LICENCE TERMS

Version v0326-01

These Licence Terms, the Order (as defined in clause 1.1 of these Licence Terms) and any relevant Copyright & Use notices (available at https://autovistagroup.com/copyright-notices) (together the “Licence Agreement”) govern the use by Customer of the data products and subscriptions detailed in the Order (“Products”) of Autovista.

II.     Any reference to a “day” or number of “days” is a reference to a calendar day or number of calendar days.

1.    ORDERS  

1.1   Customer may order the Products as set out in the Order by signing the Order Form, issuing a purchase order approved by Autovista referencing this Licence Agreement, or by placing orders via order-entry tools (where available) on Autovista’s websites (each, an “Order”).  Orders are subject to acceptance by Autovista. Autovista may accept an Order by providing the Customer with access to the Products.  Accepted Orders will be deemed to incorporate and be subject to this Licence Agreement.  All other terms contained in any Customer purchase order or other document not expressly referenced in this Licence Agreement will have no effect. In the event of conflicting provisions between the Order Form and these Licence Terms, the Order Form shall prevail in respect of the Permitted Use, term and any special conditions set out thereon.

2.    ACCESS TO PRODUCTS 

2.1  In providing Customer with an account, access credentials or other access mechanism to the Products, Autovista grants such access subject to Customer complying with the terms specified in this Licence Agreement. By using the Products, Customer agrees to comply with and be bound by this Licence Agreement.

2.2  Access credentials may only be assigned to employees of the Customer unless otherwise expressly set out in the Order or agreed in writing by Autovista (each a “Permitted User”). Customer shall remain liable for the actions of any Permitted User as if they were its own actions.

2.3    Customer approves that Autovista may, at any time during the term of this Licence Agreement upon reasonable notice to the Customer, withdraw a Product and, at Autovista’s option, either (i) replace it with an alternative product or deliver the applicable data through an alternative medium, provided that the replacement product or medium shall deliver materially the same capability and/or data to the Customer; or (ii) provide a pro rata refund of the Fee relating to the withdrawn Product.

3.    INVOICING AND PAYMENT  

3.1 Autovista shall invoice the Customer for all Fees specified in the Order. Invoices are payable within 30 days of the date of the relevant invoice in the currency stated in the Order. Fees are subject to GST and any other tax or duty payable by Customer. To the extent that withholding tax is required to be deducted, the Customer shall pay Autovista such additional amount as is necessary to ensure that the Fee received by Autovista is equal to the Fee that Autovista would have received had no such deduction been made.

3.2 If in accordance with the Order, the Customer is billed at any frequency other than annually, the Fee shall be paid at the stated billing frequency in equal instalments. If Customer pays by direct debit, Customer shall ensure that the direct debit remains active throughout the term of this Licence Agreement. If Customer cancels the direct debit and/or a direct debit collection is refused, any outstanding portion of the Fee shall become due and payable within 10 days of such cancellation/failed collection.

3.3 Where specified in the Order, if Customer uses fewer transactions than the Minimum Quantity for the Additional Transaction Period, Customer shall be invoiced the Minimum Fee for that Additional Transaction Period and any unused transactions shall expire and not be rolled over to the next Additional Transaction Period. All pre-paid transactions shall expire on the anniversary of the Commencement Date, and Customer shall not be entitled to a refund, or be able to roll-over, for any such unused transactions.

3.4 If Customer fails to make any payment when due, Autovista shall notify the Customer and if payment is not received within 30 days of such notification Autovista reserves the right to: (i) charge Customer any administration and bank charges, and interest (as well after as before any judgment) from the due date until payment at the rate of 4% above the Reserve Bank of Australia base rate per annum or the maximum rate permitted by law, whichever is the lesser; (ii) suspend any and all licences granted to Customer until it has made payment in full; (iii) withhold delivery of any Product updates and/or access to Products until such time as all arrears have been settled; and/or (iv) terminate the Licence Agreement.

3.5 Autovista shall be entitled to increase Fees at yearly intervals on each anniversary of the Licence Agreement, if it notifies Customer in writing, at least 90 days before the expiry of the then-current term of the Licence Agreement, and Customer does not give written notice of termination of this Licence Agreement at least 60 days before the end of the then-current term of the Licence Agreement, such termination to take effect at expiry of the then-current term. Notwithstanding the foregoing, Autovista shall be entitled to increase any fees for VIN, VRM and/ or WLTP data services at any time by providing reasonable written notice in the circumstances, should any applicable supplier increase its fees for such data services to Autovista.

