These terms and conditions (Terms and Conditions) are a legally binding contract between you (Customer, you and your) and Volume Vision Pty Ltd ACN 601 389 959 (VV, we, us and our) as further specified in the Subscription Order.

If you are agreeing to these Terms and Conditions not as an individual but on behalf of an entity or organisation, then “you” means that entity or organisation, and you acknowledge that you are binding that entity or organisation to these Terms and Conditions.

Please read these Terms and Conditions carefully before signing. By accepting these Terms and Conditions or otherwise accepting them by using or accessing the Platform, you acknowledge that you have read, understand and agree to follow and be bound by these Terms and Conditions.

1. The Customer can subscribe to the use of the Platform by completing the Subscription Order. Upon VV’s acceptance of the Subscription Order these Terms and Conditions will be incorporated into the Subscription Order will take effect as a binding agreement (Agreement).

2. Any new features, tools which are added to the Platform (including any Updates under clause 7) will also be subject to the Agreement.

3. Each party must perform its obligations under the Subscription Order in accordance with these Terms and Conditions and the terms of the Subscription Order. The parties must comply with any additional requirements, insurance requirements, and special conditions set out in Subscription Order (Special Conditions).

4. In the event of any inconsistency between these Terms and Conditions and the Subscription Order, the provisions will prevail in the following decreasing order:

   1. the Special Conditions (if any);

   2. the remaining provisions of the Subscription Order; and

   3. these Terms and Conditions.

1. The Agreement commences on the Commencement Date and continues for the term as set out in item 5.2 of the Subscription Order (Initial Term), unless terminated earlier in accordance with clause 15.

2. At the end of the Initial Term, the Agreement will be automatically extended for successive Renewal Terms unless:

   1. either party provides the other party with no less than 60 days' written notice (or such other period set out in item 5.2 of the Subscription Order) prior to the commencement of the relevant Renewal Term of its intention to cancel such automatic renewal; or

   2. this Agreement is terminated earlier in accordance with clause 15.

1. VV grants to Customer a non-exclusive, limited, non-sublicensable, non-transferable, licence to access and use the Platform during the Term in accordance with this Agreement.

2. VV will provide Customer with any VV Documentation reasonably required to use the Platform.

3. VV may engage a third-party service provider to assist in the delivery, installation, customisation or support of the Platform, as applicable.

1. Customer must not, without VV's prior written approval:

   1. use the Platform for a purpose other than the Authorised Purpose and in accordance with the terms of this Agreement;

   2. copy or replicate, or directly or indirectly allow or cause a third party to copy or replicate, the whole or any part of the Platform;

   3. use the Platform to assist in the conduct of the business of any third party;

   4. vary, alter, modify, interfere with, reverse disassemble, decompile, or reverse engineer, or copy in any way VV’s Intellection Property Rights, (except where permitted under the Australian Copyright Act 1968 (Cth) or other applicable laws, and except for the temporary copy held in the cache of any Authorised User’s computer);

   5. otherwise seek to obtain or derive the source code from any part of the Platform, or directly cause or permit any other person to do so;

   6. publicly disseminate information regarding the performance of the Platform; or

   7. sub-licence, rent, sell, lease, distribute or otherwise transfer the Platform or any part of them except as permitted under this Agreement.

2. Customer is responsible for maintaining control over and access to its instance of, or account for, the Platform. Customer must keep accurate, up-to-date records of each of Customer's Personnel who access Customer's instance of, or account for, the Platform (Authorised User). Customer is responsible for compliance with this Agreement by all of its Authorised Users, including what Authorised Users do with Customer Material.

3. Customer must maintain the confidentiality of all login information and must not allow or authorise any person other than Customer's Personnel and Authorised Users to use the login information. Customer must immediately notify VV of any suspected or actual unauthorised access to or use of the login information.

4. Customer is responsible for all activities that occur on Customer's instance of, or account for, the Platform, whether or not authorised by Customer.

5. Customer must not, and must ensure its Personnel do not, use the Platform (including through the upload of any Customer Material) in any way that:

   1. involves anything which is false, defamatory, harassing or obscene;

   2. involves unsolicited electronic messages;

   3. would involve the contravention of any person's rights (including Intellectual Property Rights);

   4. may contravene any Laws;

   5. could damage, disable or impair any part of the Platform;

   6. may otherwise be regarded by VV, on reasonable grounds, to be unacceptable (VV may from time to time notify Customer of the circumstances which it regards as unacceptable);

   7. involves any fraudulent activity; or

   8. involves the sale or promotion of any illegal business activities or prohibited products or services.

6. Customer must comply at all times with the terms of any ThirdParty Licences.

Subscription Activation

1. By completing the subscription process and upon VV”s acceptance of the Subscription Order, Customers authorises VV to charge the Customer’s payment method on a recurring basis, as per the selected subscription terms under the Subscription Order, as well as any additional credit card processing fees.

