Terms of Service
Last Updated: 14/06/2026
GreenLens SaaS Terms and Conditions
Parties
GreenLens Analytics (ABN 73 865 697 346) (GreenLens)
The customer identified in the Subscription Details (Customer).
By accepting these Terms and Conditions or the Subscription Details (whether by clicking "I Accept", "Agree", or equivalent), the individual completing the online sign-up, subscription or Subscription Details process represents and warrants that they have authority to bind Customer to this Agreement. Customer's registered name, ACN or ABN, and address are as specified in the Subscription Details.
Background
GreenLens is the proprietor of the software-as-a-service platform and related services.
Customer wishes to access and use GreenLens’ Services for its internal business purposes.
GreenLens agrees to provide Customer with access to and use of the Services in accordance with the terms and conditions of this Agreement.
Agreed Terms
1. Definitions and Interpretation
1.1 Definitions
ACL: the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)).
Aggregated Statistics: data and information related to Customer’s use of the Services that is used by GreenLens in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.
Agreement: these Terms and Conditions together with the Subscription Details.
AI Features: any artificial intelligence, machine learning, automated recommendation, generative, estimation, summarisation, classification, matching or similar functionality made available by GreenLens as part of, or in connection with, the Services.
Authorised User: Customer's employees, consultants, contractors, and agents who are authorised by Customer to access and use the Services under the rights granted to Customer under this Agreement and for whom access to the Services has been purchased.
Business Day: a day on which banks are open for business in Victoria, other than a Saturday, Sunday or public holiday in that place.
Commencement Date: the date specified in the Subscription Details as the commencement date or, if no commencement date is specified in the Subscription Details, the date on which Customer accepted the Subscription Details.
Confidential Information: includes the following:
any information of a confidential nature concerning the business, affairs, customers, clients, users or suppliers of a party or any of its Related Bodies Corporate, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customer lists;
Customer Data; and
the terms of this Agreement.
Corporations Act: the Corporations Act 2001 (Cth).
Customer Data: other than Aggregated Statistics, any information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorised User through or in connection with the Services.
Data Breach Investigation: an investigation as required to be carried out in accordance with clause 13.4(c).
Data Incident: an Eligible Data Breach that has, or is reasonably suspected to have, occurred in respect of any Personal Information GreenLens has collected, held, used or disclosed in the course of or relating to this Agreement.
Documentation: GreenLens' end user documentation relating to the Services, as made available by GreenLens through the Services or on GreenLens' website from time to time.
Eligible Data Breach: an eligible data breach as that term is defined in the Privacy Act.
Feedback: any communications or materials provided by Customer or an Authorised User to GreenLens by mail, email, telephone or otherwise, suggesting or recommending changes to the GreenLens IP, including new features or functionality, or any comments, questions, suggestions or the like.
Fees: the fees for the Services as specified in the Subscription Details and any other amounts payable by Customer to GreenLens under this Agreement.
Force Majeure Event: the definition given in clause 15.8(a).
Government Agency: any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
GreenLens IP: any and all Intellectual Property Rights in the Services and the Documentation and any templates, formats, dashboards and the like as modified or improved from time to time that are accessible by or generated from Customer's use of the Services, excluding any Customer Data. For the avoidance of doubt, GreenLens IP includes any Aggregated Statistics and any information, data, or other content derived from GreenLens' monitoring of Customer's access to or use of the Services, but does not include Customer Data.
GST: the definition given to that term in the GST Act.
GST Act: the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
GST Law: the definition given to that term in the GST Act.
Initial Term: the definition given in clause 12(a).
Insolvency Event: in relation to a person, means that person is or states that it is insolvent; is unable to pay its debts as and when they fall due; enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, any of its creditors; has a receiver, receiver and manager, administrator, controller, liquidator, provisional liquidator, trustee in bankruptcy or similar external administrator appointed to it or any of its assets; an application or order is made for its winding up, dissolution, bankruptcy or deregistration; or anything analogous or having a substantially similar effect occurs under the laws of any applicable jurisdiction.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs and unregistered designs, topography rights and database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets and datasets), technology and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist now or in the future, anywhere in the world.
