The following terms of sale and licence (Terms) apply to any products or services supplied by Green Brain Pty Limited ACN 008 265 852, including Green Brain products and/or services and constitute a binding agreement between Green Brain and the Customer.
A Customer's signature on this document, a Quote or Invoice containing these Terms or acknowledgement by email or any electronic manner is acceptance of these Terms. Even if the Customer does not sign or acknowledge any part of these Terms, if that Customer provides instructions for Green Brain to proceed with the supply of, and/or payment for, Green Brain Products or Services, accepts any part of the Green Brain Productsor Services, or submits an Order for any Green Brain Products or Services, that Customer is deemed to have accepted and agreed with these Terms. Until these Terms are accepted, Green Brain reserves the right to vary or alter any part of these Terms, including without limitation any fees specified in a Quote.
These Terms must be read in conjunction with any other applicable terms and conditions governing Green Brain. These Terms take precedence over any terms of trade contained in any document of the Customer or elsewhere.
1. Quotes and Orders
1.1 Quotes
(a) Green Brain may provide the Customer with a Quote for the supply of Green Brain Products and Services, including delivery or installation of the Green Brain Products or Services (where applicable). Any Quote issued by Green Brain is valid for 30 days from the date of issue.
(b) A Quote may be accepted by the Customer by submitting an Order to Green Brain.
1.2 Orders
(a) Every Order by the Customer for the provision of Green Brain Products or Services must be submitted in writing on Green Brain's standard Order form (unless otherwise agreed).
(b) Orders must be signed by an authorised representative of the Customer and Green Brain will rely on any signature on an Order as being a person who is authorised to bind the Customer.
(c) Green Brain may in its absolute discretion refuse to accept any Order, including where:
(1) Green Brain Products or Services are unavailable for any reason whatsoever;
(2) payment for Green Brain Products or Services previously provided to the Customer or any related corporation of the Customer or to any other party who is, in the reasonable opinion of the Green Brain, associated with the Customer under the same or another supply contract, has not been received by Green Brain; or
(3) for any other reason in Green Brain's discretion.
(4) Prior to the supply of Green Brain Products or Services, the Customer may request that its Order be varied by providing a request in writing to Green Brain.
(d) A request for a variation must be agreed to in writing by Green Brain in order to have effect.
2. Delivery and acceptance of Green Brain Hardware
2.1 Green Brain may delivery Green Brain Hardware to the Customer. At all times ownership of Green Brain Hardware shall be in accordance with clause 3 of these Terms.
2.2 The Customer shall inspect Green Brain Hardware when delivered to make sure it is in good condition and operation and in accordance with the Order. If the Customer fails to advise Green Brain in writing of any fault in the Green Brain Hardware or failure of any Green Brain Hardware to accord with the applicable Quote within 14 days of delivery of the Green Brain Hardware, the Customer is deemed to have accepted the Green Brain Hardware and to have accepted that the Green Brain Hardware is not faulty and accords with the applicable Quote.
2.3 Risk in the Green Brain Hardware passes to the Customer upon delivery of the Green Brain Hardware to the Customer. If any loss or damage to the Green Brain Hardware occurs after delivery of the Green Brain Hardware to the Customer and prior to return of the Green Brain Hardware to Green Brain, then Green Brain will be entitled to, and the Customer must pay to Green Brain, all payments with respect to such Green Brain Hardware in accordance with these Terms.
2.4 Between the delivery of the Green Brain Hardware and the passing of title pursuant to clause 3 of these Terms, the Customer must ensure and keep the Green Brain Hardware insured, to its value, with an insurer of recognised standing acceptable.
3. Installation
(a) The parties may agree on certain installation services to be provided by Green Brain in connection with the supply of the Green Brain Products. Where this is the case, a separate installation fee may be payable to Green Brain, as set out in the relevant Quote or otherwise agreed between the parties.
(b) If the Quote specifies that Green Brain will provide installation services with respect to the Green Brain Products, such installation services may include:
(1) unpacking the relevant Green Brain Hardware;
(2) connecting the Green Brain Hardware to the Customer's existing equipment;
(3) checking that the Green Brain Hardware is operating by checking that it can carry out some of its basic functions;
(4) tuning or configuring the Green Brain Hardware, if the Green Brain Hardware requires tuning or configuration; and
(5) installing any software (such as the Green Brain Software) on a computer to enable the Green Brain Hardware to perform its basic functionality.
