The Decipher Services are provided by CSBP Limited (ABN 81 008 668 371), trading as Decipher AgTech. By registering to use, and by using, the Website and the Decipher Services, You:
- agree that You have the authority to act on behalf of any person for whom You are using the Decipher Services;
- ‘Decipher’, ‘us’, ‘we’ and ‘our’means CSBP Limited (ABN 81 008 668 371) trading as Decipher AgTech.
- ‘Decipher Services’means Decipher’s online farm nutrition management services made available through the Website and/or the Decipher Go mobile application as updated from time to time including but not limited to Decipher’s free services, Decipher’s subscription-based services from time to time (also known as “Decipher Plus”) and any other use-based for fee Decipher Services.
- ‘Decipher Subscription Fee’means the basic fee charged by Decipher for registration for the subscription-based Decipher Services payable in accordance with the Fee Schedule.
- ‘Fee Schedule’means the schedule of fees charged by Decipher for subscriptions and other use-based fees set out on the Website or any application, as amended by Decipher from time to time.
- ‘Invited User’means a User accessing and using the Decipher Services with the permission and authorisation of the Owner. The types of Invited Users are set out in clause 4.
- ‘User’means the person who registers to use the Decipher Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Decipher Service.
- ‘Website’means the Internet site at the domain decipher.com.au or any other website operated by Decipher.
- Use of Services
2.1 Personal Information Collection Statement
In order to be eligible to be supplied with, and granted access to, the Decipher Services, and be granted a licence to access and use Decipher Services You must:
(a) register for Decipher Services;
(b) select a subscription tier and, if the relevant subscription tier has an associated Decipher Subscription Fee, You must pay the applicable Decipher Subscription Fee in accordance with the details set out in the Fee Schedule;
(d) be permitted by Decipher (in its complete discretion) to access and use Decipher Services through Decipher enabling Your access to Decipher Services;
(e) be over 18 years old.
- User Roles
4.1 Your right to access and use the Decipher Services via the Website with the particular user roles available to You according to Your subscription type. You may have and maintain multiple User roles, if you are an Invited User by an Owner to that Owner’s business account subscription. The basic User Roles (and their permissions are):
- Owner: the Owner for a subscription will have full access to the business account and subscription that they are Owner of;
- Invited User (Administrator): this Invited User will have similar access as the Owner for that Owner’s business account subscription, however cannot delete the business account;
- Invited User (Standard): this Invited User will have full access to operational data and map layers for the business account subscription that they are the Invited User for, but will not have administrative permissions and cannot see or maintain business details, master data or subscription details;
- Invited User (View Only): the Invited User will only be able to view operational data and map layers for the business account subscription that they are the Invited User for, but will not be able to upload/download material or alter any data;
- Invited User (Sampler): the Invited User will only have access to sampling jobs for the business account subscription that they are the Invited User for.
- Pro Partner: the Decipher Pro partner, where an Invited User, will have what level of user role access the Owner determines. Where Pro partner has established and paid for the subscription to Your business account on your behalf, the Pro will have the same access as the Owner.
For the avoidance of doubt, You may be an Owner of a business account subscription and be the Invited User of one or more other Owners’ business accounts subscriptions.
4.2 You acknowledge and agree that, subject to any applicable written agreement between the Owner and the Invited Users, or any other applicable laws,:
(a) the Owner determines who is an Invited User and what level of user role access to the relevant business account subscription and Decipher Services that Invited User will have;
(b) the Owner is responsible for all of its Invited Users’ use of the Decipher Services;
(c) the Owner is responsible for controlling each Invited User’s level of access to the relevant business account subscription and Decipher Services at all times and may revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that Invited User will cease to be an Invited User or shall have that different level of access for that business account subscription, as the case may be;
(d) if there is any dispute between a business account Owner and an Invited User for that business account regarding access to any business or Decipher Service, the Owner shall decide what access or level of access to the relevant Decipher Service that Invited User shall have, if any.
- Access Obligations
(a) You must ensure the security and confidentiality of your User details, including any username and/or password assigned to, or created by, you and not share those details with anyone else.
(b) You are wholly and solely responsible for all activities which occur through the use of your User details by you or any person acting on your behalf or acting with knowledge of your username and/or password (including any transactions made through the Website, any Decipher application or Decipher Services and any unauthorised use of credit cards or bank accounts). Without limiting this provision, if Your negligence results in unauthorised access to Your Decipher account then You will be responsible for the transactions conducted through Your Decipher account as a result of the unauthorised access.
