TERMS OF USE (QANTIAN)

Effective March 2018

The use of the Qantian resilience assessment tool is subject to the following terms and conditions ("Terms of Use").
  1. Definitions
    1. “Confidential Information” means all information relating to Content and the parties whether verbal or recorded on paper or by electronic means but excludes information which is or subsequently becomes known or generally available to the public otherwise than in consequence of a breach of these terms.
    2. “Content” means all visual, written or audible data, text, images, sounds, computer programs and any other information or material including, without limitation: Personal Information, documents, spreadsheets, messages, form entries, web pages, and similar material, which are uploaded to, transferred through, publicly posted, processed or entered into the Services by or for the User.
    3. “Dynamiq”, “We” “Our” or “Us” means Dynamiq Pty Ltd (ACN 115 069 335), the owner of the Web Site including its successors and assigns.
    4. “Intellectual Property Rights” means all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
    5. “Personal Information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
    6. “Qantian” means the Services provided by Dynamiq which is available on the Web Site.
    7. "User" or “You” means the individual who gains access to or uses the Services provided through Qantian.
    8. “Service” and “Services” means the Qantian platform, the resilience assessment tool, associated software and other services related and associated with Qantian, provided to the User by Dynamiq in accordance with this agreement and with the characteristics and features as described by Dynamiq about Qantian from time to time.
    9. “Software” means the software and all associated documentation and other materials provided by Dynamiq to the User to access Qantian.
    10. "Web Site" means the website made available by Dynamiq in which the User can access the Service.
  2. Services
    1. Dynamiq reserves the right to effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.
    2. The Services are normally available over the Internet around the clock. Dynamiq shall be entitled to take measures that affect the aforementioned accessibility where Dynamiq deems such to be necessary for technical, maintenance, operational, or security reasons. The User is also aware and acknowledges that the User’s access to the Internet cannot be guaranteed and that Dynamiq shall not be liable for deficiencies in the User’s own Internet connections or equipment.
  3. User Obligations
    1. The User must not use, attempt to use, or allow any Services to be used in any way:
      1. in connection with advertising, chain letters, junk mail, surveys, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); in connection with advertising, chain letters, junk mail, surveys, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise);
      2. to harvest or otherwise collect information about others, including e-mail addresses, without their express consent;
      3. to use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of any other person or any usage information, other than in the context using the Services as permitted under these terms and conditions;
      4. to attempt to gain unauthorised access to the Services or other accounts, computer systems, or networks connected to the Services through password mining or any other means;
      5. unless expressly set out in these terms and conditions, to use, copy, modify, create derivative works of, distribute, resell, rent, lease, assign, pledge, sub-licence, loan, timeshare, deliver, distribute, grant a security interest in, or otherwise transfer any rights in the Services (directly or indirectly, in whole or in part);
      6. to reverse-engineer, modify, decompile, disassemble, translate, or otherwise attempt to learn, derive or view source code from any part of the Services except as permitted by a law which cannot be excluded;
      7. to defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy) of others;
      8. to upload, or otherwise make available, files or Content that contain images, photographs, software, or other material which infringes our rights or any other person’s rights, including Intellectual Property Rights or moral rights;
      9. to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar information that may damage the operation of another's computer, property or information;
      10. to falsify, delete, alter or add any copyright management information, such as author attributions, Marks, copyright notices or other proprietary rights markings, or labels of the origin or source of the Services, Content or other material contained in a file that is uploaded;
      11. which results in you or us breaching, or being involved in a breach of a law, order or regulation (including a foreign law, order or regulation), a mandatory code of conduct, or a voluntary code of conduct that you have agreed to comply with;