(c) Any and all installation services that Green Brain agrees to provide (including as set out in any Quote) are subject to the Customer:
(1) providing sufficient space for the Green Brain Hardware to be placed, installed and/or fitted;
(2) providing sufficient space for Green Brain to work with the Green Brain Hardware and any existing equipment;
(3) supplying, or paying Green Brain for the cost of, any additional equipment or materials required to facilitate the installation, fitting or connection;
(4) clearing away any obstructions or items placed on or near the Green Brain Hardware;
(5) if the Green Brain Hardware is to be connected to existing equipment, ensuring that the Customer has all necessary cables to do so; and
(6) if the Green Brain Hardware requires the installation or configuration of software (such as the Green Brain Software) to make the Green Brain Hardware function or to configure the function, the Customer may be required to:
(A) provide Green Brain with access to any applicable computers, including providing appropriate user credentials or log-ins; and
(B) provide a broadband or other connection to the internet.
(7) The Customer is responsible for backing up any data the Customer may have on any computer or storage device which is to be the subject of, or to used in the performance of, the installation services and any other Services.
(8) If the installation of the Green Brain Products takes longer than any timeframe that may be specified in the applicable Quote, then additional time may be charged on a reasonable time-spent basis.
4. Title
(a) Legal title in the Green Brain Hardware will not pass to the Customer until all monies due and payable to Green Brain with respect to the Green Brain Hardware, and any applicable Quote, have been fully paid. This is so even if the Customer has taken possession of the Green Brain Hardware, or has enhanced or changed the Green Brain Hardware or performed work on them.
(b) Despite clause 4(a) where Green Brain Hardware is supplied by Green Brain to the Customer or its related company without payment in full of all monies payable in respect of the Green Brain Hardware, the Customer:
(1) is a mere bailee of the Green Brain Hardware until property in the Green Brain Hardware passes to the Customer;
(2) irrevocably appoints Green Brain its attorney to do all acts and things necessary to ensure the retention of title to goods including the registration of any security interest in Green Brain's favour with respect to the Green Brain Hardware under applicable law;
(3) must be able to, upon demand by Green Brain, separate and identify as belonging to Green Brain the Green Brain Hardware from other goods which are held by the Customer;
(4) must not allow any person to have or acquire any security interest in the Green Brain Hardware;
(5) agrees that, pursuant to s157 of the Personal Property Securities Act 2009, to waive the right to receive a Verification Statement in respect of a security interest registered by us;
(6) agrees that Green Brain may repossess the Green Brain Hardware if payment is not made on or before the date for payment specified in the relevant Invoice (or such other date that Green Brain may, in Green Brain's complete discretion, approve in writing); and
(7) the Customer grants Green Brain or Green Brain's agent an irrevocable licence to enter the Customer's premises, or the premises where the Green Brain Hardware is located, in order to recover possession of Green Brain Hardware pursuant to this clause. The Customer indemnifies Green Brain in respect of any damage to property or personal injury which occurs as a result of Green Brain entering the Customer's premises.
5. Green Brain Software
5.1 Licence
(a) The Green Brain Hardware may be bundled and supplied together with the Green Brain Software.
(b) Subject to payment of the Green Brain Access Fee, Green Brain grants the Customer a non-exclusive, non-sublicensable, non-transferable, licence to use the Green Brain Software, solely for Customer's internal use, strictly in accordance with this clause 5 (Licence).
(c) Green Brain shall retain all rights, title and interest in and to the Green Brain Software including all modifications, derivative works or improvements, and all related intellectual property rights.
5.2 Access
(a) In order to use the Green Brain Software the Customer will need to register with Green Brain and open an account. To do so, the Customer must complete the registration process in the manner described on the Green Brain website (www.greenbrain.net.au) or mobile app.
(b) A Customer account is non-transferable. However, the Customer may allow employees, contractors or agents (Authorised Users) to access the Green Brain Software through its account.
(c) The Customer is responsible for all activities that occur under its account (even if those activities are not undertaken by the Customer or an Authorised User).
5.3 Customer obligations
The Customer Must
(a) not copy, reproduce, translate, adapt, vary or modify the Green Brain Software without the express consent of Green Brain, except as expressly authorised by these Terms;
(b) supervise and control the use of the Green Brain Software in accordance with these Terms;
(c) ensure its Authorised Users are made aware of these Terms;
(d) use reasonable efforts to ensure that there is no unauthorised use of its account and not provide or otherwise make available the Green Brain Software in any form to any person other than those referred to in subclause (c) without the written consent of Green Brain; and
(e) only use of the Green Brain Software in compliance with all applicable laws and to not use, or allow any other person to use, the Green Brain Software for any illegal purpose.