4.    CONFIDENTIAL INFORMATION   

4.1    For the purpose of this clause 4.1:

”Confidential Information” means information that is by its nature confidential and especially means this Licence Agreement and all data, trade secrets, business information, proprietary and other information of any kind and in whatever form whatsoever or however it may be marked or denominated, including data developed or produced through access to Confidential Information, that Autovista discloses in writing, orally, visually or in any other medium, to the Customer or to which the Customer obtains access and that relates to Autovista. Confidential Information does not include:

4.1.1      information already known to the Customer at the time of disclosure by Autovista;

4.1.2      information in the public domain other than as a result of disclosure by the Customer in breach of its obligations of confidentiality under this Licence Agreement;

4.1.3      information that the Customer rightfully has in its possession when disclosed to it, free of any obligation to Autovista to maintain its confidentiality;

4.1.4      information that the Customer independently develops without access to the Autovista’s Confidential Information; or

4.1.5      information that is rightfully received by the Customer from a third party without an obligation of confidentiality to Autovista. 

4.2   Subject only to the Permitted Use specified in the Order and clauses 4.3 and 5.1, the Customer shall: (i) keep Products and any information contained therein confidential and limit access to Products to Permitted Users; (ii) notify Autovista immediately if it becomes aware of any unauthorised use of or access to any Products or Confidential Information or intellectual property rights of Autovista or any member of its group by any third party; (iii) take all steps necessary to protect the Confidential Information or intellectual property rights of Autovista or any member of its group in the Products; and (iv) take all such steps as are necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause 4, and the Customer shall remain liable for the actions of its employees, agents and sub-contractors as if they were its own actions.

4.3   The Customer will not be in breach of this clause 4 in circumstances where the Customer may use or disclose Confidential Information to the extent necessary to:

4.3.1      comply with its obligations under this Licence Agreement;

4.3.2      comply with any law, binding directive of a regulator or court order; or

4.3.3      obtain professional advice from professionals legally bound to secrecy in relation to matters arising under or in connection with this Licence Agreement.

5.    DATA LICENCE

5.1    Subject to Customer’s compliance with the terms of this Licence Agreement (including without limitation payment of all applicable Fees) and any other licence terms and restrictions in the Order, Autovista grants Customer a non-sublicenseable, non-exclusive, non-transferable licence to use Products and documentation provided under this Licence Agreement for Customer’s internal business purposes at any capacity levels and/or licence quantity listed and solely in the respective Markets for each Product as set out, and in any additional Territory each as expressly permitted in the Order for the duration of the Licence Agreement. Such internal business purposes shall include the sharing of individual data extracts relating to specific vehicles to its third party customers, but Customer shall not otherwise allow access in any way to substantial or whole parts of the Product or related databases. Except for the limited licence rights expressly granted in this Licence Agreement, Autovista reserves all rights in and to the Products and documentation and any modifications thereto, including title, ownership, intellectual property rights, and any other rights and interests.

5.2    Where Products are delivered through an online access or web application platform Customer may access and use the Product on multiple devices or one or more servers, so long as any specified number of licences or volumes for the Product in the Order are not exceeded at any given time.

5.3    Where Products are delivered as raw feed in a flat format via (S)FTP, Customer may incorporate and use each copy of the Product on any Customer platform(s) specified in the Order provided that, unless otherwise agreed in writing by Autovista, Customer does not (i) use the Product on any additional platforms or systems; (ii) use the Product on the Customer platform(s) without Autovista’s prior written consent and payment of any applicable licence fees; or (iii) permit use by any other related or third party entity.

5.4    Where Products are delivered via an API, Customer may access the Products subject to any volume limits specified in the Order. Any usage in excess of any agreed volumes will be charged at the additional transaction fee rates specified in the Order, or if none are specified, Autovista’s then current standard pricing for such transactions. Autovista may from time to time specify Customer shall comply with any integration requirements specified in any applicable integration documentation provided by Autovista from time to time (the ”Documentation”). Where any changes to the specification made in the Documentation requires significant time and effort by the Customer to implement, Customer shall notify Autovista within 7 days of the Documentation being sent by Autovista, and, where reasonably practicable, the Customer shall have 45 days (or other such longer period as agreed by Autovista) to implement the changes.    API transactions may only refer to individual vehicles. Bulk queries are not permitted (unless Documentation states otherwise) and the results of the API transaction should not be stored for future use.

