Download Report

SLIP COMMERCIAL LICENSEE (INTERNAL USE) AGREEMENT
VERSION: 300112
AGREEMENT NUMBER:
Between
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY
„LANDGATE‟
”LICENSOR”
and
NAME
”LICENSEE”
© Western Australian Land Information Authority 2012
Legal\306111909.1
SLIP COMMERCIAL LICENSEE
(INTERNAL USE) AGREEMENT
PARTIES
Between:
The Western Australian Land Information Authority, a body corporate established by the Land
Information Authority Act 2006 trading as Landgate, ABN 86574 793 858 of 1 Midland Square,
Midland, Western Australia, 6056 (“Landgate”);
and
The Party specified in Item 2 of the Schedule (“Licensee”)
OFFER AND ACCEPTANCE
Landgate offers the Licensee access to SLIP-Enabler and the Datasets specified in Item 7 of the Schedule, on the
terms and conditions set out below. To accept this offer, the Licensee must sign and date the last page of this SLIP
Licensee (Internal Use) Agreement [“Agreement”] and return it to Landgate at the address shown above.
BACKGROUND
(a)
This is an Agreement between Landgate and the Licensee, under which Landgate will provide the Licensee
with access to SLIP-Enabler and the Datasets specified in Item 7 of the Schedule, in return for the fees and
charges also specified in Item 7 of the Schedule.
(b)
This Agreement also records the mutually binding legal arrangements made by the Licensee and Landgate
about usage conditions, ownership, accountability, roles, responsibilities, support and delivery, in relation to
SLIP-Enabler and the Datasets specified in Item 7 of the Schedule.
1.
Definitions
The following words will be capitalised in this Agreement and have the meanings assigned to them as shown below,
unless the context implies otherwise:
Annual Subscription Fee means the amount payable annually by the Licensee, as specified in Item 7 of the
Schedule, for using the Datasets specified in the Schedule.
Approved Purpose means the purpose specified in Item 8 of the Schedule.
Business Day means any day other than a Saturday, Sunday or Public Holiday in Western Australia.
Business Use means use :
for the Licensee’s own internal business or personal use only (ie not for external use); and
for the purposes of SLIP (see definition of SLIP below).
Business Use does not include any use for the purpose of further display, distribution, sale, licence, hire, let or trade
of Datasets or Derived Products to a third party.
Commencement Date means whichever is the later of the date when the Licensee signed this Agreement (see
Licensee’s Acceptance on last page), or the date when that signed Agreement is received by Landgate.
Confidential Information means information that, subject to sub-clauses 5.4 and 5.5:
(a)
Is by its nature, confidential;
(b)
Is designated by either Party or a Custodian as Confidential Information;
(c)
The Licensee knows or reasonably ought to know is confidential, and includes:
(i)
Information comprised in or relating to any of the Intellectual Property rights of Landgate or a
Custodian;
(ii)
Information from a Custodian to which the Licensee has access, other than information referred
to in (i) that has any actual or potential commercial value to Landgate or that Custodian.
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
2
CPI means the CPI All Groups Index Numbers for Perth the subject of Catalogue No. 6401.0 provided by the
Australian Bureau of Statistics or if the basis upon which it is determined is substantially altered, then such basis as
Landgate may reasonably determine to be as near to the CPI previously referred to as possible
Custodian means the relevant person who is the source of particular Datasets for SLIP-Enabler, who owns the
intellectual property in those Datasets or who has ultimate management responsibility for and control of those
Datasets.
Dataset means a particular type of data provided by Custodians to Landgate or by Landgate, for delivery by means
of SLIP-Enabler.
Data Services means an internet or world-wide-web service provided by Landgate to the Licensee through SLIPEnabler, which facilitates the sharing of Datasets and uses Open Geospatial Consortium (OGC) compliant standards.
Derived Products means any goods, services or products which are based on or derived from a Dataset, including:
(a)
any data output, compilation, adaptation, reproduction, creation, manufacture, service or assistance,
which incorporates a Dataset, in whole or in part; and
(b)
any such outputs which enhance, add value, add to, manipulate, re-work, re-engineer, personalise,
interpret or filter a Dataset, or parts thereof.
Further Term means the period specified in Item 3 of the Schedule, or any period of extension of the Agreement
granted by Landgate under clause 13 of this Agreement.