Payment Method

1. We accept payment through various methods, including credit/debit cards and digital wallets. By subscribing to use of the Platform, you authorise us to charge your chosen payment method for all applicable fees as outlined in your Subscription Order. Payments are processed through a secure, third-party payment processor.

2. By providing a payment method, you represent and warrant that you are authorised to use the designated payment method and authorise us (or our designated payment processor) to charge your payment method for the total amount of your subscription as outlined in your Subscription Order (including any applicable taxes and other charges). You can change your payment method at any time through your account settings or by contacting customer support.

3. Recurring payments are billed in advance on a monthly basis, starting 30 days from acceptance of your Subscription Order. You will receive an email notification prior to each payment, detailing the amount to be charged.

Invoice Payment Terms

1. Invoices for Fees will be invoiced monthly in advance and Customer must pay all such invoices within 7 days of the invoice date, unless otherwise specified in the Subscription Order.

Renewal

1. To enhance transparency, we will provide you with a written notice 60 days before the end of your Initial Term or the then-current Renewal Term, detailing the automatic renewal for the next Renewal Term. This notice will include any potential changes in terms and conditions or pricing for the upcoming Renewal Term. You will have the option to opt-out of this renewal by following the instructions provided in the notice.

2. If no action is taken to opt-out of the renewal, your subscription will automatically renew for the next Renewal Term as specified in the Subscription Order or, if not specified, for a 6-month term followed by successive month-to-month terms.

Cancellation Policy

1. You cannot cancel the subscription during the Initial Term or any subsequent Renewal Term, except as provided in clause 5.5(b).

2. To cancel your subscription for the next Renewal Term, we require written notice at least 30 days before the end of the then current Term. This notice period helps us ensure a smooth transition and prevents further billing.

3. Once your subscription transitions to a month-to-month Renewal Term, you may cancel at any time with a 30-day written notice. This flexibility ensures that you are not committed beyond your current month of service.

Refund and Satisfaction Policy

1. While we maintain a no-refund policy once a subscription is activated, we encourage you to make full use of our services during your subscription period. Our priority is your satisfaction with the quality and value of our services.

2. Should you encounter any issues or have concerns during your subscription, our customer support team is committed to working with you to resolve them promptly.

Failed Payment Process

1. In the event of a failed payment attempt for your subscription with VV, the following process will ensue to ensure transparency and provide clear steps for resolution:

   1. Initial Notification: You will receive an immediate email notification from VV if a payment fails. This notification will include payment links and instructions on how to update your payment details to resolve the issue.

   2. Automatic Retries: Our system is designed to automatically retry the payment up to 4 times. Each attempt will occur over the 14 business days following the original due date. You will receive email notifications for each retry, keeping you informed throughout the process.

   3. Resolution Time Frame: You have up to 14 business days from the original due date to resolve the payment failure. This can be done by updating your payment details through the provided links or contacting our customer support for assistance.

   4. Consequences of Unresolved Payments: If payment cannot be successfully processed within the 14 business day period, and no communication is received from you regarding the failure, VV reserves the right to:

      1. terminate the Agreement or suspend your access to the Platform.

      2. escalate the matter further to recover outstanding debts. In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including commission on collection of the additional costs and also including legal demand costs. We may report the existence of your unpaid debt to credit reporting agencies, which could impact your credit rating. This action will be taken only after providing you with notice of our intention to do so and giving you a final opportunity to settle the outstanding debt.

Fees and payment

1. Customer must pay the Fees set out in each invoice in accordance with clause 5 and in accordance with any specific invoicing arrangements specified in the Subscription Order.

GST

1. If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.

2. Unless otherwise stated, all amounts referred to in this Agreement, including the Fees, are stated on a GST exclusive basis.

3. If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.

4. In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Fees.

5. Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.

1. From time to time, VV may introduce Updates to the Platform.

2. VV will provide Customer with reasonable prior notice in advance of any Update which would have a material detrimental impact on the Platform, unless security, legal, system performance or Third Party Licence considerations or obligations require an expedited Update.

Ownership

1. Customer acknowledges and agrees that VV owns or licenses:

   1. all Intellectual Property Rights in the Platform; and

   2. any Developed Intellectual Property, and nothing in this Agreement is intended to transfer ownership of or interest in any Intellectual Property Rights of VV or any third party.

2. To the extent that Customer acquires ownership of any Intellectual Property Rights in the Developed Intellectual Property:

   1. Customer assigns, and shall procure that its Personnel assign, such Intellectual Property Rights to VV;

   2. Customer must, upon request by VV, execute (and procure that its Personnel execute) any assignment or other document reasonably required to evidence or perfect VV's ownership of such Intellectual Property Rights; and

   3. Customer must provide all reasonable assistance requested by VV to protect, defend and assert VV's interests in such Intellectual Property Rights.

3. In relation to any moral rights that may arise by operation of the Copyright Act 1968 (Cth) in respect of any Developed Intellectual Property Customer must procure that each Personnel and Authorised User irrevocably and unconditionally waives and agrees not to enforce any and all moral rights, including, without limitation any limitation on subsequent modification, to the extent permitted under applicable law.