5.5    Customer agrees not to: (i) decompile, disassemble, or reverse engineer the Products; (ii) alter, modify or create any derivative works based on the data or Documentation; (iii) merge the Products with any other software other than as expressly set forth in the Documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Products or Documentation except as expressly authorized by this Licence Agreement; (v)  distribute, disclose or allow use of the Products or Documentation, in any format, through any timesharing service, service bureau, network or by any other means not provided for in the Documentation; or (vi) permit or encourage any third party to do any of the foregoing. 

5.6    Rights to vehicle images belong to their creator or rightsholder. Autovista grants to Customer no rights whatsoever to use such images; Autovista may withdraw the links to the images at any time.

5.7    Customer may create a reasonable number of archival and backup copies of the Products and Documentation, provided all proprietary rights notices, names and logos are duplicated on such copies. 

5.8    Where, in its sole discretion, Autovista has a reasonable suspicion of non-compliance by Customer with the Licence Agreement, Autovista (or any of its representatives or professional advisers, who are bound by professional obligations of confidentiality) shall have the right, on providing not less than 14 days’ written notice to Customer, to conduct a remote audit of all computer systems used in connection with the Product for the sole purpose of inspecting and copying any records or other information in any medium as strictly necessary to monitor Customer’s compliance with the Licence Agreement, subject always to Customer’s obligations of confidentiality to third parties and Customer’s statutory obligations including applicable data protection and financial or insurance regulation secrecy obligations.  In the event of material non-compliance by Customer being detected, Autovista shall be entitled to recover the costs of the audit.

6.    INFRINGEMENT DEFENCE AND INDEMNIFICATION 

6.1    Autovista warrants that Products do not infringe any intellectual property rights of any third party. Autovista agrees to indemnify and hold Customer harmless from and against any damages awarded against Customer by a court of competent jurisdiction or agreed in writing by Autovista to be paid by Customer to any third party arising out of Autovista’s breach of the foregoing warranty, provided that (i) Customer gives notice to Autovista of any such claim forthwith upon becoming aware of it; and (ii) Customer gives Autovista sole conduct of the defence to any such claim and gives to Autovista such assistance and such information as it shall reasonably require (at the expense of Autovista) in respect of the conduct of the said defence.

6.2    In the event of such a breach, Autovista may, at its expense, procure for Customer the right to continue exercising the rights granted hereunder with respect to Products or replace or modify Products at Autovista’s sole expense to make Customer’s exercise of its rights under the Licence Agreement non-infringing. The remedies identified in clause 6.1 (indemnification) and this clause 6.2 shall be the sole remedies and/or claims (as the case may be) available to Customer for any breach of the warranty in clause 6.1 and, subject to clauses 8.6 and 8.7, Autovista shall have no further liability to Customer.

7.    WARRANTIES AND LIMITATIONS

7.1    Autovista warrants that Products have been compiled using reasonable skill and care in accordance with good industry practice.  Customer acknowledges that when estimating present and forecasting future values or providing any other information, Autovista will use reasonable skill and care, but that Autovista does not warrant the accuracy, completeness, or correctness of any particular values or data which Customer shall treat as guiding indications only. Autovista undertakes that it will during the term of the Licence Agreement use reasonable endeavours to correct any errors notified to it in Products promptly, where appropriate, by including a correction in the next scheduled release of the Products.

7.2    Autovista gives no warranty as to (i) freedom from defects of information, (ii) data supplied by third parties which is incorporated by Autovista into Products and warrants only that it has used reasonable care to copy or import such information correctly from its original source or (iii) that online access to the Product in accordance with this Licence Agreement will be provided continuously and without error or interruption. In the event of any technical error in the Products, subject to being notified in accordance with the Licence Agreement, Autovista will investigate the error and, if the issue can be rectified or otherwise confirmed by Autovista as an error, Autovista will take such action as it considers appropriate in the circumstances to remedy the situation.

7.3    The warranties set out in this Licence Agreement are exclusive of and in lieu of all other warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise which relate to the quality, condition and fitness for any purpose of Products.

8.    LIMITATION OF LIABILITY 

8.1    This clause 8 applies to Autovista’s liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) in respect of any breach of its contractual obligations arising under this Licence Agreement and in respect of any representation, statement or tortious act or omission including negligence and any other form of liability, and Customer’s attention is in particular drawn to the provisions of this clause 8.

8.2    Autovista’s liability to Customer will not be limited for (i) death or personal injury resulting from Autovista’s negligence, (ii) fraud, (iii) wilful default or gross negligence (iv) a claim under clause 6.1 and/or 6.2 or (v) any other matter for which liability cannot as a matter of applicable mandatory law be limited.