Holding Over Period means the time period after the Termination Date of this Agreement, during which the Parties
extend the operation of this Agreement, in accordance with clause 13 of this Agreement.
Intellectual Property means all patents, copyrights, trade and service marks, designs, circuit layouts, trade secrets
and Confidential Information, whether registered or not and any rights relating to any of them, without limitation.
Landgate means the Western Australian Land Information Authority, trading as Landgate. Landgate is a Custodian,
in addition to being responsible for providing SLIP-Enabler.
Licensee means the Party specified as such in Item 2 of the Schedule, who will be accessing SLIP-Enabler and
purchasing the Datasets specified in Item 7 of the Schedule. Reference to the Licensee includes that person’s
officers, employees, agents, contractors, executors, administrators, successors and permitted assignees.
Party means the persons bound by this Agreement, as specified at the beginning and in Item 2 of the Schedule.
Review Date means the annual date(s) on which the payments made under this Agreement are reviewed, as
specified in Item 4 of the Schedule or as further detailed in sub-clause 4.3.
Seat, means an individual user who is accessing/using any subscription data delivered via the SLIP Enabler either as
direct connect (web service) or collected on behalf of the user and distributed centrally within the users organisation
(i.e. an application where SLIP Enabler is the delivery mechanism).
Service Change means any event that alters the existing status of the Licensee’s access to Data Services, including
the Licensee’s software, hardware, network and facilities.
Service Desk means Landgate’s SLIP-Enabler enquiry or Service Desk facility, the availability of which is specified in
clause 4.2 and the contact details of which are specified in the Schedule.
Schedule means the schedule at the end of this Agreement, which may be varied by Landgate from time to time.
The Schedule forms part of and is incorporated into this Agreement.
SLIP means the Shared Land Information Platform, or the concept of connecting and sharing the land and spatial
information held by various organisations (both government and non-government), for the purposes of improving the
way spatial information is used and shared and providing better access to spatial information.
SLIP-Enabler means the electronic service platform and related infrastructure, Data Services, security, monitoring
and administrative services, provided by Landgate.
Special Conditions means the additional terms and conditions specified in Item 9 of the Schedule, which apply only
to the particular Parties specified on the first page of this Agreement and in Item 2 of Schedule.
Term means the duration of this Agreement, as described in sub-clause 2.1 or as specified in Item 3 of the Schedule.
2.
Term and Grant of Licence
2.1
This Agreement will take effect from the Commencement Date for a time period of 12 Months, or until the
date of any earlier termination in accordance with clause 10 (Termination).
2.2
Landgate grants to the Licensee a non-exclusive and non-transferable licence during the Term, to access
and use the Datasets specified in Item 7 of the Schedule, for the Approved Purpose only, by means of SLIP
Enabler, in accordance with the terms and Special Conditions of this Agreement.
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
3
3
Party Responsibilities
3.1
Landgate‟s responsibilities are to:
(a)
(b)
(c)
(d)
(e)
3.2
Provide the Datasets specified in Item 7 of the Schedule, to the Licensee;
Provide access to SLIP-Enabler and the Data Services, when requested by a Licensee;
Maintain the confidentiality and integrity of data within SLIP-Enabler systems ;
Where appropriate and agreed by the Licensee, bill and charge them;
Ensure reasonable availability of Service Desk representatives when resolving a SLIP-Enablerrelated incident or request.
The Licensee‟s responsibilities are to:
(a)
Pay any fees and charges invoiced by Landgate within 30 business days of their issuing an invoice
for the same.
(b)
Nominate someone to be responsible for management of the Licensee’s users. This includes
maintaining a list of active users though the SLIP-Enabler Organisation Administrator Tool, and
ensuring that users are aware of and adhere to the provisions of this Agreement;
(c)
Ensure Landgate is notified appropriately of any issue in the performance or availability of required
Datasets;
(d)
Notify Landgate of any Service Changes and service incidents.
4
Landgate Services
4.1
Service Scope
4.2
(a)
The following services and facilities will be provided by Landgate to the Licensee:
(i) Support and management of SLIP-Enabler interacting with the Licensee’s activities, to assist in
addressing incidents, problems and changes impacting on the availability of the Datasets.
(ii) The latest confirmed information or Datasets available and the date and time of their
publication through the SLIP-Enabler portal;
(iii) A billing and charging service for the use of products accessed by the Licensee, as required.