5.4 No Warranty
(a) Subject to clause 5.3(b), Green Brain does not warrant:
(1) against interference with the Customer's enjoyment of the Green Brain Software;
(2) that the functions contained in or services performed or provided with respect to the Green Brain Software will meet Your requirements or will be fit for a particular purpose;
(3) that the operation of the Green Brain Software will be uninterrupted or error free; or
(4) that any defects in the Green Brain Software will be detected or corrected.
(b) Clause 5.3(a) is subject to any statutory rights which cannot be excluded (including under the Australian Consumer Law).
5.5 Terms of Licence
(a) The Licence commences upon the Customer's acceptance of these Terms and shall continue during the term set forth in the applicable Order or until terminated by Green Brain or the Customer.
(b) Termination by Customer. The Customer may stop using the Green Brain Software at any time. Termination does not relieve Customer of any obligation to pay any outstanding monies for Green Brain Products and/or Services, including Invoices for work already undertaken.
(c) Termination by Green Brain. Green Brain may, at any time, terminate the licence if:
(1) Customer breaches any provision of the Terms or act in a manner that clearly shows Customer do not intend to, or are unable to, comply with the Terms;
(2) Customer fails to make the timely payment of fees for Green Brain Hardware or Green Brain Access Fee;
(3) Customer (i) decompiles, disassembles, or otherwise reverse engineer Green Brain Software or attempts to discover any source code or underlying ideas or algorithms of the Green Brain Software, (ii) removes any product identification, copyright or other notices embedded within the Green Brain Software, (iii) modifies or creates a derivative work of the Green Brain Software, (iv) relicenses, provides lease or lends the Green Brain Software to any third party, or uses the Software for timesharing or service bureau purposes, (v) copies the Green Brain Software or any portion thereof except as provided herein, or (vi) discloses any performance information or analysis from any source relating to the Green Brain Software;
(4) Customer physically, verbally, or through other means abuses, threaten, bully, or harass Green Brain or Green Brain personnel;
(5) Customer has repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after Green Brain has asked Customer to stop;
(6) Green Brain is required to do so by law (for example, where the provision of Green Brain Products or Services or Green Brain Software is, or becomes, unlawful);
(7) Green Brain elects to discontinue Green Brain Products or Services or Green Brain Software, in whole or in part.
(d) Customer shall be aware that the termination of the Licence shall impact the use of Green Brain Hardware.
(e) Termination of the Licence pursuant to this clause shall not affect any rights or remedies which Green Brain may have otherwise under these Terms or at law.
(f) The licence for the Customer to use Green Brain Products may also include additional licence terms and/or conditions imposed by a third party. If this is the case, Green Brain will notify the Customer of the licence terms and conditions and the Customer must comply with these terms and conditions when using the Green Brain Products.
6. Payments
(a) Invoicing
(1) Unless otherwise agreed, upon delivery and installation of the Green Brain Hardware pursuant to an Order (Commencement Date), Green Brain will provide the Customer with an Invoice with respect to that Order. This Invoice shall include the cost of the relevant Green Brain Hardware and the first annual Green Brain Access Fee payable by the Customer.
(2) The Green Brain Access Fee is payable annually in advance. On each anniversary of the Commencement Date, Green Brain will provide the Customer with an Invoice for the Green Brain Access Fee for the following year.
(3) Unless otherwise agreed, the Customer must pay to Green Brain the price set out in each Invoice within 14 days of the Invoice (or such other period specified in the Invoice).
(4) If the Customer proposes to pay an Invoice by credit or charge card or through an online payment account, the Customer warrants that the Customer is the cardholder or account holder and that the billing information provided is accurate, and the Customer authorises Green Brain to charge the designated credit or charge card or online payment account for the total amount of the Invoice, plus any applicable GST.
(b) Payments
(1) Green Brain may from time to time in its absolute discretion offer extended terms of payment. Green Brain reserves the right to require full payment of all indebtedness, at any time. If any amounts owing to Green Brain are not paid within the relevant period then until paid in full Green Brain may charge interest on the balance outstanding at a rate equal to the cash rate target specified by the Reserve Bank of Australia plus three percentage points, and with interest on the Customer's account to accrue daily from the date the relevant amount became outstanding. Part payments shall be firstly applied against interest.
