Terms and Conditions of Use

The terms and conditions (Terms and Conditions) govern your access to and use of the Prism Services (Services). Please scroll down and read all of the following Terms and Conditions carefully before continuing to use the Services.

These Terms and Conditions are a legally binding contract between you and Nuonic Pty Ltd. You must comply and guarantee that any authorised user complies (as though they were you) with these Terms and Conditions and any relevant laws.

If you do not agree to abide by these Terms and Conditions nor guarantee any of your authorised user’s compliance with these Terms and Conditions, do not use, or continue to use the Services or any related services referenced herein.

1) Definitions

In these Terms and Conditions:

Confidential Information means all information, regardless of its form, provided by or on behalf of a party to the other party that is by its nature confidential or is designated by the party disclosing information as confidential;

Credit means a promotional credit to trial the Services as may be provided by Nuonic in its sole discretion;

Data means any data which has been provided to or produced by Nuonic via upload to or through the Services for the purpose of Nuonic providing analysis services including the Services;

Services means access to online tools and resources for use in storing, cleaning, combining, searching or analysing data provided by you or third-party's via telematics, asset tracking or other business system connections or integrations;

Outputs means any work product or report created by Nuonic for you or your authorised user(s) in accordance with these Terms and Conditions;

Fees means any applicable fees payable for the Services in accordance with these Terms and Conditions and the rates set out in the Website;

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secrets, trade, business, domain or company names, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application 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;

Nuonic means Nuonic Pty Ltd (ABN 76 613 269 364);

Services means application incorporating the Services that is found at: https://www.prismapp.com.au

Personally Identifiable Information means any information or opinion about an identified individual or an individual who can be reasonably identified from their information;

Privacy Statement means the Privacy Statement issued by Nuonic made available on the Website;

Website means the Prism website available at: https://www.prismapp.com.au

You means the person accessing the Services and your is interpreted accordingly.

2) Services Description

2.1 Nuonic grants you and any of your authorised users a limited, revocable, non-exclusive access to use the Services and any related outputs or services in accordance with these Terms and Conditions.

2.2 Outputs produced from the Services will be made available by access or download via the Website.

2.3 If you or an authorised user seeks to use Services that exceed your scope provided free of charge, additional capacity or capabilities may be purchased.

2.4 Nuonic may add, remove or adjust functionality or services, or elements of functionality or services to and from the Services at its absolute discretion. Where reasonably practical, Nuonic will post notice on our Website at least 7 days prior to a material adjustment or cancellation of the Services.

2.5 Nuonic is under no obligation to provide technical support to you, including support related to the use of the Services.

3) Fees

3.1 In consideration of the supply of Services which are identified as paid features, you will pay the Fee(s).

3.2 The Fees are payable in advance and exclude any taxes.

3.3 Fees for the individual Services will be set out on the Website.

3.4 You agree that all sales by Nuonic are final once you have paid the Fees, and we will not permit exchanges or refunds for any unused Services once the payment transaction has been made.

4) GST

4.1 In this clause,

(a) the expressions consideration, GST, input tax credit, recipient, supplier, supply and tax invoice have the same meaning given by the GST Law; and

(b) GST Law has the same meaning give to that term in A New Tax System (Goods and Services Tax) Act 1999, Australia.

4.2 Unless expressly stated otherwise, all payments due to Nuonic, unless already stated to be GST inclusive, are exclusive of GST.

4.3 If GST is payable on any supply made under this agreement by a party to another party the recipient must, subject to this clause, pay to the supplier, in addition to and at the same time as the consideration is payable or to be provided the supply, an additional amount calculated by multiplying the value of that consideration by the prevailing GST rate.

4.4 The supplier must issue a valid tax invoice, and any reference to a cost or expenses in these Terms and Conditions exclude any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party is entitled to an input tax credit.

5) Privacy and Data

5.1 Nuonic will manage any Personally Identifiable Information, made available to Nuonic through your use of the Services, in accordance with Nuonic’s Privacy Statement as updated from time to time and available on the Website.

