs and databases.

Fee means the fees charged by the Product Provider to the Client as defined within the purchase order made on this website.

Purchase Order means the specific dataset to be generated by the Product Provider for the Client. This is stipulated inside the payment form supplied by the Product Provider.

Force Majeure Event means events, circumstances or causes beyond a party’s reasonable control including (but not limited to):

  • strikes, lock-outs or other industrial action;
  • civil commotion, riot, invasion, cyber-attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
  • fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, health emergencies, disease, or other natural disaster;
  • impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
  • interruption or failure of utility Products (including the inability to use public or private telecommunications networks);
  • interruption of networks or third-party Products (including 4G, 5G or web Products); and
  • the act, decrees, legislation, regulations or restrictions of any Government Agency, however, does not include a lack of funds.

GST has the same meaning as found in the A New Tax System (Goods and Products) Act 1999

(Cth)

Insolvency Event means:

  • a controller (as defined in section 9 of the Corporations Act), administrator or similar officer is appointed in respect of a person or any asset of a party;
  • a liquidator or provisional liquidator is appointed in respect of a party;
  • any application (that is not withdrawn or dismissed within seven days) is made to a court for an order, or an order is made, or a meeting is convened or a resolution is passed for the purpose of (i) appointing a person referred to in paragraph (a) or (b) of this definition; (ii) winding up or deregistering a person; or (iii) proposing or implementing a scheme of arrangement of a party, other than with the prior approval of the Agent under a scheme of arrangement pursuant to Part 5.1 of the Corporations Act;
  • any action, proceedings, procedure or step is taken for the purpose of implementing or agreeing: (i) a moratorium of any indebtedness of a party; (ii) any other composition, compromise, assignment or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of its creditors or a trustee;
  • any event occurs in relation to a party in any jurisdiction that is analogous, or has substantially similar effect those set out in paragraphs (c) and (d); or
  • a person is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), insolvent or unable to pay its

Intellectual Property Rights means all present and future rights to:

  • trade-marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, circuit layout rights, data information, data analytics and patterns and all similar rights in any party of the world (including know-how); and where the rights referred to in paragraph (a) are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such

Loss means any loss, liability, cost (including legal costs on a solicitor and own client basis), charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

Materials includes any:

  • physical material;
  • digital material
  • digital asset including cloud storage space; or
  • any other thing which is required to be obtained by the Product Provider in the delivery of the Products.

Products means the Products to be provided by the Supplier to the Customer under this Agreement, as detailed in the Purchase Order.

Tax Invoice has the same meaning as in the A New Tax System (Goods and Products Tax) Act 1999 (Cth).

Term means the period of time from the Commencement Date and the termination date as specified in the Term Sheet.

1.1       Interpretation

 

In this Agreement the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

  • Headings and subheadings are for convenience only and do not affect the interpretation of this Agreement.
  • References to clauses, schedules, annexures, appendices, attachments and exhibits are references to the clauses of, and the schedules, annexures, appendices, attachments and exhibits to, this Agreement.
  • References to parties are references to the parties to this
  • References to a party to any agreement or document include that party’s permitted assignees and successors, including executors and administrators and legal representatives.
  • Words denoting the singular include the plural and words denoting the plural include the singular.
  • Words denoting any gender include all
  • The word ‘person’ includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government
  • A reference to a body (other than a party to this Agreement), whether statutory or not, that ceases to exist or has its powers or functions transferred to another body is a reference to the body that replaces it or that substantially succeeds to its powers or
  • A reference to any agreement or document (including this Agreement) includes any amendments to or replacements of that
  • A reference to a law includes:
    • legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;
  • any constitutional provision, treaty or decree;
  • any judgment;
  • any rule or principle of common law or equity, and is a reference to that law as amended, consolidated, re-enacted, replaced or applied to new or different
  • Any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them
  • Any promise, agreement, representation or warranty given or entered into on the part of two or more persons is for the benefit of them jointly and each of them
  • No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this
  • If a period of time begins on a given day or the day of an act or event, it is to be calculated exclusive of that
  • A reference to time is a reference to time in the capital city of the State of
  • A reference to a Business Day is to be interpreted as the period of time commencing at 9:00 am and ending at 5:00
  • If any act is required to be performed under this Agreement by a party on or by a specified day and the act is performed after 5.00 pm on that day, the act is deemed to be performed on the next
  • If any act is required to be performed under this Agreement on or by a specified day and that day is not a Business Day, the act must be performed on or by the next Business
  • A reference to an amount of dollars, Australian dollars, $ or A$ is a reference to the lawful currency of the Commonwealth of Australia, unless the amount is specifically denominated in another
  • Specifying anything in this Agreement after the terms ‘include’, ‘including’, ‘includes’, ‘for example’, ‘such as’ or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the
  • Where this Agreement is executed for a party by an attorney, the attorney by executing it declares that the attorney has no notice of revocation of the power of
  • This Agreement includes all schedules, annexures, appendices, attachments and exhibits to it.
  • A reference to writing or written includes
  • Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding

2. General 

The parties agree to be bound by the terms of this Products Agreement in accordance with the Products rendered, and Products provided as specified in the Purchase Order and the (Agreement).

In the event of any inconsistency between these terms and any other documentation, the terms in the Agreement will prevail to the extent of such inconsistency.

Each party to this Agreement represents and warrants that its signatory whose signature appears on the execution page has been and is on the date of this Agreement duly authorised by all necessary corporate or other appropriate action to execute this Agreement.

3. Products

  • Supply of Products
    • In consideration of the payment of the Fee, the Product Provider agrees to provide the Client with the Products set out in Purchase Order. The Products do not include any items that are not expressly stated as being included, including without limitation the “excluded”

3.2 Scope of Products

  • The scope of the Products being provided is set out in the Purchase Order.
  • The Client may request the Product Provider to provide extra Products or make changes to the scope, which the Product Provider may accept or reject in its sole
  • The Product Provider will advise the Client of any additional fees payable in respect of any extra Products or changes and payment of fees is to be made in the same manner as Fees are due under this
  • Any variation, alteration or amendment to the Products specified within Purchase Order of this agreement must be agreed upon by all parties in writing and the delivery of those extra Products will be in accordance with the terms of this Agreement unless expressly agreed otherwise.

4. Term

 

  • This Agreement commences on the date that payment is made on the Purchase Order unless otherwise indicated in writing by the Product Provider and continues until the delivery of the Products has

5.  Payment 

  • Fees

The Client must pay to the Product Provider the fees and any other consideration in the amounts as set out in the Purchase Order or as otherwise agreed in writing.

5.2  Time for Payment

Payment of the Fees will be as specified in the Purchase Order.

Unless otherwise agreed and specified in the Purchase Order, all Fees are due and payable at the time the Product Provider sends the Purchase Order form.

All Fees in respect of Materials must be paid at the time stated by the Product Provider.

The Client acknowledges that the Product Provider may not deliver the Products until all Fees are paid in accordance with this clause.

5.3 Late Payment

If the Client fails to pay any amount when due under this Agreement, the Client acknowledges that the Product Provider may in its discretion:

  • suspend the provision of the Products to the Client, and the Product Provider will not be responsible for any Loss suffered by the Client because of this; and/or
  • charge the Client interest calculated at 12% per annum which shall accrue daily and compound monthly in respect of the overdue amount from the due date for payment up to the date of actual payment of all amounts

5.4 General

  • All Fees must be paid into the bank account nominated by the Product Provider or by any other means specified by the Product Provider in the Purchase Order.
  • The Client must pay to the Product Provider immediately on demand payment of all costs incurred by the Product Provider in collecting any outstanding amounts, including legal fees on a solicitor own client
  • The Client must pay the Product Provider all Fees and other amounts without set-off or claim under any circumstances, including if a dispute exists in relation to the Products
  • To the extent permitted by law, the payment of all Fees is non-refundable.

