Skip to main content

TERMS AND CONDITIONS

Geospatial Intelligence Pty Ltd ACN 102 835 610 (‘GI’, ‘We’, ‘Our’, and ‘Us’)​

Geospatial Intelligence Pty Ltd engages with clients (‘Client’, ‘You’, and ‘Your’) to provide AI-based geospatial imagery analysis, data processing, and storage service, ‘Osprey’ (‘Services’). These terms and conditions (‘Terms’) govern your access and use of the Services. The Terms cannot be varied except as expressly provided in these Terms or as agreed in writing by GI.

By engaging our Services, you agree to the following Terms.

DEFINITIONS​

In these Terms:​

  • Terms means these terms and conditions including any schedules and annexures (if any).
  • Authorised User means a Company granted access to use the Services, including any of its officeholders, employees, and internal staff.
  • Bug means any failure of the Services that results in a complete stop, error traceback, or security breach and is not directly caused by a defective installation or configuration.
  • Business Day means a day other than a Saturday, Sunday, or public holiday in the Australian Capital Territory.
  • Business Hours means the hours between 8.30 am and 5.30 pm AEST on any Business Day.
  • Charge means all charges and costs incurred by you for the use of the Services.
  • Claim includes any claim, action, demand, or proceeding arising out of, or in connection with these Terms.
  • Commencement Date means the date when you accepted these Terms by processing your request for the Services.
  • Confidential Information includes all confidential or proprietary information as defined in these Terms.
  • Credit means a unit credited to your account for use of the Services, equivalent to pre-paid US Dollars.
  • Data means Materials.
  • Existing Material means any Material provided by a party in connection with these Terms that is not Output Material.
  • Fees means the monthly fee (excluding any taxes and duties) payable by you.
  • Force Majeure includes any circumstance beyond reasonable control preventing a party from performing obligations.
  • Insolvency Event includes bankruptcy, liquidation, or similar financial distress events.
  • Intellectual Property includes copyrights, trademarks, patents, trade secrets, and other proprietary rights.
  • Know-How means proprietary knowledge, including technical or scientific information that is not public domain.
  • Liability means all liabilities, costs, damages, and expenses arising from any claims.
  • Material includes all tangible and intangible content, including mapping systems, AI models, and reports.
  • Output Material is any Material produced or generated by the Services.
  • Sanctioned Country means any country subject to economic or financial sanctions.
  • Sanctions means trade embargoes or economic restrictions imposed by any governing authority.
  • Services refers to AI-based geospatial imagery analysis and storage services under ‘Osprey’.
  • You means any user of the service, including any Authorised User.

INTERPRETATION​

In these Terms, unless the context indicates otherwise:

  • Headings are for convenience and do not affect interpretation.
  • References to any legislation include amendments or re-enactments.
  • The words 'including' and 'includes' are not words of limitation.
  • Obligations extend to the officers, employees, and agents of the party to be indemnified.
  • Any indemnity will extend to the officers, employees, and agents of the party being indemnified.

UPDATES​

You acknowledge that We may update these Terms from time to time to:

  1. Comply with applicable legislative requirements.
  2. Keep up with technological developments and customer needs.
  3. Protect our legitimate interests.

If changes are made, we will notify you at least 14 days in advance. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

USE OF SERVICES​

We grant You a non-exclusive, non-transferable right to access and use the Services for business purposes while these Terms remain in effect, subject to these Terms.

CREDIT-BASED PAYMENT FOR SERVICES​

Pre-paid Credits​

  • You must pre-pay Credits in US Dollars via this link.
  • We may charge surcharge fees (e.g., credit card surcharges and payment provider processing fees).
  • Credits will be deducted each time you use the Services.
  • Unused Credits expire after 3 years and are non-refundable.

INTELLECTUAL PROPERTY​

Existing Material​

  • Each party retains ownership of its Intellectual Property Rights.
  • You grant Us a royalty-free licence to use your Existing Material for providing Services.

Output Material​

  • You retain all Intellectual Property Rights in any Output Material.

Data Ownership and Indemnity​

  • You retain ownership of your Data and must ensure compliance with applicable laws.
  • You agree to indemnify Us against any Claims arising from the unlawful use of Data.

YOUR GENERAL OBLIGATIONS​

  • You must use the Services for lawful internal business purposes only.
  • You must keep all authentication credentials secure and notify Us of any security breaches.
  • You must not modify, copy, reverse engineer, or tamper with the Services.

CONFIDENTIALITY​

Obligation of Confidentiality​

  • You must not disclose Confidential Information without Our prior written consent.
  • You must return all Confidential Information upon request or termination of the agreement.
  • You indemnify Us against any losses resulting from breaches of confidentiality.

WARRANTIES AND LIMITATION OF LIABILITY​

Our Warranties​

  • We have the right to enter into these Terms.
  • We have the necessary licences and competencies to provide the Services.
  • We will comply with all applicable laws.

Your Warranties​

  • You have the right to enter into these Terms.
  • You are not insolvent or under financial distress.
  • You are responsible for ensuring compliance with all legal obligations.

Limitation of Liability​

  • Our liability is limited to the amount you paid under these Terms.
  • We are not liable for indirect, special, incidental, or consequential damages.

TERMINATION​

Your Right to Terminate​

  • You may terminate these Terms with 14 days' written notice if we breach these Terms.

Our Right to Terminate​

  • We may terminate these Terms with 14 days' notice if you breach these Terms.
  • We may terminate immediately if you experience an Insolvency Event.

Expiry of Rights​

  • Upon termination, all rights to use the Services will end.
  • No refunds will be provided for payments made in advance.

VARIATION​

  • We may vary these Terms at any time, subject to notice requirements.

GENERAL TERMS​

  • These Terms constitute the entire agreement between the parties.
  • These Terms are governed by the laws of the Australian Capital Territory.
  • Failure to enforce any provision does not constitute a waiver.
  • Notices must be sent via email and will be deemed given upon transmission.

Effective Date: 17 February 2025