Personal Information: personal information as that term is defined in the Privacy Act.
Privacy Act: the Privacy Act 1988 (Cth).
Privacy Policy: GreenLens' privacy policy as published on GreenLens' website from time to time, a copy of which is made available through the Services or provided to Customer on request.
Related Body Corporate: the definition given in section 9 of the Corporations Act.
Renewal Term: the definition given in clause 12(b).
Security Measures: GreenLens' data security policy as published on GreenLens' website from time to time, a copy of which is made available through the Services or provided to Customer on request.
Sensitive Information: sensitive information as that term is defined in the Privacy Act.
Service Levels: the service levels described on GreenLens' website or otherwise made available by GreenLens online, as amended from time to time.
Service Suspension: any suspension described in clause 2(f).
Services: the software-as-a-service, platform, applications, functionality and related services described in the Subscription Details (and any supporting documentation or product description page incorporated by reference into the Subscription Details), as supplied (or to be supplied) by GreenLens to Customer, and as amended, updated, altered, modified or enhanced from time to time in accordance with clause 15.1.
Subscription Details: the online or electronic subscription page, product page, or checkout screen made available by GreenLens through which Customer specifies the Services to be acquired and the applicable commercial terms, including Fees, the Initial Term, subscription plan details, the number of Authorised Users, and any applicable Service Levels, and which Customer accepts by clicking an "I Accept", "Agree", or equivalent acceptance button, or by otherwise completing the online ordering or subscription process, each such accepted form constituting a separate subscription and incorporated into and forming part of this Agreement.
Support Services: the support services described on GreenLens’ website or otherwise made available by GreenLens, as amended from time to time.
Term: the Initial Term together with any Renewal Term, each as specified in clause 12(a) and clause 12(b) by reference to the Subscription Details.
Third-Party Products: any third-party products or services made available, provided with, integrated with or incorporated into the Services, or identified in the Subscription Details or related online materials made available by GreenLens.
1.2 Interpretation
In this Agreement, the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:
Headings and subheadings are for convenience only and do not affect the interpretation of this Agreement.
References to clauses are references to the clauses of this Agreement.
References to parties are references to the parties to this Agreement.
Words denoting the singular include the plural and words denoting the plural include the singular.
Words denoting any gender include all genders.
The word “person” includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency.
A reference to any agreement or document (including this Agreement) includes any amendments to or replacements of that document.
A reference to a law includes:
legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;
any constitutional provision, treaty or decree;
any judgment; and
any rule or principle of common law or equity, and is a reference to that law as amended, consolidated, re-enacted, replaced or applied to new or different facts.
No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.
A reference to an amount of dollars, Australian dollars, $ or A$ is a reference to the lawful currency of the Commonwealth of Australia, unless the amount is specifically denominated in another currency.
Specifying anything in this Agreement after the terms “include”, “including”, “includes”, “for example”, “such as” or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary.
A reference to “writing” or “written” includes email and other electronic communications.
Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
If there is any conflict between the terms of the main body of this Agreement (General Terms, meaning all provisions of this Agreement other than those contained in the Subscription Details) and the terms of any Subscription Details, the following order of precedence applies: (i) the General Terms will prevail over the Subscription Details in respect of all legal, compliance, intellectual property, liability, privacy, indemnity, and termination provisions; and (ii) the Subscription Details will prevail over the General Terms in respect of the commercial terms specifically identified in the Subscription Details, including Fees, the Initial Term, subscription plan details, the number of Authorised Users, and the description of the Services. No Subscription Details may purport to modify or exclude the General Terms except where expressly permitted by the General Terms.