(c) Owners are responsible for activity undertaken by Invited Users in relation to the Owner’s business account.
(d) You must notify us immediately if you become aware of any unauthorised access to your profile account or business account subscription or any unauthorised use of your User details, and You must take all other actions that Decipher reasonably deems necessary to maintain or enhance the security of Decipher’s systems and networks and Your access to the Decipher Services.
(e) You must not allow your User details to be used by any other person and, without limiting this principle, Owners must not permit Invited Users (or anyone else who is not the Owner) to access the Website using the Owner’s details or access the Website, any Decipher application or Decipher Services that is solely intended for access by the Owner.
- Payment Obligations
Pre payment for access of Decipher Services must be made by You in accordance with the Subscription Fee Schedule until access is removed in accordance with clause 8.
Use of the Decipher Service may be subject to limitations, including but not limited to data storage and number of Users You are permitted to have as Invited Users in accordance with the details set out in the Subscription Fee Schedule. If you require additional Decipher Services then You will be required to pre-pay for them.
All Decipher invoices will be sent to You, or to the Billing Details nominated, by email.
- Accessibility and Availability
(i) while Decipher uses reasonable endeavours to make Decipher Services available continuously, Decipher does not guarantee, represent or or warrant that Your access will be uninterrupted, reliable, timely, secure or error free.
(ii) Your access to the Decipher Services may be suspended without notice in the case of telecommunications interruption or bottleneck, system failure, maintenance or repair or any reason beyond our control (including services provided by third parties becoming unavailable).
(iii) the availability of Decipher Services are dependent on third party providers including for access to maps generated through satellite imagery and, from time to time, these maps may not be available due to factors beyond Decipher’s reasonable control including but not limited to cloud cover or other weather events.
(c) We reserve the right to, at any time, without notice, alter, suspend or permanently remove any Decipher Service component or functionality available at any time.
Removal of Access
8.1 Your access and use to;
(a) the Decipher Services through paying a Decipher Subscription Fee or any other fee, will continue for the period covered by the Decipher Subscription Fee (or other fee) paid;
Where the auto renew is unselected for paid Decipher Services your business account subscription will revert to a free Decipher subscription and the data and Content accessible on paid Services will be held by Decipher for 90 day period. If You elect to reinstate paid Decipher Services by upgrading within the 90 days You can access the Content and data by providing written request to Decipher. Decipher will endeavour to reactivate your data and Content within one week. You shall be liable to pay any associated fees for this Service.
(a) If Decipher becomes aware, or reasonably believes, that you have provided false or inaccurate information in order to register for Decipher Services;
(b) if You have failed to pay fees to Decipher for the Decipher Services (including but not limited to Decipher Subscription Fee and any usage based fees);
(c) If Decipher becomes aware, or reasonably believes, that Your registration for Decipher Services was made by someone who did not have authority to apply for registration on Your behalf;
(d) If you notify us that Your Decipher account has been accessed without Your authorisation;
Decipher shall use reasonable endeavours to notify a User if Decipher has terminated or suspended access to the Decipher Services for any of the reasons set out in clause 8.2.
8.3 A User may cancel access to the Decipher Services by deleting Your business and profile account in business settings. Where a Pro partner has established the subscription to Your business account on your behalf You must first notify Decipher to enable Your business account to be deleted. We will use reasonable endeavours to action such requests within one week of receipt.
Decipher will not provide a refund for any remaining prepaid period for a prepaid access Decipher Subscription Fee.
8.4 Without limiting Decipher’s rights under clause 8.2, Decipher may, at any time, by giving a User no less than 28 days’ notice in writing to email@example.com, terminate the User’s access to Decipher Services for Decipher’s own convenience. If Decipher terminates the User’s access to the Decipher Services pursuant to this clause 8.4 then Decipher will refund (on a pro-rated basis) the pre-paid Decipher Subscription Fee for the period following termination for which the Decipher Subscription Fee relates, and will refund any usage-based fees (in addition to Subscription Fees) for Decipher Services to the extent that those Decipher Services have not been used.
8.5 To the maximum extent permitted by law, and subject to clause 11, Decipher is not liable to You for any liability, loss, cost, expense or damage you may suffer arising out of, or in connection with, the suspension, termination or cancellation of your access to the Decipher Services, except to the extent that your access to the Decipher Services is suspended, terminated or cancelled due to Decipher’s wilful or fraudulent misconduct.