8.3    Subject to clauses 8.2, 8.6 and 8.7, Autovista’s entire liability shall be limited to an amount equal to the aggregate of the Fees paid or due to be paid for the Product concerned in respect of the then-current 12 month licence period in which the liability arose.

8.4    Subject to clauses 8.2, 8.6 and 8.7, Autovista shall not be liable to Customer for (i) any loss of profits, business, anticipated savings, goodwill, data, wasted expenditure or other such loss; or (ii) any type of special, indirect or consequential loss or damage; in each case including loss or damage suffered by Customer as a result of an action brought by a third party and even if such loss was reasonably foreseeable or Autovista had been advised of the possibility of Customer incurring the same except to the extent that such losses are expressly permitted pursuant to this Licence Agreement.

8.5    Autovista will not be liable to any person other than Customer in connection with this Licence Agreement or its subject-matter.

8.6 Australian Consumer Law

If the Customer is a Consumer and Autovista supplies PDH Goods or Services to the Customer, Autovista acknowledges that the Customer may have certain rights under the Australian Consumer Law in respect of the Consumer Guarantees as they apply to the PDH Goods or Services supplied by Autovista and nothing in this Agreement should be interpreted as attempting to exclude, restrict or modify the application of any such rights.

8.7 Non PDH Goods or Services

If the Customer is a Consumer and the goods or services provided under this Licence Agreement are non PDH Goods or Services, Autovista’s liability to the Customer in respect of a breach of a Consumer Guarantee is limited at the Customer’s option to:

(i) in the case of goods:

(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; or

(d) the payment of the cost of having the goods repaired; and

(ii) in the case of services:

(a) the supplying of the services again; or

(b) the payment of the cost of having the services supplied again.

9.     GOVERNING LAW & JURISDICTION

9.1   This Agreement will be construed and interpreted in accordance with the laws of the state of Victoria, Australia and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.

10.  TERM & TERMINATION 

10.1    The Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of 12 months, continuing in force thereafter for further periods of twelve months. (Further Term) on 90 days written notice by Autovista to the Customer before commencement of the Further Term. The Customer must provide written notice to Autovista 60 days before commencement of the Further Term if it wants to terminate the Licence Agreement.

10.2    Either party may terminate the Licence Agreement with effect from the end of the then-current period by giving the other party written notice of such termination not less than 60 days before the expiry of the then-current period.

10.3    The Licence Agreement may be suspended and/or terminated by notice in writing forthwith: (i) by Autovista, if Customer, having been sent a written reminder, fails to pay any sums payable under the Licence Agreement or any other debt due to Autovista within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); (iv) by Autovista, if Customer breaches the data licence terms in clause 5 of this Licence Agreement, and has not within 10 days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions; and (v) by Autovista, if Customer undergoes a change of control resulting in the Customer (or the whole or a substantial part of the Customer’s business or assets) being directly or indirectly owned in whole or in part by an entity or organisation that Autovista reasonably considers to be a direct or indirect competitor of Autovista or any member of its group.

10.4    Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination which shall include, without limitation, clause 4 which shall survive termination of the Licence Agreement by either Party.

10.5    Within 7 days of the termination of the Licence Agreement (which shall include termination of the licence to use any back-up copies) Customer shall delete and destroy all copies of Products and Documentation (including archival and backup copies of the Products and Documentation) in its possession or control and a duly authorised officer of Customer shall certify in writing to Autovista that Customer has complied with this obligation.

11.    DATA PROTECTION

11.1        In this clause 11, the following defined terms apply:

11.1.1    Aggregated Data means de-identified and/or aggregated data relating to the use of the Product. For the avoidance of doubt, Aggregated Data may include data regarding the use of the Product by the Customer, however the Aggregated Data will not include any information that identifies the Customer or any individual.   

11.1.2    Personal Information has the meaning given in the Privacy Act 1988 (Cth).

11.1.3    User Input Data means all data inputted directly by the Customer in the Product or otherwise uploaded or entered into the Product by the Customer.

11.2        Any Personal Information collected by Autovista in connection with the Licence Agreement will be collected, maintained and used in accordance with Autovista’s privacy policy located on its website. Autovista will comply with its obligations under the Privacy Act 1988 (Cth) in relation to its provision of the Products and User Input Data. Without limiting the above, Autovista will take reasonable steps to ensure the security and safety of the User Input Data held by Autovista, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies. Provided Autovista complies with its obligations under this clause 11.1 Autovista will not be liable for any data loss or data security issues in respect of the Product.