(b)
Landgate does not guarantee, or make any warranty regarding the continuity or uninterrupted
availability of the Data Services or Datasets provided by Landgate under this Agreement.
Service Desk Availability
Landgate agrees to provide Service Desk availability on Business Days from 07:30 to 17:00 Perth, Western
Australia (local time).
4.3
Service Pricing
(a)
Pricing for SLIP-Enabler and the Datasets for which Landgate is a Custodian, has been developed in
accordance with Landgate’s Pricing Framework (refer s16 of the Land Information Authority Act 2006).
(b)
Landgate will provide SLIP-Enabler to Licensees without charge, where the Datasets they require are provided
without charge by the relevant Custodians. Alternatively, where those Custodians charge for their Datasets,
Landgate will charge the Licensee an additional 7.5% surcharge for access through SLIP-Enabler.
(c)
The Licensee agrees to pay Landgate:
(i)
The Annual Subscription Fee for the Datasets, as specified in Item 7 of the Schedule; and
(ii)
Any surcharge that may arise under sub-clause (b); and
(iii)
These payments must be fully paid in advance, within 30 days of receiving an invoice from
Landgate.
(d)
All amounts payable by the Licensee to Landgate under this Agreement, are exclusive of GST. The Licensee
must pay in addition to the amounts payable to Landgate, any GST payable for a taxable supply made under
this Agreement. Where GST is payable, Landgate will provide the Licensee with a valid tax invoice as
required by the law in a New Tax System (Goods and Services Tax) Act 1999 (Cth).
(e)
The Annual Subscription Fee payable under this Agreement will be reviewed prior to each Review Date, to
determine the new amount payable for the same, from the next Review Date. The new amount will be payable
from the relevant Review Date until the day before the next Review Date if there is one, or until the expiration
of the Term, as set out below:
Landgate will, without time being of the essence, give to the Licensee a notice specifying any new
Annual Subscription Fee;
The Annual Subscription Fee payable following a Review Date:
-
will not be less than that payable immediately prior to the Review Date; and
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
4
-
will be increased by a factor equal to the percentage increase in the annual CPI in the
12 month period preceding the Review Date, or in the case of the first Review Date
the 12 month period preceding the Commencement Date.
(f)
Landgate may vary any aspect of these Service Pricing arrangements at any time, by giving the Licensee 30
days notice of the new arrangements and amending the Schedule accordingly.
4.4
Security of Datasets
(a)
Landgate will take all reasonable precautions to protect the Datasets from misuse and loss and from
unauthorised access, modification or disclosure.
(b)
Landgate's online security measures include, but are not limited to:
(i)
encrypting data sent from Custodian’s SLIP-Enabler infrastructure to Licensees during internet
transactions;
(ii)
employing firewalls, intrusion detection systems and virus scanning tools to prevent unauthorised
persons and viruses from entering SLIP-Enabler systems and
(iii)
using dedicated secure networks or encryption when Landgate transmits electronic data for purposes of
outsourcing.
(c)
Landgate undertakes electronic backup of its computer-based Business Systems for its own purposes, but
does not provide backup and recovery of other data or reports. The Licensee must implement it’s own backup,
archive and recovery facilities and procedures for data accessed through SLIP-Enabler.
(d)
The Licensee acknowledges that it is responsible for its own computer hardware and software and for its
internet connection and associated costs.
(e)
To verify that the Licensee’s use of Datasets complies with this Agreement, Landgate or any person
authorised by Landgate may:
(i)
Subject to the provision of 7 days prior written notice, enter the Licensee’s business premises during
Business Hours and inspect any facilities, records, accounts, contracts, hardware and software,
relevant or related to this purpose;
(ii)
Monitor the Licensee’s use of SLIP Enabler, without notice to the Licensee; and
(iii)
Subject to the provision of 14 days prior notice, require the Licensee to provide such other
information as requested in writing by Landgate.
5
Confidentiality
5.1
Except to the extent allowed for in sub-clause 5.4, Landgate and the Licensee will treat any information that
comes into its possession pursuant to or as a result of this Agreement or SLIP-Enabler, as Confidential
Information.
5.2
A Party must not release the Confidential Information of the other Party or another Custodian to third parties,
without the prior written consent of the other Party or Custodian as relevant. Where Confidential Information is
released in accordance with this clause, then the relevant Custodian must be acknowledged as the supplier /
owner.