- Warranties and Acknowledgements
(a) Without limiting the provisions of clause 11, to the maximum extent permitted by law, including the Australian Consumer Law:
(i) Decipher (including its directors, affiliates, officers, employees, agents, contractors, successors and assigns) makes no warranties about the accuracy, reliability or completeness of any information contained in or produced by Decipher and, to the extent permitted by law, we do not accept any responsibility arising in any way from errors or omissions.
(ii) You agree that we will not be liable to You for any liability, loss, cost, expense or damage suffered by You resulting from any reliance by You on the material available on or through Decipher Services, nor for any interruption to, unavailability of, or delay in operation of Decipher Services or for any virus, communications failure, Internet access difficulties, or malfunction in equipment or software.
(iii) We reserve the right to restrict, suspend or terminate without notice Your access to Decipher Services, or any Decipher Content, or any feature of Decipher Services at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.
- Support Centre
10.1 Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Decipher. If You still need technical help, please check the support provided online by Decipher on the Website or failing that email us at firstname.lastname@example.org.
10.2 Service availability: Whilst it is Decipher’s intention that the Decipher Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Decipher Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Decipher has to interrupt the Decipher Services for longer periods than Decipher would normally expect, Decipher will use reasonable endeavours to publish in advance details of such activity on the Website.
(a) You agree that You use Decipher Services at Your own risk. To the maximum extent permitted by law, including the Australian Consumer Law, You:
(i) agree that in no event shall we (or our third party suppliers who contribute goods and services embedded in the Decipher Services including without limitation Google and IBM (“Third Party Suppliers”)) be liable for any direct or indirect loss, damage or expense – irrespective of the manner in which it occurs (including Decipher’s negligence) – which may be suffered due to Your use of Decipher Services and/or the information or materials contained in it, or as a result of the inaccessibility of Decipher Services and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.
(ii) irrevocably release Decipher and its agents, representatives and Third Party Suppliers in relation to any claims, damages, judgments, losses, remedies or other matters whether in contract, negligence, tort, under statute, or otherwise, in connection with the use of Decipher Services or any purported reliance on Decipher Services by You.
(i) where the breach relates to goods supplied by or for Decipher, to Decipher:
(1) replacing the goods or supplying equivalent goods;
(2) repairing the goods;
(3) paying the cost of replacing the goods or of acquiring equivalent goods; or
(4) paying the cost of having the goods repaired
(ii) where the breach relates to services provided by or for Decipher, to Decipher:
(1) resupplying the services;
(2) having the services resupplied; or
(3) paying the cost of having the services resupplied.
- Purchases and Goods & Services Tax
Decipher may, from time to time, charge fees for Content (as defined below) or other functionality, features or services made available through Decipher Services. Unless stated to be otherwise:
(a) charges for any goods or services supplied (or offered for supply) via Decipher are stated exclusive of GST. Decipher will charge GST (to persons liable to pay GST) in addition to the charges at the time that Decipher levies the charges;
(b) You must pay for the relevant Content or functionality, features or services prior to us making the Content, functionality, features or services available to You, or must pay for it in accordance with the payment terms notified to You.
Without limiting the foregoing, the paid Decipher Services functionality is made available to Users on a subscription payment basis and following payment of Decipher Subscription Fee, in accordance with the Subscription Fee Schedule. Unless otherwise determined by Decipher, paid Decipher Services subscriptions are term-based subscriptions and, upon expiration of the relevant term, a further Decipher Subscription Fee will be payable by the relevant User for continued access to paid subscription Decipher Services for a further term.
- Usage and Intellectual Property Rights
Title to, and all Intellectual Property Rights (including the various rights and property conferred under statute, common law, and equity in relation to patents, inventions, designs, copyrights, trademarks, trade names, business names, corporate names, logos, get up, know-how, trade secrets and confidential information, and the right to have trade secrets and confidential information kept confidential) in the Decipher Services, the Website and any documentation relating to the Decipher Services remain the property of Decipher (or its licensors).
Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in Decipher and in all of the material (including all text, graphics, logos, audio and software) made available through Decipher Services (Content).
Without limiting the other provisions please note that intellectual property in the Google maps content made available through Decipher, is owned by Google and is subject to additional requirements set out in clause 16.
Decipher Services are for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Content, software, products or services available through Decipher.
Title to, and all Intellectual Property Rights in, the data created by You and submitted by You to Decipher through the Website remains Your property. However, Your access to Your Data through the Website is contingent on full payment of the Decipher Subscription Fee when due. Access to Your raw data must be requested in writing to email@example.com. Decipher will endeavour to respond to request within one week.