11.3        The Customer acknowledges and agrees that Autovista may (without being required to obtain any further consent from the Customer):

11.3.1    compile Aggregated Data, including Aggregated Data based on User Input Data or Aggregated Data based on other information available via the Product; and

11.3.2    use, reproduce and communicate Aggregated Data, including for the purposes of evaluating, developing and improving the Product, promoting the Product or otherwise undertaking projects or activities related to the Product or the other business activities of Autovista.

11.4        The Customer will be solely responsible for the use, supervision, management and control of the use of the Product by the Customer and its authorised users. The Customer shall take reasonable steps to protect against unauthorised access, use or publication of the Product.

12.     MISCELLANEOUS

12.1      Autovista may assign this Licence Agreement and any Order hereunder to any of its affiliated or group entities or to any entity to which Autovista may sell, transfer, convey, assign or lease all or part of its assets and/or materials used in connection with the performance of its obligations hereunder. Autovista may subcontract any or all of the obligations to be performed by it hereunder but will retain responsibility for the work.  Except as expressly set out in this clause, neither party shall be entitled to assign or transfer this Licence Agreement or any Order hereunder without an agreement signed by both parties.

12.2      Customer shall not use Autovista’s or any of its group’s brand names, trademarks or logos or, in general, Autovista’s intellectual property rights externally without prior written consent from Autovista.

12.3      Neither party shall be liable for any loss or damage caused by delay or failure in the performance of any of its obligations under the Licence Agreement where the same is occasioned by a cause beyond its reasonable control. Should any such event occur the party in default shall forthwith give notice to the other detailing the circumstances and if a default shall continue for more than 6 weeks, then the other party shall be entitled to terminate the Licence Agreement by written notice. Neither party shall have any liability to the other party in respect of the termination of the Licence Agreement as a result of such an event.

12.4      Any notice to be given to a party under the Licence Agreement shall be effective if delivered via email to any email address specified in the Order or as may have been subsequently notified to the other party in writing.

12.5      Failure or delay by either party to exercise or enforce any rights will not be construed as a waiver of its rights under the Licence Agreement or otherwise. No waiver by a party of any breach of the Licence Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.6      If any provision (or part of a provision) of this Licence Agreement is held by any competent authority or court to be invalid or unenforceable in whole or in part, that provision or part will be deemed deleted, and the validity of the other provisions of the Licence Agreement and the remainder of the provision in question shall not be affected thereby. The unenforceable provision shall be replaced with a provision that as closely as possible corresponds to the parties’ envisaged economic and/or commercial intent (as the case may be).

12.7      Modifications or amendments to this Licence Agreement shall be of no effect unless they are in writing and signed by the parties (or their authorised representatives). Oral agreements or agreements that do not comply with this prescription shall in no case be considered as binding or effective.

12.8      This Licence Agreement is the entire agreement and replaces all previous agreements and understandings between the parties relating to the Products.

Terms applicable for renewal notifications sent prior to 2^nd April 2026.

GLASS’S DATA LICENSING TERMS

These licence terms (the “Licence Agreement”) govern the use by Customer of the data products and subscriptions (“Products”) of Glass’s Information Services Pty Limited, ABN 44 004 382 478 (“Glass’s”).

1.    ORDERS  

1.1   Customer may order Products by placing written, signed orders on a local Glass’s order form, or by placing orders via order-entry tools (where available) on Glass’s web sites (each, an “Order”). Orders are subject to acceptance by Glass’s. Glass’s may accept an order by providing access to Products. Accepted orders will be deemed to incorporate and be subject to this Licence Agreement, as well as any other documentation referenced in the Order. All other terms and conditions contained in any Customer purchase order or other document not expressly referenced in this Licence Agreement will have no effect.

2.    ACCESS TO PRODUCTS 

2.1   In providing Customer with an account, any access credentials or other access to Glass’s Products, Glass’s grants access to the Products subject to Customer complying with the terms specified in this Licence Agreement. By using the Products, Customer agrees to comply with and be bound by this Licence Agreement, and any other documentation referenced in the particular Order.

2.2   Glass’s may, at any time during the term of this Licence Agreement, withdraw a Product from general availability and, at Glass’s option, either (i) replace it with an alternative product or deliver the applicable data through an alternative medium, provided that the replacement product or medium shall deliver materially the same capability and/ or data to the Customer; or (ii) provide a pro rata refund of the Fee relating to the withdrawn Product.

3.    INVOICING AND PAYMENT  

3.1   Glass’s shall invoice the Customer all Fees specified in the Order. Tax Invoices are payable within 30 days of the date of the relevant Tax Invoice in the currency stated in the Order. Fees are subject to GST and any other tax or duty payable by Customer. Customer is not obliged to pay the GST on a taxable Supply to it, until it is given a valid Tax Invoice for the Supply by Glass’s.