4. Customer must notify VV immediately if it becomes aware of any:

   1. unauthorised access to or use of the Platform;

   2. other breach of any of VV's Intellectual Property Rights; or

   3. any claim by any third party relating to Intellectual Property Rights in the Platform.

Customer Material

1. Customer agrees and acknowledges that it is solely responsible for any Customer Material that it uploads to the Platform or that is uploaded to the Platform by VV on behalf of the Customer.

2. Customer must ensure that Customer Material, and its collection, use, processing, disclosure and dissemination via the Platform:

   1. will not infringe any Intellectual Property Rights of any person; and

   2. complies with all applicable Laws (including Privacy Laws, where applicable).

3. Notwithstanding any other clause in this Agreement, Customer agrees that VV will have the right to access, use, adapt, modify, reproduce, reformat, transform, and process Customer Material for the purpose of:

   1. providing Customer with the Platform;

   2. internal training; and

   3. testing, improving and developing new features for the Platform, and grants VV a, royalty-free, worldwide, transferable, non-exclusive licence to do so.

Confidentiality

1. Subject to clauses 9.1(b) and 9.1(c), each party must not disclose, or use for a purpose other than as contemplated by this Agreement, the existence of and terms of this Agreement (including the terms set out in the Subscription Order) or any other Confidential Information of the other party.

2. A party may only disclose Confidential Information of the other party:

   1. to persons which control, or are controlled by, the party within the meaning of the Corporations Act, and the employees, legal advisors or consultants of such persons, in each case under corresponding obligations of confidence as imposed by this clause and only where such persons, employees, legal advisors or consultants of such persons have a need to know such information in connection with this Agreement;

   2. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or

   3. to the extent required by Law or pursuant to a binding order of a government agency or court.

3. VV may disclose Confidential Information of Customer to the extent necessary in connection with a capital raising, financing, or transfer or divestiture of all or a portion of its business, or otherwise in connection with a merger, consolidation, change in control, reorganisation or liquidation of all or part of VV's business, but will use reasonable efforts to minimise the scope of such disclosure.

Publicity

1. Customer acknowledges and agrees that, notwithstanding this clause 9, VV may disclose to third parties the fact that Customer has entered into this Agreement with VV.

2. Customer grants to VV a royalty-free, non-exclusive licence to use and display Customer's logo on the VV website or in VV's marketing materials for the purpose of clause 9.2(a).

1. Each party must comply with the Privacy Act (as though it were an entity bound by the Privacy Act and notwithstanding the small business exception in the Privacy Act) and any other applicable Privacy Laws, in respect of any Personal Information that:

   1. one party discloses to the other party; or

   2. comes into the possession or control of a party by any means, including through use of the Platform.

2. Customer must, throughout the Term, obtain all necessary Consents, and provide all necessary notices, relevant to its use of the Platform, including those in relation to collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to VV, directly or indirectly, as contemplated by this Agreement.

3. Customer acknowledges and agrees that VV may provide all or part(s) of the Platform from any location worldwide.

Data Incidents

1. If a party (First Party) becomes aware of or suspects any loss of, or unauthorised access to, use or disclosure of, or breach of security in relation to, any data provided to the First Party by the other party in accordance with this Agreement (Data Incident), the First Party must:

   1. immediately notify the other party in writing and provide the other party with all details of the act or breach;

   2. co-operate and comply with all reasonable directions of the other party in relation to such event; and

   3. promptly take all reasonable steps to rectify or remedy such breach where possible.

Notification to Regulator

1. If a Data Incident occurs and either party wishes to notify the relevant regulator and/or affected individuals, the parties will work together in good faith to prepare such a notification (which, if prepared in relation to a Notifiable Data Breach, must comply with the Privacy Act).

2. Any correspondence or notification sent by Customer to the relevant regulator (and affected individuals, if applicable) must be in a form approved by VV in advance.

1. Customer acknowledges that the Platform may incorporate Third Party Content including open source software and that VV is not responsible for the accuracy, quality, integrity or reliability of the same.

2. To the extent permitted by Law (including the Australian Consumer Law, if applicable), VV does not give any representation or warranty as to the reliability, accuracy or completeness of any Third Party Content, including open source software, and VV will have no responsibility or liability to Customer or any other person arising from or in connection with any error, defect or inaccuracy in any Third Party Content.

1. Customer acknowledges that, except to the extent otherwise provided in this Agreement, it is solely responsible for establishing, providing or procuring, maintaining and supporting any Third Party Licences and any operating environment, facilities, equipment and telecommunications and internet connections necessary to use and obtain the benefit of the Platform (Operating Environment).

2. Customer must ensure that the Operating Environment has the necessary specifications, features and third party software required to ensure compatibility with relevant parts of the Platform, as may be notified by VV from time to time.

1. Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations. This clause 14(a) shall not apply to payment obligations under clause 5.

2. The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

Termination

1. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:

   1. the other party experiences an Insolvency Event;

   2. for reasons under clause 5.8(d).