5.3
The obligation of confidentiality in sub-clause 5.2 will not apply to any information where:
(i)
The Confidential Information is, or becomes part of the public domain otherwise than by breach of this
Agreement by the Receiving Party.
(ii)
Prior to the disclosure of the Confidential Information by the Disclosing Party to the Recipient, the
Confidential Information was already in the Recipient’s possession as a result of the Confidential
Information having been lawfully obtained by the Recipient from another person without any restriction
as to use or disclosure.
(iii)
After the disclosure of the Confidential Information by the Disclosing Party to the Recipient, the
Confidential Information is lawfully obtained by the Recipient from another person without any
restriction as to use or disclosure.
(iv)
The Confidential Information is required to be disclosed by the operation of any law, stock exchange,
judicial or parliamentary body or governmental agency.
(v)
The Disclosing Party has given its written consent to the disclosure of the Confidential Information.
(vi)
If the Recipient is an agent, agency, department or instrumentality of the State of Western Australia,
then the Recipient may disclose the Confidential Information to:
any Western Australian Government Minister; or
the Western Australian Parliament, or
any committee or sub-committee of the Western Australian Parliament.
5.4
The Licensee may disclose Confidential Information to:
(i)
its officers, employees, agents, contractors and advisors who need such information for the work they
are employed or engaged to perform and who agree to keep the information confidential; and
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
5
(ii)
in all other cases, and only if permitted by Landgate, subject to the recipient of the information signing a
confidentiality deed in a form and containing such terms as is suitable to Landgate.
5.5
The operation of this clause 5 will survive the termination of this Agreement.
6
General Indemnity
Each Party (“Indemnifying Party”) releases, indemnifies and will keep the other Party indemnified from and
against all actions, proceedings, suits, claims, demands, losses, damages, costs and expenses:
(a)
which may be brought at any time or maintained against or suffered or incurred by the other Party; and
(b)
which arise from or in connection with this Agreement and/or any subject or matter covered by this
Agreement including, but not limited to:
The death of or injury or illness of any person; and/or
The destruction or loss of or damage to any property;
to the extent that the same has been caused or contributed to by any breach of this Agreement, or any act,
omission, or negligence of the Indemnifying Party (and subject to clause 7 where the Indemnifying Party is
Landgate).
7
Disclaimers and Limitation of Liability
7.1
For the purposes of this clause only, the term Information includes Datasets.
7.2
The Licensee acknowledges, understands and agrees to the conditions of the following Disclaimer:
General
To the extent permitted by law, and except where the consumer guarantees imposed by Division 1 of Part 3-2
of the Australian Consumer Law are applicable, neither Landgate nor any other Custodian will be liable to the
Consumer or anyone else, for any loss or damage, however caused (including through negligence, error,
omission or otherwise) which may be directly or indirectly suffered in connection with use of the Shared Land
Information Platform - Enabler (“SLIP”), its related applications and website or the websites of other entities
which are hyperlinked. This general disclaimer is not restricted or modified by any of the following specific
disclaimers.
Good Faith
The information and materials (“Information”) contained in SLIP and its related applications, have been
formulated in good faith and are considered true and correct at the time of publication. However, changes in
circumstances after publication may affect the accuracy of the Information. Information may as a consequence
change without notice, be updated or improved. Neither Landgate nor any other Custodian warrants or
represents that this Information is free from errors or omissions, or that it is exhaustive. Furthermore, neither
Landgate nor any other Custodian will be liable for the accuracy of any Information printed or stored by any
person.
No Warranties
(a)
To the extent permitted by law, and except where the consumer guarantees imposed by Division 1
of part 3-2 of the Australian Consumer Law are applicable, Landgate and the other Custodians who
contribute to SLIP:
(i)
disclaim all express or implied warranties, representations or endorsements for the
Information; and
(ii)
do not warrant or accept any liability for the Information as to its quality, suitability,
completeness, availability or accuracy.