3.2   If Customer fails to make any payment when due Glass’s reserves the right to: (i) charge interest on the full amount (after, as well as before, judgment) at the rate of 4% p.a. above the rate for the time being fixed by section 2 of the Penalty Interest Rates Act 1983 (Vic) from the due date until payment in full; (ii) withhold delivery of any updates or access to Products until such time as all arrears have been settled; and/or (iii) terminate the Licence Agreement.

3.3   Glass’s shall be entitled to increase Fees at yearly intervals on each anniversary of the Licence Agreement, if it notifies Customer in writing, at least 90 days before the expiry of the then-current term of the Licence Agreement, and Customer does not give written notice of termination of the contract at least 60 days before the end of the current subscription year, such termination to take effect at expiry of the then current term. Notwithstanding the foregoing, and subject always to 3 months’ written notice, Glass’s shall be entitled to increase any fees for VIN and/ or WLTP data services at any time in the event that any applicable vehicle manufacturer increases its fees for VIN look-ups and/ or WLTP data services to Glass’s.

3.4   For the purposes of this Licence Agreement, the expressions GST, Tax Invoice and Supply, shall have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).

4.    CONFIDENTIAL INFORMATION   

4.1  Any and all business-related information provided by Glass’s shall be deemed to be confidential information. Subject only to the Permitted Use specified in the Order, Customer shall: (i) keep Products and any information contained therein confidential and limit access to Products to those of its employees, agents and sub-contractors who have a need to know; (ii) notify Glass’s immediately if it becomes aware of any unauthorised use of or access to any Products or confidential information by any third party; (iii) take all steps necessary to protect the confidential information or Intellectual Property Rights of Glass’s in Products; and (iv) take all such steps as are necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause 4.

5.    DATA LICENCE

5.1   Subject to payment of all applicable Fees and compliance with the terms of this clause 5 and any other licence terms and restrictions in the applicable product description, Glass’s grants Customer a non-sublicenseable, non-exclusive, non-transferable licence to use Products and documentation provided under this Licence Agreement for Customer’s internal business purposes at the indicated capacity levels for the duration of the Licence Agreement. Such internal business purposes shall include the sharing of individual data extracts relating to specific vehicles to its third party customers, but Customer shall not otherwise allow access in any way to substantial or whole parts of the Product or related databases. Except for the limited licence rights expressly granted in this Licence Agreement, Glass’s reserves all rights in and to the Products and documentation and any modifications thereto, including title, ownership, intellectual property rights, and any other rights and interests.

5.2   Where Products are delivered through an online access or web application platform Customer may access and use the Product on multiple devices or one or more servers, so long as the specified number of licences or volumes for the Product are not exceeded at any given time.

5.3   Where Products are delivered as raw data in a flat format via (S)FTP or email, Customer may incorporate and use each copy of the Product on the Customer Platform(s) specified in the Order provided that, unless otherwise agreed in writing by Glass’s, Customer does not (i) use the Product on any additional platforms or systems; (ii) use the Product on the Customer Platform(s) with a larger volume without Glass’s prior written consent and payment of any applicable licence fees; or (iii) permit use by any other related or third party entity

5.4   Where Products are delivered via a web service, Customer may access the Products subject to any volume limits specified in the Order. Any usage in excess of any agreed volumes will be charged at the additional transaction fee rates specified in the Order, or if none are specified, Glass’s then current standard pricing for such transactions. Customer shall comply with any integration requirements specified in any applicable integration documentation provided by Glass’s from time to time. Web Service transactions may only refer to individual vehicles. Bulk queries are not permitted.

5.5   Customer agrees not to: (i) decompile, disassemble, or reverse engineer the Products; (ii) alter, modify or create any derivative works based on the data or documentation; (iii) merge the Products with any other software other than as expressly set forth in the documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey, create a security interest (to which the Personal Property Securities Act 2009 (Cth) applies) or otherwise transfer the Products or documentation except as expressly authorized by this Licence Agreement; (v)  distribute, disclose or allow use of the Products or documentation, in any format, through any timesharing service, service bureau, network or by any other means not provided for in the documentation; or (vi) permit or encourage any third
party to do any of the foregoing.