   3. the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 30 days after receiving written notice from the terminating party requiring it to do so; or

   4. without limiting clause 15.1(a)(ii), the other party fails to comply with the obligations set out in clause 9 (Confidentiality and Publicity) or clause 10 (Privacy and Security).

Consequences of Termination

1. On expiration or termination of this Agreement for any reason, Customer must immediately:

   1. stop using the Platform, and ensure that all of Customer's Personnel stop using the Platform;

   2. return to VV (or, at VV's direction, delete) all copies of the VV Documentation and any of VV' Confidential Information in Customer's possession or control; and

   3. allow VV or VV' nominee to access Customer’s premises and systems to enable VV to de-install and remove relevant parts of the Platform (if applicable).

2. Termination of this Agreement shall not relieve the parties of any accrued liability (including with respect to outstanding or accrued Fees).

Each party warrants that it:

1. has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement;

2. will comply at all times with applicable Laws; and

3. will not do anything or make any statement that could be reasonably expected to harm the reputation of the other party, and, in the case of Customer, the Platform.

1. Customer acknowledges and agrees that, to the extent permitted by Law (including the Australian Consumer Law if applicable), the Platform are made available "as is" and VV makes no representation, warranty or guarantee:

   1. that the Platform will operate in combination with any other hardware, software, platform, or Customer Material;

   2. that the Platform will meet Customer's requirements or expectations;

   3. that the Platform, and information extracted from them, will be accurate, free from defects, bugs, errors or omissions, or that any Customer Material input into the Platform will not be lost or corrupted; or

   4. in relation to non-infringement, title, fitness for a particular purpose, functionality, availability or merchantability.

2. VV uses reasonable endeavours to ensure that the Platform are free of viruses or other harmful components but cannot guarantee they will be free from unknown viruses and other harmful components.

3. VV shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other platforms outside the reasonable control of VV.

1. Without limiting any other indemnities given by Customer under this Agreement, Customer shall defend, hold harmless and indemnify VV and its Related Bodies Corporate and Personnel (the VV Indemnified Parties) from and against any Loss suffered or incurred by the VV Indemnified Parties arising out of or in connection with:

   1. any breach by Customer of clauses 4 (Use of the Platform), 9 (Confidentiality and Publicity) or 10 (Privacy and Security);

   2. the performance, or failure to perform, of the Platform associated with any deficiency or inadequacy of Customer’s Operating Environment.

   3. any Customer Material (including Personal Information) used or disclosed by Customer, including any claim by any person that Customer Material infringes any Intellectual Property Right or other right (including privacy rights) of such person or any third party;

   4. the use of the Platform by Customer and its Personnel; or

   5. any fraud, wilful misconduct or negligence by Customer or its Personnel.

1. To the extent permitted by Law, (including the Australian Consumer Law if applicable) and subject to clause 19(b),:

   1. in no event will the aggregate liability of VV for any Loss, direct or otherwise, exceed an amount equivalent to the Fees paid by the Customer to VV in the 12 month period prior to the claim, regardless of the cause or form of action.

   2. VV's liability to Customer in respect of a breach of any applicable consumer guarantee under the Australian Consumer Law, is limited to the resupply of the services or the cost of resupplying the services.

   3. under no circumstances will either party be liable for any Consequential Loss, except to the extent arising from a breach by Customer of its obligations under clauses 8, 9 and 10.

2. Notwithstanding clause 19(a) and notwithstanding any other provision in this Agreement, the limitation of liability referred to in clause 19(a) does not operate to limit or restrict VV’s liability to the extent that VV:

   1. is indemnified in respect of that liability by a policy of insurance required under this Agreement; or

   2. would have been indemnified in respect of that liability by a policy of insurance required under this Agreement, if VV had:

      1. diligently pursued a claim under that policy of insurance;

      2. complied with the term and conditions of that policy or insurance; or

      3. complied with its insurance obligations under this Agreement

3. Clause 19(a) does not apply to, and shall not limit, any party's liability:

   1. for death or personal injury caused by that party or its Personnel; or

   2. for fraud (including fraudulent misrepresentation).

1. Customer must not assign or novate, directly and indirectly, any of its rights or obligations under this Agreement without the prior written consent of VV (such consent not to be unreasonably withheld or delayed).

2. VV may at any time assign, novate or otherwise dispose of or deal with its rights and obligations under this agreement by notice in writing to Customer and Customer gives VV prospective authority to a future assignment and/or novation to be effectuated by VV unilaterally.

1. Without limiting any other provision of this Agreement, clauses 5 (Fees, payment and GST), 8 (Intellectual Property Rights), 9 (Confidentiality and publicity), 10 (Privacy and security) and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

1. Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:

   1. must be in writing and signed by the sender or a person duly authorised by the sender (or in the case of email, set out the full name and position or title of the sender or person duly authorised by the sender);

   2. must be addressed and delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or email to the address or email address specified in the Subscription Order or as last notified by the intended recipient to the sender;

   3. will be conclusively taken to be duly given or made when delivered, received or left at the above email address, fax number or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.