2. Access and Use
Subject to the terms and conditions of this Agreement, GreenLens grants Customer a non-exclusive, non-transferable (except in compliance with clause 15.3) right for its Authorised Users to access and use the Services during the Term in accordance with the Documentation for Customer’s internal business operations. The maximum number of Authorised Users is as specified in the Subscription Details, and Customer must not exceed that number without GreenLens’ prior written consent (which may require an adjustment of the Fees payable under the relevant Subscription Details).
GreenLens will provide or make available the account registration, login and access mechanisms necessary to allow Customer to access the Services.
Subject to this Agreement, GreenLens grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with clause 15.3) licence to use the Documentation during the Term solely in connection with its use of the Services.
Customer warrants and represents that, in accessing or using the Services, it will not, and will not permit Authorised Users to:
copy, modify or create derivative works of the Services or Documentation, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or Documentation;
reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
remove any proprietary notices from the Services or Documentation; or
use the Services or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law.
GreenLens reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title or interest in or to the GreenLens IP.
Notwithstanding anything to the contrary in this Agreement, GreenLens may temporarily suspend Customer’s or one or more Authorised User’s access to any portion or all of the Services if GreenLens reasonably determines that:
there is a threat or attack on any of the GreenLens IP;
Customer’s or any Authorised User’s use of the GreenLens IP disrupts or poses a security risk to the GreenLens IP or to any other customer or vendor of GreenLens;
Customer, or any Authorised User, is using the GreenLens IP for fraudulent or illegal activities;
GreenLens’ provision of the Services to Customer or any Authorised User is prohibited by applicable law;
any vendor of GreenLens has suspended or terminated GreenLens’ access to or use of any Third-Party Products required to enable Customer to access the Services; or
in accordance with clause 5(c).
GreenLens will use reasonable endeavours to:
provide notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension; and
resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured.
From time to time, GreenLens may make available certain features, functionality or services that are identified as "beta", "preview", "early access", "pilot" or similar (Beta Features). Beta Features are provided on an "as is" and "as available" basis without any warranty, representation or service level commitment of any kind. GreenLens may modify, suspend or discontinue any Beta Feature at any time without notice and without liability to Customer. Customer's use of Beta Features is entirely at its own risk, and GreenLens will have no liability to Customer for any loss or damage arising from or in connection with Customer's access to or use of any Beta Feature (to the extent permitted by law). Notwithstanding the foregoing, any Customer Data submitted through a Beta Feature remains subject to the confidentiality and data protection obligations set out in clauses 7 and 13 of this Agreement.
Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that GreenLens:
may monitor Customer’s use of the Services and collect and compile Aggregated Statistics based on Customer Data input into the Services;
retains all right, title, interest and Intellectual Property Rights in the Aggregated Statistics; and
may make Aggregated Statistics publicly available in compliance with applicable law and use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
3. Customer Responsibilities
Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
Without limiting the generality of clause 3(a), Customer is responsible for all acts and omissions of Authorised Users, and any act or omission by an Authorised User that would constitute a breach of this Agreement will be deemed a breach of this Agreement by Customer.
Customer must use reasonable endeavours to make all Authorised Users aware of this Agreement’s provisions as applicable to such Authorised User’s use of the Services, and must cause Authorised Users to comply with such provisions.
GreenLens may make Third-Party Products available to Customer from time to time and such Third-Party Products are subject to their own terms and conditions. GreenLens does not control and has no liability for Third-Party Products.
4. Service Levels and Support
The access rights granted under clause 2(a) entitle Customer to the Service Levels for the Term only to the extent included in the applicable subscription tier or otherwise purchased under the Subscription Details.
The access rights granted under clause 2(a) entitle Customer to the Support Services for the Term to the extent included in the applicable subscription plan or otherwise purchased by Customer.
Subject to the terms and conditions of this Agreement, GreenLens will use reasonable endeavours to make the Services available at least 99.5% of the time in each calendar month during the Term, excluding any unavailability caused by:
an act or omission of Customer or any Authorised User;
Customer's or any Authorised User's internet connectivity;
a Force Majeure Event;
any failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by GreenLens under this Agreement;
Scheduled Downtime; or
suspension of the Services pursuant to clause 2(f).