5.6  Rights to vehicle images belong to their creator or rightsholder. Glass’s grants to Customer no rights to use such images; Glass’s service in relation to images is limited to providing a link from the Products to the images. Such links may only be used in conjunction with the Products and only online without undertaking any reproductions, other than necessary transitory copies in the cache memory. Further use of the images in electronic mailings or printed materials is prohibited. Glass’s may withdraw the links to the images at
any time, and any further use of the links by Customer must cease if the image rightsholder so requires. In such circumstances, Glass’s will at its sole discretion attempt to make other images available to Customer.

5.7   Customer may create a reasonable number of archival and backup copies of the Products and documentation, provided all proprietary rights notices, names and logos are duplicated on such copies.

5.8   Glass’s (or any of its representatives or professional advisers, who are bound by professional obligations of confidentiality) shall have the right, on providing reasonable notice to Customer, to enter Customer’s premises during business hours and use all computer systems and facilities for the purpose of inspecting and copying any records or other information in any medium as reasonably necessary to monitor Customer’s compliance with the Licence Agreement, subject to Customer’s obligations of confidentiality to third parties. In the event of material non-compliance by Customer being detected, Glass’s shall be entitled to recover the costs of the audit, in addition to any other damages which may be recoverable.

6.    INFRINGEMENT DEFENCE AND INDEMNIFICATION 

6.1   Glass’s warrants that Products do not infringe any Intellectual Property Rights of any third party. Glass’s agrees to indemnify and hold Customer harmless from and against any damages awarded or agreed to be paid to any third party arising out of Glass’s breach of the foregoing warranty, provided that (i) Customer gives notice to Glass’s of any such claim forthwith upon becoming aware of it; and (ii) Customer gives Glass’s sole conduct of the defence to any such claim and gives to Glass’s such assistance as it shall reasonably require (at the expense of Glass’s) in respect of the conduct of the said defence.

6.2   In the event of such a breach, Glass’s may, at its expense, procure for Customer the right to continue exercising the rights granted hereunder with respect to Products or replace or modify Products at Glass’s sole expense to make Customer’s exercise of its rights under the Licence Agreement non-infringing. The remedies foreseen in clauses 6.1 and 6.2 shall be the sole remedies available to Customer and Glass’s shall have no further liability to Customer.

7.    WARRANTIES AND LIMITATIONS

7.1   Glass’s warrants that (i) Products have been compiled using reasonable skill and care in accordance with good industry practice. Customer acknowledges that when estimating present and forecasting future values or providing any other information, Glass’s will use reasonable skill and care, but that Glass’s does not warrant the accuracy, completeness, or correctness of any particular values or data which Customer shall treat as guiding indications only; (ii) it will during the term of the Licence Agreement use reasonable endeavours to correct any errors notified to it in Products promptly, where appropriate by including a correction in the next scheduled
release or Update of Glass’s Products;

7.2   Glass’s gives no warranty as to (i) freedom from defects of information or (ii) data supplied by third parties and incorporated by Glass’s into Products and warrants only that it has used reasonable endeavours to copy or import such information correctly from its original source. In the event of any technical error in the Products, subject to being notified in accordance with the Licence Agreement, Glass’s will investigate the error and, if the issue can be replicated or otherwise confirmed by Glass’s as an error, Glass’s will take such action as it considers appropriate in the circumstances to remedy the situation.

7.3  The warranties in clause 7 replace all other representations or warranties (statutory, expressed or implied) and all such representations and warranties (save any which may not lawfully be excluded) are expressly excluded, including, without limitation, the implied warranties of merchantability and fitness for any particular purpose.

8.    LIMITATION OF LIABILITY 

8.1   This clause 8 applies to Glass’s liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) in respect of any breach of its contractual obligations arising under any Licence Agreement and any representation, statement or tortious act or omission including negligence and any other form of liability, and Customer’s attention is in particular drawn to the provisions of this clause 8.

8.2   Glass’s liability to Customer will not be limited for (i) death or personal injury resulting from Glass’s negligence, (ii) fraud, (iii) wilful default or gross negligence (iv) a breach of the warranty in clause 6.1 or (v) any other matter for which liability cannot as a matter of applicable mandatory law be limited.

8.3   Subject to clause 8.2, Glass’s entire liability shall be limited to an amount equal to the aggregate of the Fee paid or due to be paid for the Product concerned in respect of the 12 month period in which the liability arose.

8.4   Subject to clause 8.2, Glass’s shall not be liable to Customer for (i) any loss of profits, business, anticipated savings, goodwill, data or other such loss; or (ii) any type of special indirect or consequential loss or damage; in each case including loss or damage suffered by Customer as a result of an action brought by a third party and even if such loss was reasonably foreseeable or Glass’s had been advised of the possibility of Customer incurring the same.