(b)
Pursuant to section 64A of the Australian Consumer Law, this clause (b) applies in respect of any of
the goods or services supplied under this Agreement which are not of a kind ordinarily acquired for
personal, domestic or household use or consumption. To the extent permitted by law, Landgate’s
liability for failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the
Australian Consumer Law, other than a guarantee under section 51, 52 or 53 of the Australian
Consumer Law, is hereby limited to:
(i)
(ii)
in the case of goods, at Landgate’s option, any one or more of the following:
(A)
the replacement of the goods or the supply of an equivalent product;
(B)
the repair of the goods;
(C)
the payment of the cost of replacing the goods or of acquiring an equivalent
product; or
(D)
the payment of the cost of having the goods repaired; or
in the case of services, at the Landgate’s option;
(A)
the supply of the services again; or
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
6
(B)
(c)
the payment of the cost of having the services supplied again.
This clause (c) applies where here any act, statute, rule or regulation (other than Division 1 of Part
3-2 of the Australian Consumer Law and regulations made in relation thereto) (“other law”) implies
in this Agreement any term, condition, warranty, right or obligation (“implied term”), and the other
law avoids or prohibits a provision in a contract excluding or modifying the application of, exercise
of or liability under such implied term. To the extent permitted by law, the liability of Landgate for
any breach by it of such implied term is limited, at Landgate’s option, to any one or more of the
remedies referred to in clause (b) above.
No Reliance
Licensees using SLIP Information remain responsible for making their own assessment of it and should verify
all Information with their own professional advisers or the relevant Custodian sources.
Computer Security
Landgate also reminds Licensees that the internet is not a secure medium and communications to and from
websites may be intercepted or altered in transit (including the attachment of viruses that may damage
computers). Landgate will not be liable to Licensees or anyone else if interference with, or damage to their
computer systems occurs, in connection with use of SLIP, any of its applications, its website or a linked
website. Licensees must take their own precautions to ensure that whatever they select to use from SLIP is
free of viruses, malicious computer code or anything else that may interfere with or damage the operations of
their computer systems.
Third Party Information
To the extent permitted by law, Landgate and the other Custodians who contribute to SLIP, disclaim any
responsibility for the accuracy, currency, reliability or completeness of:
(a)
the Information which is provided by third parties (including other Custodian sources); or
(b)
advertisements, hyperlinks or references to other information sources (including Internet sites and
search engines) originating from sources external to Landgate.
This third party Information is provided for convenience only and neither Landgate nor the other Custodians
who contribute to SLIP endorse, approve or recommend such Information.
7.3
To the extent permitted by law, Landgate will not be liable to the Licensee or anyone else for any loss or
damage, however caused (including through negligence or Force Majeure) which may be directly or indirectly
suffered in connection with or which may arise from the provision of incorrect information from a Custodian
other than Landgate. Furthermore, the Licensee agrees to confine such claims to the Custodian whose
information is believed incorrect.
7.4
Notwithstanding anything to the contrary expressed or implied in this Agreement, the Licensee must indemnify
Landgate and keep it indemnified against all proceedings and claims which may at any time be brought or
made by any third party, arising from or in connection with this Agreement, to the extent caused or contributed
to by the Licensee.
7.5
To the extent permitted by law, Landgate will not be liable for any delay or failure to perform its obligations
pursuant to this Agreement if such delay is due to Force Majeure or Data Services downtime. Landgate will
use its reasonable diligence and discretion to remove or minimise the effects of the Force Majeure or Data
Services downtime, as soon as is reasonably practicable after notice of the same has come to its attention.
Landgate will give notice to the other Party of the event of Force Majeure or Data Services downtime and
advise on the likely duration of the delay and its cessation.
7.6
The operation of this clause 7 will survive the termination of this Agreement.
8
Privacy
8.1
The Parties agree to comply with the requirements of the Commonwealth Privacy Act 1988 and any State or
Territory privacy legislation (“Privacy Legislation”) that may arise during the Term of this Agreement.
8.2
Landgate will not be responsible for any actions, claims, cost, proceedings suits or demands whatsoever
arising out of any breach of the Privacy Legislation by a Licensee, or any other person, in relation to any
information obtained under this Agreement or in relation to any product or service derived from that
information.
8.3
The Licensee must not use or provide any third party, with information provided under this Agreement for the
purpose of direct marketing of any goods or services unless with written consent from the relevant Custodian.
8.4
The Licensee may not undertake searches of information provided under this Agreement by any method
which may be prohibited from time to time by:
(a)
the Privacy Legislation or any other legislation, without the prior written approval of the relevant
proprietor / owner; or
(b)
any restriction imposed by a Custodian or Landgate, for reasons relating to privacy.