Ticket Submission Methods
Submit your support requests here: https://volume.vision/software-ticket

Ticket Support Levels and Response Time
Standard Business Hours: Monday to Friday. 9 am to 5 pm AEST.

What do we mean when we say Response Time?

When we talk about "Response Time" in this Service Level Agreement (SLA), we mean the timeframe within which our support team will acknowledge and respond to any issues or requests you report. It's important to note that the Response Time focuses on the initial response and doesn't guarantee a complete resolution within that timeframe.

The Response Time demonstrates our commitment to addressing your concerns in a timely manner and maintaining effective communication channels. It sets expectations for when you can expect to hear from our support team and ensures transparency in our support process. Please keep in mind that the actual resolution time may vary depending on the complexity of the issue.

By defining a specific Response Time, we aim to provide you with a clear understanding of when you can anticipate our initial acknowledgement and engagement. We strive to uphold this commitment to timely response as part of our dedication to providing exceptional support services.

Service Level

We will respond to Incidents and undertake resolution of Incidents in accordance with the following:

Critical

Response within 2 business hours.

1. Acknowledge receipt of the Incident.

2. Assign the Incident to the appropriate support team.

3. Initiate immediate investigation and troubleshooting.

4. Provide regular updates to the Client on the progress of the resolution.

5. Escalate the Incident to higher levels of support if needed.

6. Work continuously until the Incident is resolved or a workaround is implemented.

High

Response within 4-5 business hours.

1. Acknowledge receipt of the Incident.

2. Assign the Incident to the appropriate support team.

3. Initiate investigation and troubleshooting.

4. Provide regular updates to the Client on the progress of the resolution.

5. Escalate the Incident to higher levels of support if needed.

6. Work to resolve the Incident or provide a workaround.

Medium

Response within 1 business day.

1. Acknowledge receipt of the Incident.

2. Assign the Incident to the appropriate support team.

3. Initiate investigation and troubleshooting.

4. Provide updates to the Client on the progress of the resolution as needed.

5. Work to resolve the Incident or provide a workaround.

Normal

Response within 1 business day.

1. Acknowledge receipt of the Incident.

2. Assign the Incident to the appropriate support team.

3. Initiate investigation and troubleshooting.

4. Provide updates to the Client on the progress of the resolution as needed.

5. Work to resolve the Incident or provide a workaround.

6. Schedule work for completion based on priority and available resources.

Downgrade

1. Incidents may be downgraded by VV for any of the following reasons

   1. The issue is not reproducible, and is no longer impacting Customer.

   2. Analysis by Customer or by VV determines that the severity of the issue is low enough to warrant the downgrade.

   3. A suitable workaround is provided, whether temporary or permanent, which reduces the impact of the issue to that of a lower severity category

   4. VV determines Customer is not providing the required cooperation and access necessary to enable resolution of the issue.

Cloud Storage Providers

1. VV uses the following cloud service providers: AWS and Dropbox , (Cloud Storage Providers). VV may replace a Cloud Storage Provider in its absolute discretion without notice.

2. The Customer agrees and understands that VV relies on the uptime and availability of its Cloud Storage Providers and that VV has no liability whatsoever for any of the Cloud Storage Providers’ downtime or other performance issues.

Service Level Exclusions

1. VV’s obligation to react to Incidents does not apply to any Incident or other performance issues:

   1. caused by factors outside of VV’s reasonable control, including any Force Majeure Event or Internet access or related problems beyond the demarcation point of VV’s network or the delivery network;

   2. that result from any actions or inactions of Customer or any third party;

   3. that result from Customer’s equipment, software or other technology or third party equipment, software or other technology;

   4. arising from the suspension and termination of Customer’s right to use a Platform under this Agreement; or

   5. arising from scheduled downtime for system or network maintenance.

Termination for Service Level

1. Whatever the cause of any downtime, access issues or data loss, the Customer’s only recourse is to discontinue using the Platform and to terminate this Agreement pursuant to clause 25.5(b).

2. The Customer may terminate this agreement by written 30 day’s notice to VV, if:

   1. VV has failed to comply with the response time (described in the above table under clause 25.1) for 2 consecutive months or any 4 months in a rolling twelve (12) month period; or

   2. If an Incident is caused by the downtime of VV’s Cloud Storage Provider and where such downtime is less than 97% for 2 consecutive months or any 4 months in a rolling twelve (12) month period.

3. and receive a refund of any amounts paid in advance attributable to periods after the effective date of termination.

Definitions For This Clause 25

In this clause 25 the following terms have the following meaning:

Incident means any Incident Severity with the Platform.

Incident Severity means the following:

Critical:

• System outage or complete loss of functionality that prevents users from accessing or

• using the Platform.

• Data corruption or loss that hinders essential business operations.

• Security breach or unauthorized access to sensitive information.

• Critical errors or bugs that cause system crashes or major functionality issues.