For the purposes of this Agreement, Scheduled Downtime means any planned outage of the Services notified by GreenLens to Customer in advance.
5. Fees and Payment
Customer must pay GreenLens the Fees as specified in the Subscription Details, in accordance with the payment terms set out in the Subscription Details (or, if no payment terms are specified, within 7 days of the date of GreenLens’ invoice), without offset or deduction except to the extent expressly permitted by this Agreement.
GreenLens may issue invoices, charge payment methods, or otherwise collect payment in accordance with the billing frequency specified in the Subscription Details.
If Customer fails to make any payment when due and that failure continues for 7 days or more after notice from GreenLens, then, without limiting GreenLens’ other rights and remedies, GreenLens may suspend Customer’s and its Authorised Users’ access to any portion or all of the Services until the overdue amount is paid.
6. Goods and Services Tax
6.1 Definitions
Words used in this clause 6 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.
6.2 GST
Unless expressly stated otherwise, the consideration for any supply under or in connection with this Agreement is exclusive of GST.
To the extent that any supply made under or in connection with this Agreement is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the amount payable by Customer is the consideration provided under this Agreement for that supply (unless it expressly includes GST) plus an amount (Additional Amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.
Customer must pay the Additional Amount at the same time as the consideration to which it is referable, and on the issue of an invoice relating to the supply.
Whenever an adjustment event occurs in relation to any taxable supply to which clause 6.2(b) applies:
GreenLens must determine the amount of the GST component of the consideration payable; and
if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
7. Confidential Information
Each party (Recipient) must keep secret and confidential and not disclose any Confidential Information that is disclosed to the Recipient by the other party, its representatives or advisers except:
where the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient);
if the Recipient is required to disclose the information by applicable law or the rules of any recognised securities exchange, provided that the Recipient has consulted with the other party as to the form and content of the disclosure (to the extent permitted by law);
where the disclosure is expressly permitted under this Agreement;
if disclosure is made to its officers, employees and professional advisers to the extent necessary to enable the Recipient to properly perform its obligations under this Agreement or to conduct their business generally, in which case, the Recipient must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person; or
if the party to whom the information relates has consented in writing before the disclosure.
The Recipient must not use the other party’s Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement.
Each Recipient must ensure that its directors, officers, employees, agents, representatives and Related Bodies Corporate comply in all respects with the Recipient’s obligations under this clause 7.
8. Intellectual Property
Customer acknowledges that GreenLens owns all right, title and interest, including all Intellectual Property Rights, in and to the GreenLens IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title and interest, including all Intellectual Property Rights, in and to the Third-Party Products.
GreenLens acknowledges that Customer owns all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data.
Customer grants to GreenLens a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, process, reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for GreenLens to provide, secure, maintain and improve the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
Customer acknowledges and agrees that GreenLens is free to use, without any attribution or compensation to any party, any Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
Customer hereby grants to GreenLens a non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable, worldwide licence to use, reproduce, modify, create derivative works from, distribute and otherwise exploit any ideas, know-how, concepts, techniques or other Intellectual Property Rights contained in any Feedback, for any purpose including improving and developing the Services and GreenLens IP.
9. Warranties
GreenLens warrants that during the Term, the Services will perform materially in accordance with the Documentation and will be provided with reasonable care and skill. Other than as expressly set out in this Agreement (including the warranties in this clause 9), and subject to clause 11(e), GreenLens excludes all other rights, representations, conditions, warranties, guarantees, undertakings, remedies or other terms in relation to the Services to the maximum extent permitted by law.
Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform this Agreement and, in the case of Customer, that the individual accepting this Agreement or the applicable Subscription Details on its behalf is duly authorised to bind it.