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
7
8.5
The operation of this Clause 8 will survive the termination of this Agreement.
9
Intellectual Property
9.1
The Parties acknowledge and agree that:
(a)
The ownership of pre-existing Intellectual Property contributed to SLIP Enabler remains with the
Custodian who made it available; and
(b)
The Intellectual Property and any enhancements made to Intellectual Property contributed to SLIP
Enabler by a Custodian, remains with that Custodian.
9.2
Each Custodian maintains ownership of all Intellectual Property rights in the Datasets it provides for the
purpose of SLIP, in whatever form those Datasets may be received by a Licensee.
9.3
Subject to the grant of licence specified in sub-clause 2.2, the Licensee must not use the Intellectual Property
in the Datasets, without obtaining a licence or the prior written consent (as required) from the relevant
Custodian.
9.4
The Licensee must ensure that:
(a)
All reproductions and adaptations of Datasets for which Landgate is the Custodian,
however altered, reformatted or redisplayed, display the following proprietary notice:
“© Western Australian Land Information Authority trading as Landgate (201__).”
(b)
All Derived Products created from Datasets for which Landgate is the Custodian and
distributed by the Licensee, display the following notice:
“Based on information provided by and with the permission of the Western
Australian Land Information Authority trading as Landgate (201__)”
(c)
9.5
Similar acknowledgements are made for the Datasets or Derived Products of other Custodians,
in accordance with the terms of any licence or consent granted by them under sub-clause 9.3.
The operation of this clause 9 will survive the termination of this Agreement.
10 Termination
10.1
The Licensee may withdraw from this Agreement where:
(a)
Landgate has been provided with a minimum of 28 days written notice; and
(b)
The Licensee has paid all outstanding fees and charges; and
the Licensee acknowledges that no refunds will be given in these circumstances.
10.2
Landgate may terminate this Agreement (and withdraw SLIP Data Services):
(a)
(b)
Immediately, if Landgate reasonably believes the Licensee has breached this Agreement in a material
respect, provided the Licensee has received written notice of the breach and has not remedied it within
14 days of the issuance of that notice; or
By giving the Licensee a minimum of 28 days written notice of Landgate’s intention to terminate without
cause, in which case any unused portion of fees and charges already paid but unused will be refunded
on a rateable basis.
10.3
Landgate may terminate this Agreement without notice / immediately if:
(a)
The Licensee breaches the security criteria and restrictions of any Custodian's Datasets, as specified in
the Schedule; or
(b)
The Licensee provides Datasets or any Confidential Information obtained through SLIP-Enabler to any
third party, unless the Licensee has obtained the prior written consent to do so from both Landgate and
the relevant Custodian.
10.4
Landgate and the Licensee agree in writing to terminate this Agreement.
11 General
11.1
The Licensee must notify Landgate promptly in writing if they change their name, address, ownership or any
other important details.
11.2
Nothing in this Agreement or its performance creates a partnership or agency between the Parties, either
expressly or by implication.
11.3
This Agreement is the entire Agreement between the Parties in respect of its subject matter.
11.4
This Agreement may be executed in any number of counterparts, all of which taken together are deemed to
constitute one and the same Agreement.
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
8
11.5
The Licensee must not assign their rights under this Agreement, except with the prior written consent of
Landgate, whose consent may be withheld in its absolute discretion.
11.6
If the Licensee is a corporation [other than a public company as defined in the Corporations Act 2001 (Cth)],
the Licensee will be deemed to have assigned this Agreement for the purposes of the previous sub-clause, if:
(a)
anything occurs, the effect of which is to transfer, directly or indirectly, the management or control of
the Licensee to another person; or
(b)
there is any change in control of the Licensee within the meaning of the Corporations Act 2001 (Cth).
12 Dispute Resolution
12.1
Any serious dispute (prolonged, complex or high-risk) arising out of or in connection with the Agreement, must
be resolved in accordance with this clause.
12.2
When one Party serves written notice stating the nature of a Dispute on another, the representatives of the
Parties must:
-
meet within 10 Business Days of the date of the notice; and
-
attempt to resolve the dispute in good faith.
12.3
If the Dispute is not resolved after the first meeting under sub-clause 12.2, authorised representatives of the
senior executive management team of each Party notified must meet within 20 Business Days of that first
meeting and attempt to resolve the Dispute in good faith.