8.5   Glass’s will not be liable to any person other than Customer in connection with this Licence Agreement or its subject-matter.

8.6   In the event that the above exclusions or any limitations contained in this Contract are held to be invalid and Glass’s becomes liable for loss or damage that would otherwise have been lawful to exclude, such liability will be limited to the amounts as referred to in this
clause.

9.     GOVERNING LAW

9.1   The Licence Agreement shall be governed by and construed in accordance with the law in force in the State of Victoria and the Parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

10.  TERM & TERMINATION 

10.1   The Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Licence Agreement with effect from the end of the then-current period by giving the other party written notice of such termination not less than 60 days before the expiry of the then-current period.

10.2   The Licence Agreement may be terminated by notice in writing forthwith: (i) by Glass’s, if Customer, having been sent a written reminder, fails to pay any sums payable under the Licence Agreement or any other debt due to Glass’s within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either Party (other than for the purpose of solvent reconstruction or amalgamation) where the other: (a) is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act 2001 (Cth)); (b) has a receiver, receiver and manager, liquidator, provisional liquidator, trustee, administrator, controller, or inspector appointed under any companies or securities legislation, or similar official is appointed in respect of that Party or any of its property, or where any security over any substantial part of its assets is enforced; (c) ceases to carry on all or substantially all of its business, is unable to pay its debts when due, or is deemed unable to pay its debts under any law, or makes an assignment for the benefit of, or enters into or makes any arrangement or compromise with, that Party’s creditors or threatens to do so, or stops payments to its creditors generally; (d) is, becomes, or is deemed to be insolvent or bankrupt; (e) has a distress, attachment or other execution levied or enforced upon or commenced against any substantial part of its assets and is not stayed within thirty (30) days; (f) is taken (under section 459F(1) of the Corporations Act 2001 (Cth)) to have failed to comply with a statutory demand; or (g) is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act 2001 (Cth)) (or it makes a statement from which the other Party to this Contract reasonably deduces it is so subject); and (iv) by Glass’s, if Customer breaches any of the licence terms under this Licence Agreement, and has not within ten (10) business days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions.

10.3   Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination which shall include without limitation clause 4 which shall survive termination of the Licence Agreement by either Party.

10.4   Within 7 days of the termination of the Licence Agreement (which shall include termination of the licence to use any back-up copies) Customer shall in the case of Products for use with computer equipment at Glass’s sole option either return or destroy all such copies of Products in its possession or control and a duly authorised officer of Customer shall certify in writing to Glass’s that Customer has complied with this obligation.

11.    DATA PROTECTION

11.1   To the extent that Glass’s is required to process any personal information on behalf of Customer, it shall (i) effect and maintain appropriate technical and organisational measures against unauthorized or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information and (ii) act only in accordance with Customer’s instructions in relation to such personal information.

12.     MISCELLANEOUS

12.1   Glass’s may assign this Licence Agreement and any order hereunder to any Related Body Corporate of its group undertakings (as defined in section 50 of the Corporations Act 2001 (Cth) or to any entity to which Glass’s may sell, transfer, convey, assign or lease all or substantially all of the assets or material used in connection with the performance of its obligations hereunder. Glass’s may subcontract any or all of the obligations to be performed by it hereunder, but will retain responsibility for the work.

12.2   Neither party shall be liable for any loss or damage caused by delay or failure in the performance of any of its obligations under the Licence Agreement where the same is occasioned by a cause beyond its reasonable control. Should any such event occur the party in default shall forthwith give notice to the other detailing the circumstances and if a default shall continue for more than 6 weeks, then the other party shall be entitled to terminate the Licence Agreement by written notice. Neither party shall have any liability to the other party in respect of the termination of the Licence Agreement as a result of such an event.

12.3   Any notice to be given to a party under the Licence Agreement shall be in writing (which includes e-mail) addressed to that party at its principal place of business or such other address as may have been specified in the Order or subsequently in writing.

12.4   Failure or delay by either party to exercise or enforce any rights will not be construed as a waiver of its rights under the Licence Agreement or otherwise. No waiver by a party of any breach of the Licence Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.5   If any provision (or part of a provision) of this Licence Agreement is held by any competent authority to be invalid, unfair or unenforceable in whole or in part, that provision or part will be deemed deleted, and the validity of the other provisions of the Licence Agreement and the remainder of the provision in question shall not be affected thereby. The unenforceable provision shall be replaced with a provision that as closely as possible corresponds to the parties’ envisaged economic intent.

12.6   This Licence Agreement is the entire agreement and replaces all previous agreements and understandings between the parties relating to the Products.