10. Indemnity
Customer indemnifies GreenLens against any direct losses, liabilities, costs, charges or expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by GreenLens for any claims brought by a third party against GreenLens to the extent arising out of or in connection with:
use of the Services by Customer or any Authorised User in a manner that breaches this Agreement; or
any allegation that the Customer Data infringes, misappropriates or otherwise violates a third party’s Intellectual Property Rights.
GreenLens undertakes at its own expense to defend Customer or, at its option, settle any claim or action brought against Customer alleging that Customer’s use of the Services in accordance with this Agreement infringes, misappropriates or otherwise violates a third party’s Intellectual Property Rights (IP Claim) and will be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against Customer as a result of or in connection with any such IP Claim. This clause 10(b) states Customer's sole and exclusive remedy, and GreenLens’ entire liability, with respect to any infringement or alleged infringement of a third party's Intellectual Property Rights by the Services. The indemnity in this clause 10(b) is subject to Customer:
as soon as reasonably practicable, giving notice of the IP Claim to GreenLens, specifying the nature of the IP Claim in reasonable detail;
not making any admission of liability, agreement or compromise in relation to the IP Claim without the prior written consent of GreenLens (such consent not to be unreasonably conditioned, withheld or delayed), except where required by law;
giving GreenLens and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Customer, so as to enable GreenLens and its professional advisers to examine them and to take copies (at GreenLens’ expense) for the purpose of assessing the IP Claim; and
taking such action as GreenLens may reasonably request to avoid, dispute, compromise or defend the IP Claim, with GreenLens bearing the reasonable out-of-pocket costs of such cooperation.
Without prejudice to clause 10(e), GreenLens’ obligations under clause 10(b) will not apply to the extent any IP Claim is caused or contributed to by:
use of the Services by Customer or any Authorised User in breach of this Agreement, or in combination with any products, services, software or materials not provided by or on behalf of GreenLens and not specified in the Documentation, where the infringement would not have occurred but for such combination; or
Customer Data or any third-party products independently sourced or specified by Customer (and not provided, integrated or made available by GreenLens as part of the Services).
If:
use of the Services is determined in a court of law to be infringing;
GreenLens reasonably determines that use by Customer of the Services in accordance with this Agreement is likely to constitute infringement of a third party’s Intellectual Property Rights; or
an injunction or similar order is granted in connection with a Claim that prevents or restricts the use by Customer of the Services in accordance with this Agreement, then GreenLens must, at its own expense and option, promptly:
procure for Customer the right to continue using the Services;
modify or replace the affected part of the Services so that they become non-infringing while providing materially equivalent functionality; or
if neither (A) nor (B) is achievable using reasonable endeavours, terminate this Agreement (or the affected Subscription Details) on written notice to Customer, in which case GreenLens must refund to Customer any prepaid Fees on a pro-rata basis for the unexpired portion of the then-current Term.
Nothing in this clause 10 will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under any indemnity in this Agreement.
11. Limitation of Liability
Subject to the other terms of this clause 11, GreenLens excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in this Agreement to the maximum extent permitted by law.
Subject to the other terms of this clause 11, each party’s maximum aggregate liability to the other party in any 12-month period for any loss or damage arising out of or in connection with this Agreement, including any breach of this Agreement however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to an amount equal to Fees and any other charges paid or payable by Customer under this Agreement in the 12-month period preceding the matter or event giving rise to the claim.
Subject to the other terms of this clause 11, neither party will be liable to the other party, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Agreement, including any:
loss of profits;
loss of production;
loss of agreements or contracts;
loss of, or damage to, goodwill;
loss of reputation;
loss of sales or business;
loss of business opportunity;
loss of anticipated savings; and
loss, or corruption, of software, data or information.
Subject to the other terms of this clause 11, GreenLens will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorised User may incur as a result of a Service Suspension, except to the extent the Service Suspension was not permitted under this Agreement or was caused by GreenLens’ negligence or wilful misconduct.