5.5 GST

Unless otherwise indicated, amounts stated in Purchase Order of this Agreement, do not include GST. In relation to any GST payable for a taxable supply by Product Provider, the Client must pay the GST at the same time as payment of the Fees and any other amounts payable as specified on the Purchase Order.

6. Client Obligations

  • Readiness
    • The Client must promptly, from the Commencement Date and throughout the Term (to the extent reasonably required to provide the Products):
      • provide the Product Provider with all documentation, information and assistance promptly on request;
      • provide access to any premises and any agreed equipment required by the Product Provider to perform the
    • Any failure by the Client to comply with the above may delay the provision of the Products and may incur additional Where the Client fails to be ready for the provision of the Products in accordance with this clause, and that prevents the progress of the Products, the Product Provider has the right to charge the Client for any part or parts of the Products already completed as well as any additional fees the Product Provider considers reasonably appropriate in respect of the delay. The Product Provider will not be liable for any Loss suffered by the Client as a result of the delay.

7. Timing

 

As part of Purchase Order of this agreement or in the course of the Product Provider performing the Products, the parties may agree to an additional Schedule for providing certain Products, including estimated dates of completion, deadlines or schedules (Deadlines) which may be stated in the additional Schedule or within the Purchase Order.

The Product Provider will use its best efforts to meet these Deadlines, however whilst the Product Provider always endeavours to meet Deadlines, sometimes it is not possible for the Product Provider to meet a Deadline and the Client agrees that any Deadlines the Product Provider agrees to (including those set out in Purchase Order of this agreement) are estimates only and non-binding on the Product Provider.

The Product Provider, in its sole discretion, reserves the right to revise Deadlines.

8. Confidentiality

 

  • Other than where:
    • disclosure is required to provide the Products;
    • the Confidential Information is in the public domain, except as a consequence of a breach of this clause;
    • expressly agreed by all parties in writing; or
    • required by law;

the parties must at all times:

  • treat and keep the other party’s Confidential Information confidential;
  • not use, or allow the use, of the other party’s Confidential Information by any third party; and
  • not disclose or allow the disclosure, of the other party’s Confidential Information or the fact of the disclosure of the other party’s Confidential Information to any third
  • If requested by a party, the other party must immediately return all of that first party’s Confidential Information, and any copies of the Confidential

9.  Intellectual Property

 

  • The Product Provider acknowledges that the Documentation is the exclusive property of the Client and is not to be used, copied or reproduced for any purpose other than for the performance of the Product provision.
  • The Client grants the Product Provider a licence to use, store and reproduce the Documentation for the Term for the purposes of providing the
  • For the avoidance of doubt, the Product Provider retains its right and title in all Background IP which would otherwise pass to the Client in accordance with this
  • Upon completion of the Term or earlier termination of this agreement pursuant to Purchase Order herein, the Product Provider must return to the Client the Documentation (including any electronically stored information in respect of the Products) and any and all documents or Intellectual Property the Client has supplied to the Product Provider in respect of the
  • The Product Provider will do all things reasonably requested by the Client to ensure compliance with this

10. Disclaimer & Limitation of Liability

 

The Product Provider provides the Products on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law. Subject to the other terms of this clause, the Product Provider excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Products that are not expressly set out in this Agreement to the maximum extent permitted by law.

To the extent that the ACL applies, nothing in this Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the ACL, or the exercise of a right conferred by such a provision, or any liability of the Product Provider

in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of Products.

Where any law (including the ACL) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, the Product Provider’s liability for breach of that non-excludable condition, warranty or guarantee will, at the Product Provider’s option, be limited to the supply of the Products again, or the payment of the cost of having them supplied again.

Subject to the other terms of this clause, the Product Provider’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement:

  • is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill; and
  • is limited, insofar as concerns other liability, to the total fees paid by the Client to Product Provider under this Agreement in the one month period preceding the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

In this clause, “ACL” means the Australian Consumer Law (as set out in Schedule 2 to the

Competition and Consumer Act 2010 (Cth)).