12.4
If the Dispute remains unresolved after the second meeting under sub-clause 12.3, the Parties must adopt an
alternative dispute resolution process such as referring the Dispute to mediation with the Australian
Commercial Dispute Centre.
12.5
Each Party will meet their own Dispute resolution costs or share equally in the cost of any external service
providers (eg mediators) engaged.
13. Further Term or Holding Over Period
13.1
The Licensee may exercise an option to extend this Agreement for the Further Term (if any) set out in Item 3
of the Schedule, on the terms and conditions of this Agreement (except for this option to extend) in the second
Further Term, provided:
The Licensee is not in breach of any of the terms and conditions of this Agreement;
The Licensee makes a written request that the Agreement be extended to Landgate, at least 3 months
prior to the expiration of the Term; and
Landgate, in its absolute discretion, agrees to that request.
13.2
If the Licensee exercises the option referred to in the preceding sub-clause and Landgate consents, the
Agreement will be extended for the Further Term and will:
commence on the day after this Agreement expires; and
include the Annual Subscription Fee, which will increase in accordance with sub-clause 4.3 of this
Agreement.
13.3
If not extending the Agreement under the preceding sub-clause and:
The Licensee makes payment of the Annual Subscription Fee for the time period after the Termination
Date; and
Landgate accepts the same; and
The Licensee has paid the Annual Subscription Fee up to the Termination Date;
Then this Agreement will continue in operation in all respects during a Holding Over Period, terminable by
either Party on not less than 30 days Notice except the Annual Subscription Fee will be payable monthly in
advance on a pro-rata basis.
13.4
If this Agreement is not extended in accordance with sub-clause 13.2 or for the Holding Over Period, this
Agreement will cease at the expiration of the Term or sooner if terminated and no further agreement in relation
to the Datasets may be exercised or implied.
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
9
SCHEDULE
Item 1
Commencement Date [Licensor to complete]
Item 2
Name and Address of Landgate and the Licensee
Name of Company/
Organisation
ABN
Contact Person
Landgate
The Western Australian Land
Information Authority, a body
corporate established by the
Land Information Authority Act
2006 and trading as Landgate
86 574 793 858
Account Manager, Business
Operations
Address for service
of Notices
1 Midland Square, Midland,
Western Australia 6056
Telephone
(08) 9273 7XXX
Licensee
Mobile
Fax
(08) 9273 7205
Email Address
[email protected]
Web Address
www.landgate.wa.gov.au
Item 3
Term of Agreement
Item 4
Review Date [Licensor to complete]
Item 5
Service Desk (Landgate):
Phone: (08) 9273 7832
Item 6
Email: [email protected]
SLIP Changes
Landgate must be notified of any changes to the Licensee’s infrastructure, in accordance with the
following timeframes:
SLIP Changes
Minimum Timeframe For Notification
Licensee’s Infrastructure
14 days
Internet connection standards
14 days
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
10
Item 7
Datasets and Subscriptions Payable (prices inc gst)
Data
Seats
Administrative Boundary data
Aerial Photography
Cadastral data
Crown Reserve data
Geodetic data
Road Centreline data
Tenure data*
Topographic data
Subscription
Charge
No Charge
Total
Total Amount Payable
*contains non attributed cadastre
Item 8
Approved Purpose of Landgate SLIP Datasets
The Licensee may only use the Datasets in the lawful conduct of its business to:
Conduct Internal Business requirements throughout the organisation.
Item 9
Special Conditions
Not applicable
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
11
LICENSEE‟S ACCEPTANCE
EXECUTION CLAUSE FOR LICENSEE
Executed by ………………………………………………………………………(ABN………………………) in
accordance with section 127 of the Corporations Act 2001:
__________________________________________
Signature of Director or
Sole Director and Sole Secretary
_________________________________________
Signature of Director / Company Secretary
__________________________________________
Name (print)
__________________________________________
Name (print)
Date:
Date:
/
/
/
/
WESTERN AUSTRALIAN LAND INFORMATION AUTHORITY ABN 86 574 793 858
Sample SLIP Commercial Licensee Agreement (Internal Use) 010212.DOCSample SLIP Commercial Licensee Agreement
(Internal Use) 010212.DOC
12