Nothing in this Agreement:
is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of the ACL, or the exercise of a right conferred by such a provision, or any liability of GreenLens in relation to a failure to comply with a guarantee that applies under the ACL to a supply of goods or services; or
limits or excludes a party’s liability:
for death or personal injury caused by its negligence or wilful misconduct or that of its employees, agents or contractors, as applicable;
for fraud or fraudulent misrepresentation by it or its employees, agents or contractors, as applicable;
where liability cannot be limited or excluded by applicable law;
for repudiation or abandonment of this Agreement;
for breach of confidentiality under clause 7; or
for infringement of a third party’s Intellectual Property Rights, including under clause 10(a) and clause 10(b).
Notwithstanding anything else in this clause 11, each party’s liability will be reduced to the extent the loss or damage is caused by or contributed to by the other party or the other party’s employees, agents or contractors.
12. Term and Termination
The initial term of this Agreement begins on the Commencement Date specified in the Subscription Details (or, if no Commencement Date is specified, the date on which Customer accepted the Subscription Details) and, unless terminated earlier pursuant to this Agreement’s provisions, will continue in effect for the period specified as the Initial Term or similar in the Subscription Details (Initial Term).
Unless the Subscription Details specifies that the Agreement does not automatically renew, on expiry of the Initial Term this Agreement will automatically renew for successive periods of 1 month each (each a Renewal Term and together with the Initial Term, the Term), unless the Subscription Details specifies a different renewal period, and unless either party gives the other party notice of non-renewal at least 7 days prior to the expiration of the then-current Initial Term or Renewal Term (or such longer notice period specified in the Subscription Details). For the avoidance of doubt, where the Subscription Details specifies an Initial Term of 12 months or more, the renewal period will default to monthly unless the parties agree otherwise in the Subscription Details.
GreenLens will provide notice of any applicable increase to the Fees at least 30 days (or such longer period specified in the Subscription Details) before the beginning of a Renewal Term. Any such notice must specify the revised Fees applicable to the Renewal Term. Where GreenLens provides notice of a fee increase, Customer may elect not to renew by providing notice of non-renewal in accordance with clause 12(b) at any time before the commencement of the Renewal Term. If Customer does not provide notice of non-renewal, Customer is taken to have accepted the revised Fees for the Renewal Term.
Without affecting any other right or remedy available to it, a party (Non-Defaulting Party) may terminate this Agreement with immediate effect by giving notice to the other party (Defaulting Party) if:
the Defaulting Party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
the Defaulting Party commits a material breach of any other term of this Agreement and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the Defaulting Party repeatedly breaches any of the terms of this Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
an Insolvency Event occurs in relation to the Defaulting Party (and the Corporations Act does not prevent the Non-Defaulting Party from terminating this Agreement because of that Insolvency Event).
On expiry or termination of this Agreement for any reason, GreenLens will make Customer Data available for export or download by Customer for a period of 30 days following the effective date of termination or expiry, after which GreenLens may delete all Customer Data in its systems or otherwise in its possession or control, except to the extent GreenLens is required by applicable law to retain any such data
The following clauses survive termination or expiry of this Agreement together with any other term that by its nature is intended to do so:
clause 7 (Confidential Information);
clause 8(c) and clause 8(d) (Intellectual property);
clause 10 (Indemnity);
clause 11 (Limitation of liability);
clause 12 (Term and termination);
clause 13 (Privacy and data protection);
clause 14 (Dispute resolution); and
clause 15.14 (Governing law and jurisdiction).
13. Privacy, Data Protection & Use of AI Features
13.1 Application of the Privacy Act
GreenLens warrants that it complies with and will continue to comply with the Privacy Act and all other applicable privacy laws.
Customer warrants that it complies with and will continue to comply with the Privacy Act and all other applicable privacy laws.
13.2 GreenLens’ Privacy Obligations
If GreenLens collects, holds, uses or discloses Personal Information in the course of or relating to this Agreement, GreenLens must handle all Personal Information in accordance with the Privacy Policy.