11. Indemnity

 

  • The Client indemnifies the Product Provider from and against all losses, claims, expenses, damages and liabilities (including any direct, indirect, special or consequential losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses which arise out of:
    • any breach of this Agreement or any applicable laws by the Client;
    • any breach of any third party’s rights by the Client; or
    • any negligent, fraudulent or criminal act or omission of the Client or its

12. Termination

 

  • Either party may terminate this Agreement, immediately on written notice to the other party if:
    • the other party is in breach of any term of this Agreement and:
      • fails to rectify the breach upon being given 7 days’ written notice to do so; or
      • the breach is unable to be rectified; or
    • suffers an Insolvency
  • Upon termination of this Agreement, the Client must promptly pay:
    • the Product Provider’s expenses to date;
    • payments required by the Product Provider’s suppliers to discontinue their work;
    • usual time charges for the work of the Product Provider’s staff to date;
    • the Product Provider’s standard fees in relation to work already performed; and/or
    • an equitable amount by way of profit margin on the preceding

12.3 Survival

Any provision of these terms which, by its nature, would reasonably be expected to be performed after the termination, shall survive and be enforceable after such termination.

Termination of this Agreement shall be without prejudice to the rights and liabilities of the parties which arose prior to the termination.

13  Dispute Resolution

 

  • The parties must comply with the following process to resolve a dispute between them, before commencing
  • A party to a dispute which arises in connection with this Agreement may give to the other party or parties to the dispute a notice specifying the dispute and requiring its resolution under this
  • Within 14 days after a notice is given under sub-clause (b) of this clause (or such longer period as is agreed in writing by the parties to the dispute) each party to the dispute must use its best efforts to resolve the dispute in good
  • If despite the parties’ best efforts a dispute not resolved within 14 days after notice a party may by notice to the other party or parties to the dispute refer the dispute for mediation in accordance with the Mediation Rules of The Institute of Arbitrators and Mediators The mediation will be conducted by a mediator to be appointed by agreement of the parties or in default of agreement to be appointed by the President of the Law Institute of Queensland or their nominee at the request of a party.
  • If the dispute is not resolved within 14 days after the appointment of the mediator any party may take legal proceedings to resolve the
  • The provisions of this clause do not prevent any party from obtaining any injunctive, declaratory or other interlocutory relief from a Court which may be urgently

14 Force Majeure

 

  • The Product Provider will not be in breach of this Agreement or liable to the Client for any loss incurred by that other party as a direct result of the Product Provider failing or being prevented, hindered or delayed in the performance of its obligations under this Agreement where such prevention, hindrance or delay results from a Force Majeure
  • If a Force Majeure Event occurs, the Product Provider must notify the Client in writing as soon as practicable and that notice must state the particulars of the Force Majeure Event and the anticipated delay.
  • On providing the notice in clause 2, the Product Provider will have the time for performance of the affected obligations extended for a period equivalent to the period during which performance has been delayed, hindered or prevented. However, the Product Provider must continue to use all reasonable endeavours to perform those obligations.
  • The performance of the affected obligations must be resumed as soon as practicable after such Force Majeure Event is removed or has

15 General

  • Governing Law

This Agreement is governed by the law applying in Queensland, Australia.

15.4 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

15.5 Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).

15.6 Severability

If a clause of this Agreement is void or unenforceable it must be read down to the extent necessary to give it legal effect or severed from if it cannot be read down and the remaining part and provisions shall remain in full force and effect.

15.7 Notices

Notices may be given in any manner allowed for by section 109X of the Corporations Act or by email to a party’s nominated email account. A Notice is deemed to have been received if it is received between the hours of 9:00am to 5:00pm on a Business Day. In the event a Notice is received outside of these times, that Notice is deemed to have been received at 9:00am on the following Business Day.

15.8 Amendments

This Agreement may only be amended by a document signed by each party.

15.9 Waiver

No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

15.10 Further Acts and Documents

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.

15.11 Entire Agreement

This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject

SCHEDULE C – Additional Terms/Information 

  1. The Parties will abide by the Limited Non-Disclosure Agreement contained in Schedule
  2. A User Purchase Order shall be binding on the Product Provider until accepted in writing by the Product Provider, and the Product Provider shall have no liability to the User with respect to a Purchase Order that is not accepted.
  3. Delivery against a Purchase Order shall be deemed to constitute Product Provider’s acceptance thereof, subject to the Terms and Conditions.
  4. All Purchase Orders shall be subject to these Terms and Conditions, whether or not the Purchase Order so state. Purchase Orders accepted by the Product Provider may not be cancelled or modified by the User without prior written consent of the Product Provider.
  5. In the event the Product Provider has accepted the User’s Purchase Order in writing, the User may not charge its purchase order unless the Product Provider accepts any change(s) requested by the User (whereby the Product Provider reserves the right to revise the price and delivery schedule).

SCHEDULE D – Limited Non-Disclosure Agreement

  1. DEFINITION

Confidential Information means any information or material whether proprietary, commercial, developmental, technical, sensitive or otherwise including processes, procedures, trade secrets, know-how, designs, models, tools, methods, inventions, creations, discoveries, tests, technologies, machinery, manuals and other documentation, which are disclosed by a Party (“Disclosing Party”) or any of its associated companies to another Party (“the Receiving Party”) either:

  • in writing and marked “confidential” at the time of such disclosure; or
  • orally; and
  • identified as confidential; and
  • summarised in writing by the Disclosing Party to the Receiving Party within three days of such oral disclosure;

but not including information or material which:

  • the Receiving Party can show was publicly known at the time of disclosure by the Disclosing Party, or has become publicly available after such disclosure other than as a consequence of a breach of this Agreement;
  • the Receiving Party can show it had received or had access to prior to its disclosure and that such prior reception or access was not in any way prohibited by any confidentiality obligation or restriction on use;
  • the Receiving Party is authorised to disclose on the basis of a written agreement with the Disclosing Party, without prejudice to the other provisions of this definition; or
  • is required to be disclosed pursuant to any applicable and enforceable law, regulation or final judicial decision, provided that the Receiving Party delivers notice of such requirement to the Disclosing Party at the earliest opportunity and that it co-operates with the Disclosing Party in contesting or restricting such required disclosure should the Disclosing Party decide to do

2.  Confidential Information

  • Except with the prior written consent of the Disclosing Party, the Receiving Party shall only use, copy or reduce Confidential Information into tangible, visible or recorded form as is necessary for the performance of the
  • The Receiving Party shall not disclose, distribute or disseminate any Confidential Information, in any form, to any individual or entity, except to those of its Employees, subcontractors, consultants or professional advisers that have a reasonable and demonstrable need to know the Confidential Information for the purpose of the Project, provided that they are bound by confidentiality obligations no less onerous than, and substantially similar to, those set forth in this
  • The Receiving Party shall treat any Confidential Information it receives from the Disclosing Party with at least the same degree of care that it applies with respect to its own confidential information and, in any event, with no less than reasonable The Receiving Party shall take all necessary measures to prevent unauthorised or accidental disclosure of the Confidential Information. In the case of any such disclosure, the Receiving Party shall bear the burden of proving that it has exercised the required care.
  • The Receiving Party shall promptly notify the Disclosing Party if it becomes aware of a breach of this Agreement (including disclosure by any of its Employees) and shall take

all necessary measures to ensure that any disclosure or use in breach of this Agreement ceases immediately.

  • No Intellectual Property Rights or other proprietary rights are directly or indirectly licensed, granted or otherwise transferred to the Receiving Party through this Agreement or upon disclosure of any Confidential
  • The Receiving Party hereby acknowledges that any Materials supplied to it by the Disclosing Party are and remain the sole and exclusive property of the Disclosing Party.General