(2) Where applicable, the Customer agrees to pay for all GST (as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and other similar taxes imposed in any jurisdiction in connection with the supply of the Green Brain Products and Services to You.
(3) All payments made in connection with the Green Brain Products and Services are in Australian dollars and are non-refundable.
6.2 Personal Property Securities Act 2009
(a) These Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). The interest of Green Brain in the Green Brain Hardware and all proceeds from the sale of the Green Brain Hardware by the Customer to a third party is a security interest. Expressions defined in the PPSA have the same meaning when used in this clause 5.
(b) The Customer consents to Green Brain registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonable required by Green Brain to facilitate registration. Until such time as title in the Green Brain Hardware has passed to the Customer as contemplated by clause 4, the Customer agrees not to in any way assign, charge, lease or otherwise deal with the Green Brain Hardware in such a manner as to create a security interest over the Green Brain Hardware in favour of the Customer or any third party.
(c) The Customer waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by that Act and cannot be excluded.
(d) The Customer agrees that each of the following requirements or rights under the PPSA do not apply to the enforcement of Green Brain's security interest in the Green Brain Hardware or of these Terms:
(1) any requirement for Green Brain to give the Customer a notice of removal of accession;
(2) any requirement for Green Brain to give the Customer a notice of Green Brain's proposed disposal of the Green Brain Hardware;
(3) any requirement for Green Brain to include in a statement of account, after disposal of the Green Brain Hardware, the details of any amounts paid to other secured parties;
(4) any requirement for Green Brain to give the Customer a statement of account if Green Brain does not dispose of the Green Brain Hardware;
(5) any right the Customer has to redeem the Green Brain Hardware before Green Brain exercises a right of disposal; and
(6) any right the Customer has to reinstate these Terms before Green Brain exercises a right of disposal of the Green Brain Hardware.
7. Evidence of amount owing
A certificate issued by a director, secretary or manager of Green Brain sent to the Customer shall be sufficient evidence at all times of an amount due to Green Brain by that Customer.
8. Recovery costs payable by the Customer
Green Brain reserves the right to charge all costs incurred or which may be incurred in recovering or attempting to recover any products or amount owed by the Customer, including any debt collectors commission up to an amount of 20% and any solicitor's costs and charges incurred in recovering or attempting to recover any amount owed by the Customer. Any part payment shall be firstly credited against interest then debt recovery charges.
9. Exclusions and limitation of liability
(a) The Customer expressly agrees that use of the Green Brain Products or Services is at the Customer's risk. To the full extent allowed by law, Green Brain's liability for breach of any term implied into these Terms by any law is excluded. The Customer acknowledges that the Green Brain Products and Services are not for personal, domestic or household purposes.
(b) All information, specifications and samples provided by Green Brain in relation to the Green Brain Products or Services are approximations only and, subject to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect the Customer's use of the Green Brain Products or Services will not entitle the Customer to reject the Green Brain Products or Services upon delivery, or to make any claim in respect of them.
(c) To the maximum extent allowed by law, and subject to any statutory rights which cannot be excluded under the Australian Consumer Law:
(1) Green Brain gives no warranty in relation to the Green Brain Products or Services provided or supplied; and
(2) under no circumstances are Green Brain or any of Green Brain's suppliers liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits or loss of revenues), as a result, direct or indirect of any defect, deficiency or discrepancy in the Green Brain Products or Services including in their form, content and timeliness of deliveries, failure of performance, error, omission, defect, including, without limitation, for and in relation to any of the following:
(A) any Green Brain Products or Services supplied to the Customer;
(B) any delay in supply of the Green Brain Products or Services; or
(C) any failure to supply the Green Brain Products or Services.
(d) Any advice, recommendation, information, assistance or service given by Green Brain in relation to Green Brain Products or Services is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty or accuracy, appropriateness or reliability. Green Brain does not accept any liability or responsibility for any Loss suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.
(e) To the fullest extent permissible at law, Green Brain is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of or failure to provide Green Brain Products or Services, or otherwise arising out of the provision of Green Brain Products or the Services, whether based on these Terms, negligence, strict liability or otherwise, even if Green Brain has been advised of the possibility of damages.
(f) The Australian Consumer Law may give to the Customer certain guarantees. Nothing in these Terms excludes or restricts or modifies any condition, warranty, right or remedy which cannot be excluded pursuant to the Australian Consumer Law. Where liability for breach of any such guarantee under the Australian Consumer Law can be limited, Green Brain's liability (if any) arising from any breach of those guarantees is limited (at Green Brain's discretion):
(1) with respect to the supply of Green Brain Products, to the replacement or repair of the Green Brain Products or the costs of repairing or replacement of the Green Brain Products; and
(2) with respect to Services, to the supply of Services again or the cost of re-supplying the Services again.