13.3 Customer’s Privacy Obligations
Customer warrants that it will not provide any Sensitive Information to GreenLens unless that information is necessary for GreenLens to perform its obligations under this Agreement and then only with GreenLens’ specific written consent.
13.4 Data Incident and Data Breach Investigation
If GreenLens becomes aware, or there are reasonable grounds to suspect, that a Data Incident has occurred, GreenLens must:
promptly take reasonable steps to, and bear any costs of, containing and resolving the Data Incident and preventing any further serious harm to affected individuals;
promptly notify Customer in writing stating:
the nature and details of the Data Incident;
the specific Personal Information affected;
the actions taken by GreenLens including those required at clause 13.4(a); and
the recommended next steps for each of the parties and the affected individuals;
identify whether the Data Incident is an Eligible Data Breach by conducting an investigation of the Data Incident within 20 days of becoming aware of the Data Incident (Data Breach Investigation);
engage in regular open and good faith discussions with Customer regarding:
the conduct and outcomes of the Data Breach Investigation;
its ongoing actions to contain and resolve the Data Incident and prevent any further serious harm to affected individuals in clause 13.4(a);
in the case of an Eligible Data Breach, whether Customer or GreenLens will make the relevant notifications under the Privacy Act and whether and to what extent any public or media statements will be made (in each case, Customer’s decision to be final), except that nothing in this clause 13.4(d)(iii) will prevent or restrict GreenLens from making any notification that GreenLens is independently required to make by applicable law, including any mandatory notification to the Office of the Australian Information Commissioner under the Privacy Act; and
where GreenLens is making the relevant notifications at clause 13.4(d)(iii), GreenLens must subject the notifications to Customer for approval before they are made (such approval to be given promptly and not to be unreasonably withheld).
13.5 Data Security
GreenLens has implemented and will maintain an information security program that uses appropriate physical, technical and organisational measures designed to protect Customer Data from unauthorised access, destruction, use, modification or disclosure, as described in its Security Measures.
13.6 AI Features
If Customer or an Authorised User elects to use any AI Features, Customer acknowledges and agrees that relevant Customer Data, including uploaded financial figures and derived summaries, may be transmitted to and processed by third-party service providers outside Australia, including in the United States, for the purpose of generating the requested output. Customer is responsible for ensuring it has obtained all consents and given all notices required by applicable law in relation to that processing.
Customer acknowledges and agrees that any output generated by AI Features is automated, may be incomplete, inaccurate or inappropriate, and is provided for general informational purposes only. GreenLens does not warrant the accuracy, completeness or suitability of any AI output, and that output does not constitute financial, accounting, legal or other professional advice.
Customer is solely responsible for the accuracy, quality, legality and integrity of all Customer Data. GreenLens does not audit, verify or independently confirm the accuracy or completeness of Customer Data or any reports, analytics, dashboards or commentary generated from it.
14. Dispute Resolution
If a dispute arises out of or in connection with this Agreement, including any dispute as to its formation, validity, breach or termination (Dispute), the party raising the Dispute must give written notice to the other party specifying the nature of the Dispute in reasonable detail (Dispute Notice).
Within 10 Business Days after service of a Dispute Notice (or such longer period as the parties agree in writing), representatives of each party with authority to settle the Dispute must meet (in person, by telephone or by video conference) and attempt in good faith to resolve the Dispute.
If a party fails, without reasonable excuse, to nominate a representative with authority to settle the Dispute or to attend the meeting referred to in clause 14(b) within the period specified, the Dispute will be taken to be unresolved at the conclusion of that period and the other party may proceed immediately to the next stage of this clause 14.
If the Dispute is not resolved within 20 Business Days after service of the Dispute Notice (or such longer period as the parties agree in writing), either party may refer the Dispute to mediation administered by the Resolution Institute (or such other mediation body as the parties agree) in accordance with its then-current mediation rules. The costs of the mediator will be shared equally between the parties unless the mediator determines otherwise.