High:

• Inability to access or utilise specific features, custom filters, or links that are crucial for

• sales agents to effectively generate leads.

• Integration failures with essential third-party systems or applications.

• Performance degradation significantly impacting productivity or response times.

• Significant data discrepancies affecting decision-making processes.

Medium:

• Moderate functionality issues that do not completely hinder the customer's operations but

• still require attention.

• Moderate Platform performance degradation impacting efficiency.

• Non-critical bugs or errors that affect specific features or workflows.

• Configuration or customization issues that can be worked around, but still require resolution.

Normal:

• General inquiries about product features, functionality, or usage.

• Requests for adding new services or making changes to existing services.

• Minor bug reports or non-critical errors that do not significantly impact operations.

• Requests for Platform updates, patches, or minor enhancements.

• Assistance with user administration and access control.

Response Time means the amount of time between VV’s learning of an Incident or Customer’s notification to VV of an Incident, and VV acknowledging notification of the Incident and assigning resources to commence resolution of the Incident.

Resolution Time means the amount of time from Response Time within which VV’s goal is to resolve the Incident and restore the adversely impacted Service’s functionality to normal operation.

1. Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.

2. This Agreement contains the entire agreement between the parties with respect to its subject matter. Neither of the parties has relied on or is relying on any other representation in entering into this Agreement.

3. This Agreement may be amended only by another written agreement executed by all the parties.

4. Customer will be fully responsible to VV for any Loss suffered by VV or its Personnel arising from or in connection with the acts or omissions of its sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of Customer.

5. VV will be fully responsible to the Customer for any Loss suffered by the Customer or its Personnel arising from or in connection with the acts or omissions of its sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of VV.

6. No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

7. The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.

8. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

9. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

10. This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of Queensland and of the Commonwealth of Australia applying there. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground.

11. This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement.

Definitions

The following definitions apply unless the context requires otherwise.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.

Authorised User means person who have been provided access to the Platform by the Customer as referenced under clause 4(b).

Authorised Purpose means the use of the Platform by the Customer and its Authorised Users for showcasing and managing the Customer's off-the-plan real estate products, including but not limited to: (a) uploading Assets to the Platform; (b) managing the availability, reservation status, and pricing of real estate products through the dashboard; and (c) any other use expressly permitted under these Terms and Conditions or approved in writing by VV.

Commencement Date means the commencement date specified in the Subscription Order.

Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement. Specifically, VV's Confidential Information includes the design, specification and content of the Platform, including its source code, VV's personnel information, operational and other policies, project documentation, proposals, or other development documentation including any specifications, or business strategies, and the terms of this Agreement, including the Fees and information relating to VV' pricing. Confidential Information does not include information which is:

1. already known to the other party;

2. received by the other party from a third party not under a duty of confidence; or

3. independently developed by the other party.

Consent means any licences, clearances, permissions, authorisations, waivers, approvals or consents.

Consequential Loss means any indirect or consequential loss (not being loss which arises naturally as a result of a breach of this Agreement or other event the subject of the relevant claim), including loss of profits, loss of income or revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business.

Corporations Act means the Corporations Act 2001 (Cth), as amended or replaced from time to time.

Customer Clients means Client’s customers or clients.

Customer Material means any and all data or other material input, entered into or added or uploaded to the Platform, or otherwise provided or made available to VV, by an Authorised User, or on behalf of, or at the request of, the Customer, including any films and marketing materials, floor plans and floor plates, graphical rendered products, images, renderings, and three-dimensional animations, showcasing the Customer's real estate products.

Developed Intellectual Property means any Intellectual Property Rights arising from any work done by or for VV on behalf of Customer in connection with the Platform, including the development of any portals used by Customer to access the Platform and any feedback (including suggestions, ideas, information, comments, process descriptions or other information) provided by Customer to VV.

Fees means the price of Goods and Services set out in item 8.1 of the Subscription Order.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.

Initial Term means the initial term set out in the Subscription Order, such period commencing on and from the Commencement Date, and if no initial term is specified in the Subscription Order, the default Initial Term shall be a 12-months from the date of subscription for the use of the Platform.

An Insolvency Event occurs in respect of a person where:

1. a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;

2. a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;

3. a party becomes or is (including under legislation) deemed or presumed to be insolvent;

4. a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;

5. any composition or arrangement is made with any one or more classes of its creditors;

6. except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;

7. a party enters into liquidation whether compulsorily or voluntarily; or

8. any analogous or comparable event takes place in any jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments.

Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.

Notifiable Data Breach has the meaning given to that term in the Privacy Act.

Operating Environment has the meaning given to that term set out in clause 13.

Personal Information has the meaning given to that term in the Privacy Act.

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person's direct or indirect control and includes any subcontractors.

Privacy Act means the Privacy Act 1988 (Cth), as amended or replaced from time to time.

Privacy Law means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act and the Spam Act 2003 (Cth).