      12. which results, or could result in damage to property or injury to any person;
      13. which incites discrimination, hate or violence towards one person or group because of their race, religion, gender or nationality;
      14. to send, display or be otherwise involved in material which is obscene or defamatory or which would be considered by a reasonable person to be offensive or abusive;
      15. to engage in misleading or deceptive business or marketing practice or conduct that involves engaging in, providing or promoting unlawful trading activities including, without limitation, trading shares on inside information; and
      16. which constitutes a misuse of our or any other person’s confidential information or which results in a breach by you of any obligation that you owe to any person.
    2. The User shall be responsible for the activities conducted through use of the Services and shall ensure compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by Users shall be the sole responsibility of the User. Dynamiq shall not be responsible for the Content generated by the User. Accordingly, the User must ensure that the User possesses any necessary back-up copies of Content that the User desires to retain.
    3. The User shall be responsible for ensuring that Content transferred to or handled within the Services which is processed by the User does not infringe any third party rights nor in any other manner violates governing legislation, and that the User possesses such necessary licences from third parties as may be required in order to process the Content/use the Services.
    4. The User undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services.
    5. The User is aware and acknowledges that use of the Services is not permitted to gain material in violation of law or material which in any manner contravenes generally accepted practices.
    6. The User undertakes not to use the Services in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party's copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof.
    7. The User is obligated to notify Dynamiq regarding any suspected breach of these provisions and it is an important condition that you tell us as soon as you become aware that the access method used by you or any User is lost or stolen or you suspect that our (or any User's) access password has become known to someone else or its security compromised in any way.
  4. Intellectual Property Rights
    1. Dynamiq shall retain all right, title, and interest, including all Intellectual Property Rights, relating to or embodied in the Services, including without limitation all technology, software, and copies relating to the Services. Such intellectual property rights and technical solutions may only be used by the User in the manner stated in this agreement. Under no circumstances shall the User or a third party acquire any Intellectual Property Rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by Dynamiq.
    2. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the User shall remain the sole property of the User or its respective legal owner. The User grants to Dynamiq a non-exclusive, worldwide, royalty free, fully-paid, transferable licence to host, cache, record, copy, and display Content for the purpose of providing the Services to the User as well as for its use in internal reporting and marketing purposes. Except as licenced in these terms and conditions, as between the User and Dynamiq, the User retains all right, title, and interest in and to the Content. Dynamiq shall have no liability for such Content.
  5. Personal Data, Privacy
    1. Dynamiq may collect, retain, use and disclose the Personal Information supplied by the User (including transferring the Personal Information outside Australia) for the purpose of providing the Services to the User, including, without limitation: identifying information about the participants using the Services, such as a name or document that is displayed, transmitted, processed, or stored as part of the functionality of the Services or the contribution and distribution of Content. In order for the User to be able to use the Services, the User must provide certain data to Dynamiq, including but not limited to full name, e-mail address and contact details. In the event a User invites another User to access Qantian, such information may also have been provided to Dynamiq by the inviting User. Following receipt of such data, Dynamiq will process the same using automatic data processing in order to enable Dynamiq to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorised persons do not gain access to the Services. Upon request, the User has the right to access the personal data related to the User. The User also has the right and the obligation to rectify such data. Further information may be obtained by contacting Dynamiq Pty Ltd at the following address:


