USER LICENCE AGREEMENT

Last Updated: April 16th 2024

The WSUD Maintenance Compliance Framework (the Framework) is provided by IES Stormwater Pty Ltd (ABN 79 101 258 182) (commonly known as Ocean Protect) (we, our, us) in good faith to councils to help them improve their implementation and management of Water Sensitive Urban Design (WSUD) assets within their jurisdiction so that this infrastructure can meet its intended objective to protect the environment and benefit communities (the “Framework Purpose”).

By accessing or using the Framework, you (the User) as an individual will be deemed to have accepted and agreed to be bound by the terms of this Agreement, and that you will inform any individual or entity you represent that uses this Framework of this Agreement and indicate to them that it applies to their use of the Framework. References to our Website in this Agreement are to the website available at wsudcompliance.com.au (the “Website“).

1. The Framework

1.1. The Framework is a package of information, resources, and tools that councils can use for the Framework Purpose. The Framework may be made available via the Website or provided directly to the User in response to an expression of interest in the Framework given via the Website or otherwise.

1.2. The Framework includes:

(a) WSUD Maintenance Compliance Program Guideline;

(b) WSUD Maintenance Compliance Program Process Maps;

(c) WSUD Information Management System; and

(d) Other information, resources and tools that may be made available by us as part of the Framework from time to time.

The items identified above are defined in the WSUD Maintenance Compliance Program Guideline.

1.3. We will provide appropriate notice if we make changes to or discontinue the Framework at any time which may be:

(a) given directly to the User;

(b) delivered to the User via the email address the User supplies to us;

(c) stated at National WSUD Compliance Network meetings; or

(d) published on the Website.

2. Framework Use

2.1. The Framework is provided for non-commercial use only. The User is not permitted to use the Framework for commercial purposes, except in cases where councils have approached and hired consultants or others (“Others”) for the Framework Purpose, or we have granted permission to a User for commercial use. For the avoidance of doubt, commercial use is one primarily intended for or directed towards commercial advantage or monetary compensation (e.g. selling the or a version of the Framework).

2.2. The User is permitted to modify and build upon the Framework as needed for their specific use if that use is for the Framework Purpose and is in accordance with this Agreement, and the User has appropriately indicated that modifications have been made.

2.3. The User must appropriately acknowledge the Framework whenever it (including as modified pursuant to clause 2.2) is used. You may do so in any reasonable manner, as long as it is in accordance with this Agreement (especially clause 2.4).

2.4. The User is not to do anything in their use to suggest that they are connected with, or sponsored, endorsed, or granted official status by us.

2.5. The User is responsible for reviewing the Framework before use to ensure accuracy and suitability for the User’s purposes.

2.6. Any use of the Framework outside of the Framework Purpose or the Agreement is strictly prohibited, unless agreed upon in writing with us.

3. Licence

3.1. Subject to the terms and conditions of this Agreement, we grant the User a non-exclusive and non-transferable right to use the Framework.

3.2. Other than expressly provided by this Agreement, the User must not:

(a) use, communicate, operate, copy, distribute, sell, sublicense, rent or modify the Framework, except as expressly permitted by this Agreement; or

(b) access the Framework to develop a competitive product or service (except this sub-clause will not apply to the extent the Copyright Act 1968 (Cth) prohibits such restriction).

3.3. The User must not use the Framework contrary to applicable law.

3.4. The User indemnifies us from and against any and all losses, damages, costs, expenses and other liabilities that we may suffer or incur as a result of or in connection with any breach of this clause.

3.5. The licence granted by this clause 3 terminates if this Agreement is terminated, and the termination of the licence is effective from the date the Agreement is terminated.

4. Ownership

4.1. Unless otherwise stated, the Framework is owned by us and is protected by intellectual property rights. We retain all rights, title and interest in all intellectual property rights in the Framework.  We reserve all rights in the Framework not expressly granted to the User under this Agreement.

4.2. If the User makes any modifications to the Framework (in accordance with clause 2.2) those modifications will be owned by the User, but the User does not acquire ownership of any intellectual property associated with the Framework upon modification.

5. No Warranty

5.1. To the extent permitted by applicable law, the Framework is provided to the User “as is” and we exclude and do not make or give any express or implied representations, conditions or warranties in relation to the Framework.

5.2. Nothing in this Agreement shall be construed as an admission that the Australian Consumer Law applies to the provision of the Framework to the User. Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

6. Limitation of Liability

6.1. Except as specified in this clause, to the extent permitted by law, under no circumstances will we be liable to the User or any other person for any claim, loss, liability, damages or expense whatsoever (including any special, consequential, indirect or incidental damages) suffered or incurred under or in connection with this Agreement, its subject matter or any access to or use of the Framework, regardless of how they arise (whether in tort (including negligence), contract, statute or on any other basis). The Framework does not constitute, and by entering into this Agreement the User acknowledges that the Framework does not constitute, the provision of any professional services (including financial or legal advice).

6.2. The exclusions and limitations of liability in this Agreement apply regardless of the basis on which they arise, whether in tort (including negligence), contract, statute or on any other basis).

7. Termination

7.1. This Agreement is effective until terminated by us. We may terminate this Agreement immediately by appropriate notice (as defined in clause 1.3) to the User for any reason and without any liability to the User, including without limitation:

(a) if for any reason we are not able to continue to provide access to the Framework to the User;

(b) if a third party product or service that we rely on, fails;

(c) if the User breaches this Agreement; or

(d) for convenience.

7.2. Upon termination of this Agreement, the User must stop using the Framework, and destroy any copies of the Framework held or controlled by the User or Others, and take all reasonable steps to acquire the destruction of copies of the Framework held by Others.

7.3. We may also suspend the User’s access to the Framework for any of the reasons referred to in clause 1 (including for convenience) and also if we need to conduct scheduled or emergency maintenance in relation to the systems that support the Framework.

8. Changes to this Agreement

8.1. We may amend the terms of this Agreement from time to time and may provide appropriate notice (as defined in clause 1.3) of any such amendments.

8.2. Subsequent or continuing access to or use of the Framework will constitute acceptance of any changes to this Agreement.

9. General

9.1. By accessing or using the Framework, the User acknowledges that the User has read, understood, and agreed to the terms and conditions of this Agreement. If the User does not agree with these terms, the User must cease using the Framework immediately.

9.2. The User may not assign, transfer or otherwise deal with the rights under this Agreement without our prior written consent.

9.3 This Agreement is governed by the laws of the State of New South Wales, Australia and the parties submit to the jurisdiction of the courts of New South Wales, Australia, in relation to any dispute arising out of, or in connection with, any use of the Framework.

9.4. If any provision of this Agreement is held unenforceable or illegal for any reason, this Agreement will remain otherwise in full force apart from the provision which will be deemed deleted.

9.5. No right under this Agreement will be deemed to be waived except by the relevant party.

9.6. For questions or concerns regarding this Agreement, please contact us on enquiries@oceanprotect.com.au or 1300 354 722.