(g) Green Brain shall have no liability for any failure to comply with these Terms where such failure is due to circumstances beyond Green Brain's reasonable control.
9.2 Indemnity
The Customer indemnifies and keeps indemnified Green Brain, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against Green Brain or, for which Green Brain is liable, in connection with any Loss arising from or incidental to the provision or use of the Green Brain Products or Services, or the subject matter of these Terms including, but not limited to any legal costs incurred by Green Brain in relation to meeting any claim or demand or any party/party legal casts for which Green Brain is liable in connection with any such claim or demand. This provision remains in force after the termination of these Terms.
9.3 Intellectual Property
(a) Green Brain will retain ownership of, and all Intellectual Property Rights in, Green Brain Products or Services. Nothing in these Terms will be deemed to convey to Customer or any third party any proprietary right, title, or interest to Green Brain's Intellectual Property Rights.
(b) Other than the Licence granted under clause 4.1(b)(7) and in clause 12(d) below, Green Brain does not grant the Customer any rights in or to Green Brain's Intellectual Property Rights or the intellectual property rights of a third party, and the Customer acknowledges and agrees that it has no other rights in and to Green Brain's Intellectual Property Rights or those of a third party.
(c) The Customer acknowledges that, unless and to the extent stipulated to the contrary in these Terms, Green Brain is the sole owner of and retains all Intellectual Property Rights associated with the Green Brain Products or Services (including any updates, enhancements and new features Green Brain may provide) and all pre-existing materials which are incorporated into the Green Brain Products or Services, such as Green Brain's specific processes, systems and methods. The Customer must not without Green Brain's prior written consent copy, alter, modify or reproduce, reverse engineer or assemble or reverse compile or permit (or do anything that may assist or allow) another to reverse engineer or assemble or reverse compile, any of the Green Brain Products or Services in whole or in part.
(d) All right, title and interest in and to any Generated Data is owned by Green Brain, and the Customer assigns any present or future right and/or interest it may have or acquire in the Generated Data to Green Brain (whether those rights were acquired before or after the date on which the Customer accepted these Terms). Green Brain grants to the Customer anon-exclusive, non-sublicensable, non-transferable right and licence to use the Generated Data for the Customer's internal purposes and otherwise to allow the Customer to enjoy the benefit of Green Brain Products or Services as contemplated by these Terms during the term of the licence indicated in clause 5.5. For the avoidance of doubt, the licence granted to the Customer under this clause 12(d) excludes the right to Commercialise any Generated Data.
(e) If the licence is terminated by Green Brain for no cause, thirty (30) days before the end of the licence term, Green Brain will use commercially reasonable efforts to allow the Customer to make a back-up copy of the Generated Data before the licence expires. At the end of this 30-day transition period, Customer will no longer have access to the Generated Data and Green Brain reserves the right to use, exploit and/or delete the Generated Data as Green Brain deemed appropriate. If the licence is terminated by cause, the licence expires and the end of the licence term and Customer will not have further access to the Generated Data.
(f) This clause survives expiry or termination of these Terms but only to give effect to the provisions in this clause .
10. Confidentiality
(a) Green Brain may disclose Confidential Information to the Customer from time to time. The Customer shall use this Confidential Information for the purposes of receiving the Green Brain Products and/or Services and must not, without Green Brain's prior written approval, use or disclose any Confidential Information unless Green Brain has specifically approved or if the Customer is legally compelled to do so. The Customer also acknowledges that Green Brain's Intellectual Property Rights are confidential and consists of commercially sensitive information.
(b) The Customer must take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged by the Customer, also agree to the above, and do not make public or disclose Green Brain's Confidential Information.
(c) The Customer must not make or cause to be made copies of the Confidential Information except to the extent reasonably necessary for the purpose for which Green Brain disclosed the Confidential Information to the Customer or otherwise where the express prior written consent has been obtained from Green Brain. The Customer must immediately notify Green Brain if it suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information.
(d) The Customer must maintain all necessary security measures to maintain the Confidential Information, in no event less than the same degree of care that the Customer would use to protect its own confidential information, to safeguard Confidential Information from access or use that is not authorised by Green Brain.