Platform means the software application provided by the Provider, which allows Customer to showcase and manage its off-the-plan real estate products (as further described now and in the future the VV Website) and the services provided under this Agreement, including the Support Services, and any associated VV Documentation or Updates (as applicable).

Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.

Renewal Term means the period for which the Agreement shall successively renew following the Initial Term, as specified in the Subscription Order. If no Renewal Term is specified in the Subscription Order, the default Renewal Terms shall be a 6-month term followed by successive month-to-month terms.

Subscription Order means the Customer’s subscription to the Platform, which may be:

1. selected on VV's Website from various subscription packages or tiers with differing features, services, and terms; or

2. agreed upon and signed by the parties in a separate Subscription Order, which may include specific services, features, terms, and special conditions.

Term means the period from the Commencement Date until the end of the Initial Term or any applicable Renewal Term in accordance with clause 2.

Third Party Content means any information, data or other content that VV sources and/or supplies from any third party for use in connection with the Platform.

Third Party Licence means any licence, registration or other authorisation that is required by Customer to enable Customer to properly access and use the Platform, including any licence, registration or other authorisation as notified by VV to Customer.

Update means any update, upgrade or modification to the Platform from time to time, but does not include new versions of the Platform, and accompanying revisions to the VV Documentation, as determined in the absolute discretion of VV.

VV Documentation means user instructions and all other related materials supplied to Customer in any format by VV for aiding the use and application of the Platform, and will include all revised documentation supplied as part of an Update.

VV Websites means https://volume.vision, volumevision,com.au, and volumevision.co.uk, and any and all associated sites linked to https://volume.vision, volumevision,com.au, and volumevision.co.uk (as amended from time to time).

Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

1. the singular includes the plural and conversely;

2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

3. a reference to a person includes any body corporate, unincorporated body or other entity and conversely;

4. a reference to a clause is to a clause of these Terms and Conditions;

5. a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;

6. a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;

7. a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

8. a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;

9. a reference to includes, means includes without limitation; and

10. all references to $ are to Australian dollars, unless otherwise specified.

1. If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. In the event that the parties are unable to resolve the dispute within seven (7) days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to one of the Managing Director, Chief Executive or Chief Operating Officer (Senior Executive) of that party.

2. If the parties are unable to resolve the dispute within fourteen (14) days following referral to the Senior Executive of the relevant parties, then either party may use such lawful dispute resolution procedures or seek such legal and equitable remedies as it considers necessary or appropriate in its sole discretion.

3. Nothing in this clause 24, shall prevent a party from seeking urgent injunctive relief before an appropriate court.

What's Included in Technical Support:

• Assistance with Installation and Setup

• Troubleshooting and Issue Resolution

• Software Support

• Maintenance and Upgrades

• Training and Education

• Vendor Communication and Coordination

• Hosting
  
  

What's Not Included in Technical Support:

Amendments or creation of new renders for existing projects, as well as the addition of additional pages to the software, are considered outside the scope of technical support. Such requests will be treated as additional work and will be quoted separately based on the complexity and requirements of the project.

Furthermore, any bugs or issues arising from third-party technology providers, including software or hardware not provided by Volume Vision, will not be covered under technical support, unless explicitly specified in the direct API integration with the Client's preferred Customer Relationship Management (CRM) system.

For any additional work requested by the Client that falls outside the scope of technical support, Volume Vision will charge a rate of AUD $200 per hour (ex GST). This rate will be applied for any extra services, modifications, or customizations required by the Client beyond the agreed-upon deliverables.

It is important for the Client to be aware that these exclusions from technical support may incur additional costs and should be discussed and agreed upon separately between Volume Vision and the client to ensure transparency and alignment on project scope and associated charges.

In general, we aim to provide a minimum of four weeks' advance notice for scheduled downtime.

Additionally, we make every effort to schedule the downtime outside regular business hours to minimize any inconvenience caused.

We take the utmost care in ensuring the security and availability of your data. As part of our procedures, we conduct daily data backups, allowing us to revert to the most recent file in the event of any unforeseen circumstances.

Moreover, we have implemented a robust solution to enhance service reliability. We have set up an additional Production server that operates simultaneously in the background. In the event of a failure of the main server, the services will automatically switch to this backup server. Therefore, for the services to experience a complete disruption, both the main server and the backup server would need to encounter failures.

Rest assured that we have taken these measures to minimize any potential disruptions and provide you with a reliable and resilient service.

Our products typically maintain an impressive uptime ranging from 99% to 99.5%.

In the event of any Production downtime or technical errors, Volume Vision is committed to promptly addressing and resolving the situation to minimize disruptions. That said, please note Volume Vision cannot be held liable for any damages or losses that may arise from such downtime or bugs.

Cancellation Notice for Ongoing Subscription Services

We understand that circumstances may change, and you may need to cancel your ongoing subscription services with Volume Vision. To ensure a smooth and transparent process, we require a minimum of 30 days' written notice for cancellation.