If the Dispute is not resolved within 30 Business Days after referral to mediation (or such longer period as the parties agree in writing), either party may commence legal proceedings in accordance with clause 15.14. Nothing in this clause 14 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where that party reasonably considers it necessary to protect its rights.
15. General
15.1 Variation
Subject to clauses 15.1(b) to 15.1(d), any amendment or variation to this Agreement requires the express written agreement of both parties.
GreenLens may update its Privacy Policy, Security Measures, Service Levels, and the terms of this Agreement by giving Customer at least 30 days' prior written notice that identifies the key changes. Updates to the terms of this Agreement are limited to:
changes required by applicable law or regulation;
security requirements necessary to protect the Services or Customer Data; or
enhancements that add or improve (but do not remove or materially degrade) existing functionality of the Services.
If any update materially and adversely affects Customer's rights, Customer may terminate this Agreement without penalty by written notice given within 30 days of receiving notice of the update, and GreenLens must refund any prepaid Fees on a pro-rata basis for the unexpired portion of the then-current Initial Term or Renewal Term. If Customer does not terminate, continued use of the Services after the effective date of the update constitutes acceptance.
No update under this clause 15.1 may, without Customer's express written agreement:
increase Fees (subject to clause 12(c));
reduce the number of Authorised Users; or
expand Customer's indemnity obligations or limit GreenLens' liability below the limits in clause 11.
15.2 No Waiver
No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Agreement unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.
Words or conduct referred to in clause 15.2(a) include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.
15.3 Assignment, Novation and Other Dealings
Any rights of a party that arise out of or under this Agreement are not assignable by the party without the prior written consent of the other parties (such consent not to be unreasonably withheld), except that GreenLens may, without Customer's prior written consent, assign or novate this Agreement to: (i) a Related Body Corporate of GreenLens; or (ii) any successor entity in connection with a merger, acquisition, corporate restructure, or sale of all or substantially all of the business or assets of GreenLens to which this Agreement relates.
A breach of clause 15.3(a) by a party entitles the other parties to terminate this Agreement.
Clause 15.3(b) does not affect the construction of any other part of this Agreement.
15.4 Severability
If the whole or any part of a provision of this Agreement is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not.
Clause 15.4(a) does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under this Agreement.
15.5 No Merger
On completion or termination of this Agreement, the rights and obligations of the parties set out in this Agreement will not merge and any provision that has not been fulfilled remains in force.
15.6 Further Action
Each party must at its own expense do all things reasonably requested by the other party that are necessary to:
bind the party and any other person intended to be bound by this Agreement;
show that it is complying with this Agreement; and
give full effect to this Agreement and the transactions contemplated by this Agreement, and use all reasonable endeavours to procure that any third parties do the same.
15.7 Time of the Essence
Time is of the essence in this Agreement in respect of any date or time period and any obligation to pay money.
15.8 Force Majeure
Neither party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances, the affected party will be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected by the Force Majeure Event may terminate this Agreement by giving 14 days’ notice to the affected party.
The performance of the affected obligations must be resumed as soon as practicable after such Force Majeure Event is removed or has ceased.
15.9 Relationship of the Parties
Nothing in this Agreement gives a party authority to bind any other party in any way.
Nothing in this Agreement imposes any fiduciary duties on a party in relation to any other party.
15.10 Exercise of Rights
Each party must act reasonably in exercising any right, power, authority, discretion or remedy under or in connection with this Agreement, including the granting or withholding of any approval or consent, unless this Agreement expressly provides that a party may act in its absolute or sole discretion.
Any party may make any consent or approval required to be given by it under or in connection with this Agreement, or a waiver of any of its rights, powers, authority, discretion or remedies arising under or in connection with this Agreement, subject to conditions that must be complied with by the party seeking to rely on the consent, approval or waiver.
15.11 Remedies Cumulative
Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.
15.12 Entire Agreement
This Agreement states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.
15.13 No Reliance
No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in this Agreement.
15.14 Governing Law and Jurisdiction
This Agreement is governed by the law in force in Victoria.
Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement.