Terms & Conditions
Ipiphany AI Ltdendeavours to ensure that the information in this website is accurate and current, but does not accept liability for any error or omission.
All warranties, whether expressed or implied, as to the accuracy or completeness of the information contained on this website or in respect of any products or materials referred to on this website are excluded to the extent permitted by law.
Links on this website may lead to other websites and some information on this website may be provided by third parties.Ipiphany AI Ltdaccepts no responsibilities for the currency or accuracy of such information. You should verify such information with those third parties directly.
The copyright in all materials displayed or available on this website, belongs toIpiphany AI Ltdunless otherwise stated.
Unless otherwise stated, you are permitted to copy textual material published byIpiphany AI Ltdon this website for your own non-commercial use only, provided you retain and display any copyright notice applying to the material. Individual items may have more specific terms and conditions associated with them, in which case those terms and conditions will apply to that item in place of this general permission.
Except as set out above, all rights to the website (including rights in text, graphics, selection, arrangement and overall website design) are reserved and no right or licence is granted or implied under any copyright, patent, trade mark or other intellectual property right ofIpiphany AI Ltdor any other party as consequence of the publication of any material on this website.
No material from this website may be reproduced or distributed in any media without written permission (which includes email) fromIpiphany AI Ltd.
Use of this website is deemed to be acceptance of the terms and conditions contained in this policy.Ipiphany AI Ltdmay vary this policy at any time. The current version of the policy will be maintained on the website.
In these Terms, unless the context indicates otherwise:
Access Codesmeans the access codes assigned by Customer, the System Administrator and/or Users, enabling Users to access the Site and the Product, including user ID and password(s);
Business Daymeans any day excluding Saturdays, Sundays and statutory public holidays in the Territory;
Business Hoursmeans 8.30am to 5.30pm on Business Days;
Confidential Informationmeans any information:
Consulting Supportmeans the number of hours' consulting support as set out on the Front Sheet to assist Customer to establish a Use Case;
Currencymeans the currency specified on the Front Sheet;
Defectmeans a bug, error or defect in the Product;
Documentationmeans the instruction manuals, user guides and/or other information made available byIpiphany AI Ltdto its customers generally in connection with the use of the Product;
Front Sheetmeans the front sheet attached to these Licence Terms;
Intellectual Property RightsorIPRmeans trade marks, rights in domain names, copyright, patents, and all other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
Licencemeans the licence granted byIpiphany AI Ltdto Customer to access and use the Product and Documentation as set out in clause 2;
Licence Feemeans the licence fee specified on the Front Sheet;
Licence Termmeans the period specified as such on the Front Sheet;
PCI Standardsmeans the Payment Card Industry Data Security Standards, as may be modified or updated from time to time during the Term;
Permitted Purposemeans access to and use of the Product and Documentation by Customer or its User(s) for Customer's internal business purposes only;
Privacy Lawsmeans any legislation which affects privacy or the collection, storage, handling, use or processing of personal information, including the Personal Information Protection Act and any codes of conduct, administrative decisions, directives or orders made or issued under such legislation;
Productmeans the proprietary software developed by or on behalf ofIpiphany AI Ltdand known at the date of this agreement as "Ipiphany Vs 1.0" (including any Updates and/or Upgrades), which is hosted on the Site;
Recordsmeans feedback records submitted by, and/or collected from or in respect of, customers of Customer, for processing via the Product;
Servicesmeans Consulting Support and the Support Services;
Sitemeans the site hosted and maintained on behalf ofIpiphany AI Ltdatwww.ipiphany.ai,www.ipiphany.io(or other replacement URL notified byIpiphany AI Ltdfrom time to time);
Support Servicesmeans:
System Administratorhas the meaning given to that term in clause 3.2;
Termhas the meaning given to that term in clause 12.1;
Territorymeans the territory specified on the Front Sheet;
Updatemeans any modification or enhancement of, or improvement to, the Product which is made available byIpiphany AI Ltdfrom time to time during the Term;
Upgrademeans a significant release of the Product incorporating a feature or capability not present in the Product in the previous release, which is made available byIpiphany AI Ltdto its customers generally from time to time during the Term;
Upgrade Feehas the meaning given to that term in clause 4.2;
Use Casemeans a specification established for Customer's use of the Product in relation to a specific dataset; and
Usermeans an employee or individual contractor of Customer, who uses the Product under the Licence.
In this agreement, unless the context indicates otherwise:
If there is a conflict between a provision in these Terms and a provision in the Front Sheet, the provision in these Terms will prevail to the extent that such conflict exists.
Ipiphany AI Ltdwill set up Customer's access to the Site in order to enable Customer to access and use the Product and the Documentation on the basis set out in this agreement.
Ipiphany AI Ltdgrants to Customer a non-exclusive, non-transferable licence to access and use the Product and the Documentation for the Permitted Purpose during the Term. Except to the extent authorised under applicable law, any other use of the Product or Documentation withoutIpiphany AI Ltd's prior written consent will be a material breach of this agreement.
Except as expressly set out in this agreement, Customer will not:
Customer will:
Customer must permitIpiphany AI Ltdand/or its nominees, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and computer equipment and systems at those premises, at which the Product or the Documentation is being accessed or used, for the purpose of verifying that Customer is complying with the terms of the Licence.
Without limiting clause 2.4(h), Customer will be responsible for maintaining a suitable internet connection to enable it to access and use the Product via the Site.
Customer will designate a contact and one alternate as the responsible party for communicating withIpiphany AI Ltdduring the Term (System Administrator). Customer's System Administrator may establish accounts for Users under this agreement.
Customer acknowledges that, in order to access and use the Product, Users will be required to connect to the Site and log-in using Access Codes. Customer is responsible for ensuring the security and confidentiality of the Access Codes. Customer will be solely responsible for all activities that occur using the Access Codes. Customer will notifyIpiphany AI Ltdpromptly if it becomes aware of any unauthorised use of any Access Codes or any unauthorised access to the Site or the Product.
Ipiphany AI Ltdmay suspend Customer's access to the Site and Product if it becomes aware of any unauthorised access to or use of the Site and/or Product using the Access Codes.
Ipiphany AI Ltdmay, at its sole discretion, make Updates available during the Term. Any such Updates will be made to the Product in accordance withIpiphany AI Ltd's standard practices and procedures. No additional consideration is payable by Customer for any Update.
Ipiphany AI Ltdmay, at its sole discretion, make Upgrades available to Customer during the Term. IfIpiphany AI Ltdmakes an Upgrade available, it will notify Customer and will provide details of the applicable fee for that Upgrade (Upgrade Fee). If Customer notifiesIpiphany AI Ltdthat it wishes to receive the Upgrade for that Upgrade Fee, Customer will pay the Upgrade Fee toIpiphany AI LtdandIpiphany AI Ltdwill make the Upgrade available to Customer.
In consideration for payment by Customer of the Licence Fee,Ipiphany AI Ltdwill provide the Services to Customer in accordance with the terms of this agreement.
Ipiphany AI Ltdwill correct Defects within a reasonable time following notification by Customer.Ipiphany AI Ltdwill have no obligation under this clause if any Defect in the Product results from any use of the Product other than in accordance with the terms of this agreement.
All IPR in the Product, the Documentation andIpiphany AI Ltd's logos and trade marks (together,Ipiphany AI Ltd IPR) are owned byIpiphany AI Ltdand/or its licensors. Customer acknowledges that there is no transfer of title or ownership of theIpiphany AI Ltd IPR(or any part of it) to Customer under this agreement.
All IPR in Records will be retained by Customer and/or its licensors. Customer grants toIpiphany AI Ltda royalty-free, worldwide, non-exclusive licence to use the Records for the purpose of performingIpiphany AI Ltd's obligations under this agreement, and to sub-license this right toIpiphany AI Ltd's third party service provider(s). Customer warrants it owns the Records and/or is entitled to grant the licence in this clause.
Customer must pay the Licence Fee toIpiphany AI Ltdbefore its User(s) may access the Product.
If Customer wishes to receive an Upgrade during the Term, it must pay the Upgrade Fee toIpiphany AI Ltdunder clause 4.2 before Customer or any of its Users may access and install the Upgrade.
Customer may, at any time during the Term, increase the maximum number of records processed under this agreement, by notifyingIpiphany AI Ltdin writing. Before the relevant increase is applied, Customer must payIpiphany AI Ltdthe applicable fees specified on the Front Sheet.
All monetary amounts in this agreement are stated and are payable in the Currency, unless expressly stated otherwise.
All monetary amounts payable under this agreement are exclusive of GST or other applicable sales taxes. Customer must pay GST or other applicable sales taxes toIpiphany AI Ltdat the time that it pays the applicable amounts, at the rate and in the manner prescribed by applicable law.
Ipiphany AI Ltdwill issue a tax invoice to Customer for all amounts payable under this agreement as soon as they become due.
Except as set out in clauses 6.1 to 6.3, and unless the Front Sheet specifies otherwise, each invoice received by Customer under this agreement, and which complies with this clause 6, will be payable toIpiphany AI Ltdwithout set off or deduction on or before the later of:
Customer must payIpiphany AI Ltdinterest at the default interest rate of 10% per annum (or, if lower, the maximum rate permitted by applicable law) on any overdue amounts owed by Customer under this agreement, calculated daily from the due date until the actual day of payment. Customer will pay toIpiphany AI Ltdall reasonable costs (including collection costs) thatIpiphany AI Ltdincurs in attempting to recover any such overdue amounts.
In addition to its rights in clause 6.7,Ipiphany AI Ltdmay suspend Customer's access to the Product if Customer fails to pay any amount by the due date for payment.
Ipiphany AI Ltdwarrants that:
To the fullest extent permitted by applicable law, Customer's sole and exclusive remedy for breach of a warranty in clause 7.1(a) or (b) is (atIpiphany AI Ltd's option) the re-supply of the Product or re-performance of the relevant services (as applicable) or refund or waiver of Licence Fees for the Term.Ipiphany AI Ltd's obligation under this clause is subject to Customer's compliance with the terms of this agreement.
Customer acknowledges that:
To the fullest extent permitted by applicable law, and except as expressly set out in this agreement,Ipiphany AI Ltdexcludes all warranties, conditions, terms, representations and undertakings, whether express, implied, statutory or otherwise, including any condition or warranty of merchantability or fitness for a particular purpose.Ipiphany AI Ltddoes not warrant that the Product will meet any of Customer's requirements, that the Product will be uninterrupted or free of Defects, or that all Defects will be corrected.
Ipiphany AI Ltd Indemnity:Ipiphany AI Ltdwill indemnify Customer against any loss, damage or costs finally awarded against Customer by a court in respect of a successful third party claim against Customer that the Product infringes any patent or copyright of that third party, provided that:
the claim has not, in part or full, arisen from unauthorised use of the Product by Customer or by its breach of this agreement;
Customer notifiesIpiphany AI Ltdin writing within 5 Business Days of the claim arising;
Customer givesIpiphany AI Ltdsole control of the defence of the claim and all related settlement negotiations; and
Customer givesIpiphany AI Ltdall assistance, information and authority necessary to defend and/or settle the claim (and any reasonable out-of-pocket expenses incurred by Customer in providing such assistance will be reimbursed byIpiphany AI Ltd).
The maximum liability of either party to the other party for any incident or series of related incidents under or in connection with this agreement (whether in contract, tort or otherwise) will be the greater of:
Subject to clause 9.3,Ipiphany AI Ltdwill not be liable to Customer whether in contract, tort (including negligence) or otherwise in respect of any:
The limitations of liability in clauses 9.1 and 9.2 will not apply to:
Each party will comply with all Privacy Laws relating to the processing of personal information under or in connection with this agreement.
Ipiphany AI Ltdwill:
Ipiphany AI Ltdwill not transfer any personal information referred to in clause 10.1 to any country without Customer's prior written approval.
Customer warrants that it has obtained all necessary consents from third parties to enableIpiphany AI Ltdto store, transmit, access or otherwise process any Records as may be necessary to enableIpiphany AI Ltdto carry out its obligations under this agreement.
Each party will maintain as confidential at all times, and will not at any time, directly or indirectly:
disclose or permit to be disclosed to any person; or
use for itself to the detriment of the other party, any Confidential Information except:
as required by law;
as is already or becomes public knowledge, otherwise than:
as authorised in writing by the other party; or
to the extent reasonably required in order to give effect to this agreement.
This agreement will commence on the Commencement Date and, unless terminated earlier, will continue for the Licence Term (Term).
Customer may terminate this agreement on or at any time after the Commencement Term by giving [30] days' written notice toIpiphany AI Ltd.
Either party (the First Party) may terminate this agreement at any time and with immediate effect by written notice to the other party (the Second Party) if the Second Party:
On expiry or termination of this agreement:
Any notice or other communication to be given under this agreement will be in writing and delivered to the recipient at its address set out in the Front Sheet. If sent by email, delivery will be deemed to have occurred when the recipient acknowledges receipt (whether by way of an automated message or otherwise).
Any notice transmitted by email or delivered after 5.00 pm on a Business Day, or at any time on a non Business Day, will be deemed received at 9.00 am on the next Business Day (being, in each case, the time of day at the intended place of receipt of that notice).
Neither party (Affected Party) will be liable for any act, omission or failure by it under this agreement if that act, omission or failure results directly from an event or circumstances beyond the reasonable control of the Affected Party.
Ipiphany AI Ltdmay appoint subcontractors to perform any of its obligations under this agreement.Ipiphany AI Ltdwill remain liable to Customer for all acts or omissions of any subcontractor appointed byIpiphany AI Ltd.
No amendment to this agreement will be valid unless recorded in writing and signed by a duly authorised representative of each party.
Customer may not transfer, sub-licence or assign any of its rights or obligations under this agreement to any other person withoutIpiphany AI Ltd's prior written consent.
These Terms and the Front Sheet, and any related non-disclosure agreement between the parties, record the entire agreement between the parties relating to all matters dealt with in this agreement and supersede all previous arrangements, whether written, oral or both, relating to such matters.
The rights, powers and remedies provided in this agreement are cumulative and are in addition to any rights, powers or remedies provided by applicable law.
No waiver of any breach, or failure to enforce any provision, of this agreement at any time by either party will in any way limit or waive the right of such party to subsequently enforce and compel strict compliance with the provisions of this agreement.
If any provision of this agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this agreement. The invalidity or unenforceability of that provision will not affect the other provisions of this agreement, all of which will remain in full force and effect to the extent permitted by applicable law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.
This agreement is governed by the laws of State of Illinois. The parties submit to the non-exclusive jurisdiction of the State of Illinois courts in respect of all matters relating to this agreement.
Ipiphany AI Ltdendeavours to ensure that the information in this website is accurate and current, but does not accept liability for any error or omission.
All warranties, whether expressed or implied, as to the accuracy or completeness of the information contained on this website or in respect of any products or materials referred to on this website are excluded to the extent permitted by law.
Links on this website may lead to other websites and some information on this website may be provided by third parties.Ipiphany AI Ltdaccepts no responsibilities for the currency or accuracy of such information. You should verify such information with those third parties directly.
The copyright in all materials displayed or available on this website, belongs toIpiphany AI Ltdunless otherwise stated.
Unless otherwise stated, you are permitted to copy textual material published byIpiphany AI Ltdon this website for your own non-commercial use only, provided you retain and display any copyright notice applying to the material. Individual items may have more specific terms and conditions associated with them, in which case those terms and conditions will apply to that item in place of this general permission.
Except as set out above, all rights to the website (including rights in text, graphics, selection, arrangement and overall website design) are reserved and no right or licence is granted or implied under any copyright, patent, trade mark or other intellectual property right ofIpiphany AI Ltdor any other party as consequence of the publication of any material on this website.
No material from this website may be reproduced or distributed in any media without written permission (which includes email) fromIpiphany AI Ltd.
Use of this website is deemed to be acceptance of the terms and conditions contained in this policy.Ipiphany AI Ltdmay vary this policy at any time. The current version of the policy will be maintained on the website.
Ipiphany AI Ltdendeavours to ensure that the information in this website is accurate and current, but does not accept liability for any error or omission.
All warranties, whether expressed or implied, as to the accuracy or completeness of the information contained on this website or in respect of any products or materials referred to on this website are excluded to the extent permitted by law.
Links on this website may lead to other websites and some information on this website may be provided by third parties.Ipiphany AI Ltdaccepts no responsibilities for the currency or accuracy of such information. You should verify such information with those third parties directly.
The copyright in all materials displayed or available on this website, belongs toIpiphany AI Ltdunless otherwise stated.
Unless otherwise stated, you are permitted to copy textual material published byIpiphany AI Ltdon this website for your own non-commercial use only, provided you retain and display any copyright notice applying to the material. Individual items may have more specific terms and conditions associated with them, in which case those terms and conditions will apply to that item in place of this general permission.
Except as set out above, all rights to the website (including rights in text, graphics, selection, arrangement and overall website design) are reserved and no right or licence is granted or implied under any copyright, patent, trade mark or other intellectual property right ofIpiphany AI Ltdor any other party as consequence of the publication of any material on this website.
No material from this website may be reproduced or distributed in any media without written permission (which includes email) fromIpiphany AI Ltd.