If You upload or otherwise disclose or make available any data or material to us through Decipher Services You:
(a) grant Us an irrevocable, non-exclusive, worldwide, royalty-free, perpetual licence to use, reproduce, edit, adapt, transmit, store, back-up, communicate and exploit the data or material in any form and for any purpose including but not limited to the purpose of providing the Decipher Services to You;
(b) warrant that You have the right to grant the licence granted in paragraph (a);
Decipher recommends that you maintain copies of all data that you input into the Decipher Services or the Website. Whilst Decipher makes all reasonable endeavours to prevent data loss, Decipher does not make any warranty or guarantee that there will be no loss of data. To the extent permitted by law, Decipher expressly excludes liability for any loss of data no matter how caused.
- Unacceptable Activity
You must not do any act in relation to the use of the Website, Decipher’s applications (including the Decipher Go Mobile Application) or the Decipher Services that Decipher would deem to be inappropriate, or that is unlawful or is prohibited by any laws applicable to Decipher, including but not limited to:
(a) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual’s consent) or any other of the legal rights of individuals;
(b) uploading files that contain viruses, or in any other way introduce or permit the introduction of any virus, that may cause damage to our property or the property of other individuals;
(c) attempting to undermine the security or integrity of Decipher’s computing systems or networks or, where the Decipher Services are hosted by a third party, that third party’s computing systems and networks;
(d) using, or misusing, the Decipher Services in any way which may impair the functionality of the Decipher Services or Website, or other systems used to deliver the Decipher Services or impair the ability of any other User to use the Decipher Services or Website;
(e) attempting to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the information technology system on which the Decipher Services are hosted;
(f) transmitting, or inputting into the Website and Decipher Services, any files that may damage any other person’s computing devices or software, any content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which You do not have the right to use);
(g) reselling any of the Content or Decipher Services made available by Decipher through the website;
(h) use any device or process to copy, adapt, disassemble, decompile, reverse engineer or in any way reproduce, modify or circumvent the navigational structure, security or presentation of Decipher or any computer programs used to deliver the Decipher Services or to operate the Website;
(i) unauthorised extraction of imagery including through inspection of browser history files, web page elements, screen shots, or any other download not provided through an explicitly identified download/report function in the application;
(j) allowing other people to access User account or Your Decipher licence or disclosing Your password and login details to any third party.
- Linked sites
The Website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
- Third Party Terms and Conditions
16.1 Google Services
You agree that You, and Your use of Decipher Services and any Content produced through Decipher Services incorporating any Google Earth images or Google Maps, shall comply with Google’s:
(a) terms and conditions of use set out at http://maps.google.com/help/terms_maps.html (or any replacement webpage) as amended from time to time;
(b) legal notices set out at (http://maps.google.com/help/legalnotices_maps.html) (or any replacement webpage) as amended from time to time;
(c) Acceptable Use Policy set out at (http://google.com/enterprise/earthmaps/legal/universal_aup.html) (or any replacement webpage) as amended from time to time;
(d) Google Earth Engine Terms of Service set out at (https://earthengine.google.com/terms/);
(e) Google Earth Engine Acceptable Use Policy set out at (https://earthengine.google.com/terms/aup/)
and any addendum referred to in, or incorporated by reference into, the documents referred to clauses 16.1(a) to 16.1(e) (inclusive) above (together referred to as “the Google Terms”).
16.2 IBM Terms
From time to time Decipher will incorporate products and services provided by IBM as part of the Decipher Services (such as IBM Weather). You agree that in Your use of Decipher Services (and any Content produced through Decipher Services) incorporating any IBM products and services You are not authorized to use the IBM Product separately from the Decipher Services.
If You enable third-party applications for use in conjunction with the Decipher Services, You acknowledge that Decipher may allow the providers of those third-party applications to access Content and Your Data and as required for the interoperation of such third-party applications with the Decipher Services. To the extent permitted by law, Decipher shall not be responsible for any disclosure, modification or deletion of Content and Your Data resulting from any such access by third-party application providers.
To the extent permitted by law, You agree to fully indemnify us, and hold us harmless, against any liability, expenses, costs, loss (including consequential loss) or damage suffered by you arising out of, or in connection with:
(b) any unauthorised access to Decipher Services through your account,
except to the extent that such liability, loss, cost, expense or damage is the result of our negligent act or omission.
- Jurisdiction and governing law