5.2 Nuonic may, itself or through third party service providers, collect and use information that is provided through your use of this Data Analysis Services, including information you provide directly or through automated means, such as geolocation (if you choose to share it), time stamps, device identification, and other information, as outlined in our Privacy Statement available at our Website. To avoid doubt, the Privacy Statement explains how we will collect this information, and the way in which you can access and seek correction of your personal information, ask questions or raise issues or concerns. To obtain further information about this use of information or our Privacy Statement, you may contact us through the contact details below in these Terms and Conditions.

6) Warranties and Disclaimer

6.1 You represent and warrant to Nuonic that you have the license, rights and/or authority to (a) agree these Terms and Conditions, and (b) use and provide any information to or through the Services.

6.2 Nuonic represents and warrants that it has all licences, rights and/or authority to provide the Services in accordance with these Terms and Conditions.

6.3 You acknowledge that the Services is provided “as is”. Nuonic does not represent or warrant that:

(a) the Services or any services or outputs derived from the Services will be uninterrupted (as relevant); and

(b) the Services or any services or information derived from the Services is fit for any particular purpose.

7) Intellectual Property

Your access to the Services, or any related services by Nuonic, does not give you any Intellectual Property Rights or any other rights in the techniques and/or methodology used by Nuonic in providing the Data Analysis Services or other services through or on the Services, which remain the sole and exclusive property of Nuonic. Subject to the confidentiality requirements in these Terms and Conditions, any newly developed intellectual property resulting from the Services will be owned by Nuonic, including any modifications or updates to the Services or any Nuonic systems, methods, processes or know-how used to analyse the Data.

8) Limitation of Liability and Indemnity

8.1 Outputs and information provided from the Services are based on information provided by you or a user of the Code. Accordingly, Nuonic is not liable for any loss or damage arising as a consequence of the content of any data or information provided by you to Nuonic. You indemnify Nuonic against all liabilities, expenses, legal costs and fees on a full indemnity basis, and for damages arising out of claims based upon the Data or your (or your authorised user’s) use of the Data Analysis Services or any related outputs or Outputs of the Services.

8.2 To the fullest extent permitted by law, Nuonic excludes:

(a) all liability in respect of Services outages or defects, loss of data, interruption of business or any consequential or incidental damages suffered by you; and/or

(b) all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms and Conditions.

8.3 This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, Nuonic limits its liability in respect of any claim to the supply of the relevant services our output again.

8.4 Except as required by law, you are fully responsible for:

(a) all Fees incurred by the use of the Code by any person until the Code is terminated; and/or

(b) any civil or criminal liability that is incurred as a result of your use of the Services or any related outputs or services.

9) Termination

9.1 Nuonic reserves the right to terminate these Terms and Conditions or your access to the Services at any time and for any reason. If Nuonic terminates these Terms and Conditions or your access to the Data Analysis Services for any reason, then, in addition and without prejudice to any other rights or remedies available, your right to use the Data Analysis Services immediately ceases and the rights and license granted under these Terms and Conditions terminate. You cannot reactivate any terminated Services.

9.2 As set out above, Nuonic have the general right to offer, modify, eliminate, and/or terminate the Services, or any portion thereof, at any time, without notice or liability to you. If we discontinue the use of Services, we will use best effort provide at least 30 days advance notice to you by posting a notice through the Data Analysis Services or through other communications.

10) Amendments

Nuonic may amend these Terms and Conditions from time to time by posting a revised version of such Terms and Conditions on the Services. The revised Terms and Conditions will be effective on the day we post the updated version. Please periodically check the Services to determine if any amendments have been made.

11) Governing Law

Your use of the Services and any dispute arising out of such use of the website is subject to the laws of New South Wales, Australia.

12) Notices

If you have any questions or issues, you may contact Nuonic about the Services through the following email address: info@nuonic.com.au.

A notice is deemed to be given and received on the next business day after the day of sending the notice.