(e) The Customer must immediately, upon request at any time made by Green Brain, return or destroy the Confidential Information stored in any medium and certify that the Confidential Information has been destroyed.
11. Subcontract
The Customer agrees that Green Brain may subcontract to any person to perform all or part of Green Brain's obligations under these Terms without seeking the Customer's consent or approval.
12. Assignment
(a) The Customer must not assign its rights or obligations under these Terms to any third party without Green Brain's prior written consent.
(b) Green Brain may transfer or assign these Terms, or its rights or obligations under it, to any person without requiring the Customer's consent.
13. Severance
If any provision of these Terms is void, invalid or unenforceable for any reason, that provision must be read down to the extent necessary to be valid. If the provision cannot be read down, it must be severed from these Terms and does not affect the validity, operation or enforceability of any other provision of these Terms.
14. Amendments to these Terms
Green Brain reserves the right to amend these Terms from time to time. Amendments will be effective immediately upon notification to the Customer in writing. The Customer's continued use of the Green Brain Products or Services, or if the Customer proceeds with the purchase of Green Brain Products or Services, will represent an agreement by to be bound by these Terms as amended.
15. Jurisdiction
These Terms are governed by the laws of South Australia. The parties submit to the law of South Australia and the non-exclusive jurisdiction of the South Australian courts.
16. Definitions
In these Terms:
Commercialise includes, without limitation: (a) to manufacture, sell, license, publicly display or perform, distribute, translate, modify, assign or hire for commercial benefit or otherwise exploit a product or process or other subject matter in which Intellectual Property Rights subsist; (b) to provide a service for commercial benefit; (c) to develop to increase value in a product or process or other subject matter in which Intellectual Property Rights subsist; (d) to conduct commercial research and development activities towards the creation of a product or service or other subject matter in which Intellectual Property Rights subsist; (e) to license or authorise any person to do any of the above for commercial benefit; or (f) any acts that are related to the acts set out in (a), (b), (c), (d) or (e), but excludes a party licensing Intellectual Property Rights to a person merely to have that person perform activities on behalf of that party and for that party's own non-commercial purposes;
Confidential Information means any information that is by its nature confidential and includes (without limitation) information about Green Brain's trade secrets, secret processes, formulae and technical information, source codes, object codes, user manuals, programming manuals, modification manuals, flow charts, drawings, software listings, models, drafts and diagrams, know-how, personnel, policies, business strategies, financial information and affairs, any particulars relating to the processes and methodology underlying the Green Brain Products or Services, Green Brain's business, or anything Green Brain identifies as 'confidential' or 'proprietary' before Green Brain discloses it to the Customer but excludes information that is in the public domain other than by a breach of this deed or any other duty of confidence;
Customer means the person identified as the customer on the Quote that accompanies these Terms and includes the Customer's agents and permitted assigns;
Generated Data means any data or other Intellectual Property Rights created or generated in connection with the use by the Customer of the Green Brain Products or Services, whether or not before or after the date of acceptance of these Terms, including without limitation any data outputs generated by the Green Brain Software;
Green Brain Software means the software made available by Green Brain that is bundled with the Green Brain Hardware and interfaces with the Green Brain Hardware to generate soil moisture and other data;
Intellectual Property Rights includes any and all registered or unregistered rights in (including rights to apply for registration, renewal or extension of) any copyrights, patents, inventions, discoveries, trade secrets, processes, methodologies, know-how, specifications, computer programs or software, source or object codes, trademarks, logos, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world;
Invoice means a tax Invoice issued by Green Brain for or in relation to an Order and/or the supply of Green Brain Products and/or Services;
Licence has the meaning given in clause 5.1(a);
Loss includes, but is not limited to, costs (including, but not limited to, party to party legal costs and Green Brain's legal costs), expenses, lost profits, award of damages, personal injury and property damage;
Green Brain Hardware means any products, goods, software, processes or systems supplied by or on behalf of Green Brain under these Terms, as more specifically described in each Order;
Green Brain Products means the Green Brain Hardware and/or the Green Brain Software (as the case may be);
Order means a purchase order for Green Brain Products placed by a Customer (whether or not in response to a Quote) and as varied in writing from time to time by the parties;
Services means any services to be provided by Green Brain to the Customer in accordance with a Quote and these Terms, which may include installation services as referred to in clause 2.4; and
Quote means a document (whether in printed or electronic form) Green Brain gives to the Customer specifying the Green Brain Products and Services that Green Brain agrees to supply, and the price payable by the Customer for such Green Brain Products and Services.