      Dynamiq Pty Ltd

      Level 5, 33 York Street

      Sydney NSW 200

      +61 2 9154 2600

    2. Dynamiq comply with the National Privacy Principles as incorporated into the Privacy Act (Australia). Where necessary Dynamiq will obtain the consent of registered persons (i.e. the Users) to the processing of the relevant personal data by Dynamiq.
    3. By accepting this agreement, the User explicitly consents to:
      1. the collection and processing by Dynamiq of personal data as described above;
      2. the storage of such data until the User account is terminated by the User;
      3. the storage and retrieval of information on the User's end terminal equipment as described above; and
      4. the right to analyse usage patterns and to use the personal information for marketing, analysis and other business purposes, in an aggregated form.
    4. Dynamiq shall adopt reasonable measures to protect the privacy of the User. Dynamiq's information gathering and dissemination practices are set forth in the Privacy Statement applicable from time to time and available on request.
  6. Authentication Details
    1. Dynamiq shall not be responsible for loss or distortion of Content forwarded electronically in or through the Services where such is not due to the negligence or intentional acts of Dynamiq.
    2. Dynamiq shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. Dynamiq's security measures are set forth in the Security Policy as applicable from time to time and available on request.
    3. Dynamiq will not change, alter, edit or delete data entered into Qantian by the User including typographical text entries and any attachments uploaded into Qantian. If the User requires Dynamiq to change, alter, edit or delete any typographical text entries and any attachments uploaded into Qantian then the User must make the request in writing including the name position and signature of the authorised requesting the User representative.
  7. No Warranty
    1. Subject to clause 8.5, Dynamiq is providing the Services “as is”, without any warranty of any kind. In addition, the User acknowledges that:
      1. any recommendations made as a result of the User’s use of the Services is based on the Content that is supplied by the User;
      2. any recommendations made as a result of the User’s use of the Services is only a recommendation and not a binding requirement to accept, proceed or use such recommendations (including any recommended service provider);
      3. the User will use its own considerations and circumstances to make an informed decision about whether to proceed with any recommendations made by the use of the Services; and
      4. where the User agrees to proceed with any recommendations made by the use of the Services, the User is agreeing to engage one or more service providers to deliver particular services to the User, which will be subject to that service provider’s terms and conditions of engagement.
    2. To the extent permitted by law, Dynamiq expressly disclaims all warranties with respect to the Services, whether express or implied, including without limitation: fitness for a particular purpose; accuracy or reliability of results from use of the Services; that the Services will meet specific requirements; that information or Content available through the Services will be accurate, complete, or current; that the Services will be uninterrupted, completely secure, free of software errors; or that defects and deficiencies in the Services will be corrected.
  8. Limitation of Liability
    1. The User shall not be entitled to damages or other remedies in the event of disruption of operations or errors that impede Internet data communications.
    2. In the event third-party claims are brought against Dynamiq as a result of the use of the Services, the User shall hold Dynamiq harmless in respect of such claims.
    3. Dynamiq shall not be liable to the User in the event of the Service not being available for use, lost profits, loss of business, distortion, corruption or loss of data or other defects or deficiencies in provided Services or support that are due to Dynamiq. Except as provided in these terms Dynamiq will not be liable for any consequential, special, indirect or punitive damages, even if advised of the possibility of such damages or for any claim by any third party. Dynamiq is not liable to the User for any warranties, recommendations, Content (including without limitation errors in Content made by a third party) and Dynamiq is not responsible for representations, omissions or errors by a third party.
    4. Dynamiq's liability in accordance with this agreement is limited to AUD$ 0 (nil). Under no circumstances shall Dynamiq be liable for direct or indirect losses, loss of profits or anticipated savings, loss of revenue, loss of data, or claims for compensation from third parties.
    5. Notwithstanding anything in these terms of use, the User may have the benefit of certain rights or remedies pursuant to the Trade Practices Act 1974 (Cth) and similar State and Territory laws in Australia (and New Zealand as appropriate) in respect of which liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limited, at Dynamiq‘s option:
      1. in the case of goods, to either the replacement of the goods or the correction of defects in the goods; and
      2. in the case of services, to either the re-supply of the services or the cost of the re-supply of the services.
    6. The User agrees that to the extent permitted by law, Dynamiq will not be liable for:
      1. any Content, including Content that is sent, received, held, released or otherwise connected in any respect to the Service;
      2. Content that is sent but not received;
      3. any access to or alteration of Content;
      4. any Content sent using and/or included in the Service, including without limitation any threatening, defamatory, obscene, offensive, or illegal Content;