By providing us with a 30-day notice, you allow us to appropriately manage our resources and make necessary adjustments to accommodate your cancellation request. This notice period enables us to ensure a seamless transition and minimize any potential disruption to your services.

Please note that the cancellation notice period starts from the date we receive your written request for cancellation. Any cancellation requests received less than 30 days prior to the desired cancellation date may result in continued billing for the subsequent month.

We highly recommend submitting your cancellation request well in advance to ensure timely processing and to avoid any unnecessary charges. Your cooperation in adhering to this notice period is greatly appreciated as it allows us to efficiently manage our operations while providing you with exceptional service.

4.1 Ownership of Deliverables and Customer Created Materials

Upon payment for final invoice, the client will own all the rights to the final products and materials created by Volume Vision. This includes any intellectual property rights related to the Deliverables and the materials provided by the client. Volume Vision hereby transfers and assigns all its rights to the client for these intellectual property rights.

4.2 Ownership of Volume Vision Created Materials and Pre-existing IP

The client acknowledges that all the intellectual property rights in the materials created by Volume Vision and any existing intellectual property owned by Volume Vision or its licensors will remain the exclusive property of Volume Vision. The client hereby transfers and assigns to Volume Vision any rights they may have in the intellectual property rights that arise from the design and development of the materials created by Volume Vision.

4.3 Usage Rights and Restrictions

Volume Vision hereby grants the client a non-exclusive, non-transferable, and non-sublicensable right to utilize the materials created by Volume Vision and their existing intellectual property. This right is solely for the purpose of utilizing the final products delivered by Volume Vision. It is important to note that the client shall refrain from modifying or creating derivative works from the provided materials or intellectual property. Furthermore, any attempts to reverse compile, disassemble, reverse engineer, or extract the underlying code or content of the materials are strictly prohibited. By adhering to these usage rights and restrictions, both Volume Vision and the client can maintain a professional and respectful working relationship.

4.4 Software Source Code Ownership

The ownership of the Software Source Code and Server-Level access resides with Volume Vision, and they are not transferred to the Client. We retain control over these assets to ensure the smooth functioning and security of the software and services we deliver. Your trust is of utmost importance to us, and we are committed to leveraging our technical expertise to provide you with reliable and secure solutions.

4.5 Client's Pre-existing IP

The client may provide Volume Vision with pre-existing intellectual property for the purpose of creating the final products and delivering the services. Volume Vision acknowledges that this pre-existing intellectual property belongs to the client. Under this agreement, the client grants Volume Vision a non-exclusive, royalty-free right to use, copy, modify, display, and publish the client’s pre-existing intellectual property.

4.6 Branding and Logo Placement

Volume Vision reserves the right to include a discreet "Volume Vision" logo and within the software platform as part of the deliverables. The client agrees not to remove this logo and corner tag and will ensure that it is reproduced in any copies of the final products generated by the client

4.7 Confidentiality

We understand that any confidential information shared during the project is private and should be kept confidential.

We both agree to maintain strict confidentiality and not disclose any confidential information to third parties without written consent, unless required by law.

4.8 Third-Party Intellectual Property

If we need to use third-party intellectual property for the project, we trust that you, the client have obtained all necessary licenses, permissions, or rights to use those materials.

You agree to protect us from any claims or liabilities that may arise due to your unauthorized use of third-party intellectual property.

4.9 Term

The rights and obligations related to intellectual property granted in this agreement will continue even after the agreement ends.

You agree to protect, defend, and hold us and our employees harmless from any claims, damages, or liabilities resulting from your use of the materials or intellectual property we provide.

By using the Volume Vision software, clients agree to abide by the provisions stated in this SLA, and any subsequent amendments made to it. Volume Vision reserves the right to modify this SLA, provided that prior notice is given to the client before the effective date of any such changes.

General Project Information

Content Types: Image, Text

Price: $50.00 +GST per request

Description: General information such as the Project Name, Logo, Address, Favicon

Building Angle

Content Types: Hotspots, Image, Video, Text

Price: $150.00 +GST per angle

Description: Each Building can have a Name and multiple Angles with Hotspots

Floor Plate

Content Types: Hotspots, Image, Text

Price: $90.00 +GST per plate

Description: Each Level can have a Number, Title, Floor Plate image and Hotspots.

Floor Plan

Content Types: Image, Text

Price: $80.00 +GST per plan

Description: Each Floor Plan can have supporting information, such as Name, Bedrooms, Bathrooms, Total Area, etc. Additionally, each Floor Plan can have an image.

Unit Information

Content Types: Text

Price: $10.00 +GST per unit

Description: Each Unit can have supporting information such as the Unit Number and price.

Status updates are included.

Walkthrough

Content Types: Hotspots, Image, Text

Price: $90.00 +GST per panorama

Description: Each Walkthrough can have multiple Rooms with multiple panoramas within each Room (if needed). For example, the Master Bedroom would be considered a Room that could potentially have three different panoramas. Each panorama can have multiple Hotspots on it

Galleries

Content Types: Image, Video, Text

Price: $10.00 +GST per image/video