      5. any recommendations made based on the Content supplied by the User;
      6. the User’s engagement with any service provider that has been recommended to the User as a result of using the Services;
      7. the conduct of anyone other than Dynamiq employees, agents and subcontractors; or
      8. any infringement of another's rights, including privacy, Intellectual Property Rights, or privacy rights.
  9. Force Majeure
    1. Dynamiq shall be released from liability in damages and other sanctions where the User's access to the Services is prevented or rendered materially more onerous due to circumstances beyond Dynamiq's control and which it could not have reasonably foreseen. Such force majeure events include, inter alia, labour conflicts, lightning, fire, decisions of public authorities or other public regulations, errors in another operator's network, delays in services from subcontractors due to events as stated above, general scarcity of transport, goods, or energy, extreme weather events or other similar circumstances.
  10. Confidentiality
    1. Dynamiq undertakes not to disclose to any third party, or otherwise make available, information received by Dynamiq from the User within the scope of this agreement. This confidentiality obligation shall not apply to such information as Dynamiq can demonstrate became known to Dynamiq other than pursuant to this agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders. The duty of confidentiality shall remain in force notwithstanding the termination of this agreement.
    2. Dynamiq reserves the right to analyse usage patterns and to use the Content for marketing, analysis and other business purposes, in an aggregated form.
    3. Except for Content mentioned above and other than pursuant to the User's instructions, legal provisions, public authority regulations or court orders, Dynamiq shall not be entitled to review Content processed by the User via the Services.
  11. Amendments
    1. Dynamiq reserves the right to amend the terms of use of this agreement at any time without prior notice. The User shall be informed of such amendments by e-mail or through the information being made available on the Web Site.
  12. Term of agreement and Termination
    1. This agreement shall enter into force upon acceptance by the User of these terms of use. This agreement shall remain in force for the period of the agreement, renewing automatically for further periods of 12 months, until such time that Dynamiq notifies the User that this agreement has terminated.
    2. Upon the termination of this agreement, Dynamiq shall hold pre-existing data for a period no longer than ninety (90) days. Dynamiq shall be entitled to delete and destroy such Content ninety (90) calendar days following the expiration date. Any User requirement for forensic deletion of data will be at the User’s expense. Any User requirement for electronic copies of the User data will be at the User’s expense.
    3. Upon termination of a User or this agreement for any reason, Dynamiq shall be entitled to and undertakes to permanently delete and destroy all copies of the User’s Content related thereto within a timeframe reasonable relating to the back-up and administrative procedures applied by Dynamiq from time to time. Any User requirement for forensic deletion of data will be at the User’s expense.
    4. Sections 8 and 10 shall survive any termination of this agreement.
  13. Access Restrictions, Premature Termination
    1. Dynamiq shall be entitled, with immediate effect, to disable the User’s access to the Services or to prematurely terminate this agreement where:
      1. the User uses the Services in a manner that entails the perpetration of a crime;
      2. the User uses the Services in a manner that occasions losses or the risk of loss for Dynamiq or any third party;
      3. the User uses the Services in a manner that violates Dynamiq's security or administrative regulations;
      4. it may be reasonably assumed that continued dissemination of Content violates governing law;
      5. the User uses the Services in a manner whereby the User utilises resources or seeks unauthorised access to Dynamiq's systems which are not intended for the User;
      6. if we reasonably believe that the User is infringing our Intellectual Property Rights;
      7. consider it unavoidably necessary to comply with any ruling, order, regulation, proceeding or investigation; or
      8. if the User otherwise fails to comply with the above and such breach of contract is material.
  14. Assignment
    1. Dynamiq shall be entitled, in whole or in part, to assign its rights and obligations under this agreement to a company within the same de jure or de facto group of companies as Dynamiq without the User's prior consent.
    2. The User shall not be entitled to assign his/her rights or obligations under this agreement, but this agreement will bind the User’s successors and assigns in any event at the sole discretion of Dynamiq.
  15. General Provisions
    1. This agreement has been prepared in the English language and the same shall be controlling in all respects. Any non-English versions of this agreement are provided solely for accommodation purposes.
    2. If any provision of this agreement is declared unenforceable for any reason, the remainder of this agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.
  16. Governing Law and Disputes
    1. This agreement and the ensuing relationship between Dynamiq and the User shall be construed in accordance with, and governed by, the laws of the State of New South Wales, Australia and each party shall submit to the non-exclusive jurisdiction of the Courts of that State.
    2. All disputes relating to this agreement shall be adjudicated in Sydney, New South Wales, Australia.