Version 3.0
IMPORTANT - READ CAREFULLY:
For the Use of the Acumen online practice resources.
This Licence agreement is between the Institute (‘we’, ‘us’ or ‘our’) and every individual or entity that the Institute has agreed to provide online/digital services and material to (‘you’, ‘your’ or ‘User’ or ’Subscriber’). It is your responsibility to read and understand the terms and conditions of this Licence agreement.
By accessing or using Acumen, including making copies or downloading content from it, you agree to be bound by the terms and conditions of this Licence agreement set out below. If you do not agree to the terms of this Licence, do not continue to access or use Acumen or this website.
1. DEFINITIONS
Where shown capitalised, the following definitions apply:
‘Acumen’ means the digital and online practice resources service also referred to as:
- ‘Acumen’ or ‘Acumen Practice Notes’ and
- ‘Environment Design Guide’ or ‘edg’
or by another mark or brand name used by the Institute from time to time to describe similar online services that the Institute makes available.
‘Acumen Website’ means the domain, the Website and all its contents, hosted at the URL: https://acumen.architecture.com.au/.
‘Authorised User’ means an individual User who is an employee, student or director of a Subscriber entity which has a Wholesale Subscription.
‘Content' means all materials and information that includes:
- the text on Acumen
- the graphics on Acumen, or
- the text and graphics on or within any document printed or downloaded from Acumen.
‘Institute’ means The Royal Australian Institute of Architects Limited trading as Australian Institute of Architects ACN 72 000 023 012, but not any of the related entities in its corporate group.
‘Login’ means a unique username/ID and password assigned to a User, or some other method of access that is provided at the discretion of the Institute.
‘Licence' refers to the terms and conditions set out in this agreement and as amended from time to time.
‘Non-Commercial Use’ means a use that does not intend or involve any other arrangement or agreement that involves commercial advantage or exchange of valuable consideration whether in a direct or indirect way. Such uses also include adapting, reproducing, communicating or publishing content for use on other web pages or in printed materials, whether for the benefit of a single person or many persons.
'Product Owner' means the copyright owner of Acumen and the Acumen Website and the licensee of the Content (as applicable).
'Subscriber' refers to the person who has paid for a subscription to Acumen.
'Website' refers to:
- the system architecture of the Acumen Website, and
- the digital user authentication or security access programming.
'Wholesale Subscription' means a bulk subscription given by the Institute for multiple Users that is calculated on the number of potential Users in the Subscriber’s organisation who will be permitted access to Acumen.
'Use' includes the following actions whether done online or offline: log into, access, print, copy, download, read or copy. 'Uses' and 'Using' have corresponding meanings.
'User' refers to an individual or entity with a Login that Uses Acumen.
2. PARTIES
This Licence is a legal agreement between you, a Subscriber or User (whether an individual or a corporate entity), and the Institute as the Product Owner.
3. LICENCE TERMS AND RESTRICTIONS ON USE
3.1 In the following we refer to the person who accesses and Uses the Acumen Website as either 'you' or 'your', as the context requires.
3.2 The Institute gives you during the term of this Licence, a revocable, non-exclusive, non-transferable, limited licence to Use the Content that is from time to time made available to you via the Acumen Website for the internal purposes only of:
.a research or study,
.b informing yourself when providing professional services, or
.c providing academic services to students.
This licence is also subject to and limited by the access and login conditions in clause 4 and the Use restrictions set out in clause 5.
3.3 Your Use of Acumen is conditional on you accepting and agreeing to these terms. If you do not accept and agree to these terms you must not Use or continue to Use Acumen.
3.4 If you have purchased an individual subscription or entered into a written contract with the Institute, including a Wholesale Subscription, your Use of Acumen is also subject to and in accordance with the terms of that contract. To the extent of any inconsistency between that agreement and these terms, the terms of that contract take precedence.
3.5 Except as provided in this Licence, you must not use the Acumen Website or the Content in any way that infringes the copyright or ownership rights attached to or contained in them.
3.6 You must not remove or attempt to conceal copyright or trade mark notices attached to, displayed or contained in the Content you access from the Acumen Website.
4. SUBSCRIBER ACCESS AND CONDITIONS
4.1 The Acumen Website is divided into two sections:
.a the Subscribers’ section, accessible only with a Login, and
.b a section that you may access without a Login.
4.2 You will be provided with a Login, if you:
.a are a member of the Institute entitled to Use Acumen as part of your member benefits, or
.b are an individual Subscriber, or
.c are an Authorised User of a corporate Subscriber entity under a Wholesale Subscription, or
.d are an Authorised User of an educational institution Subscriber entity under a Wholesale Subscription, or
.e you are authorised to have access under another agreement that is not a Wholesale Subscription, or
.f have been granted a complimentary subscription.
4.3 You acknowledge and agree that the Login is required to access the Subscribers’ section and that:
.a the Login must not be transferred to any other person.
.b you will not make available or disclose any Login to any other person, except in accordance with the directions of your employer, or organisation or educational institution Subscriber.
.c you will keep the details of the Login safe and confidential.
.d you will not use a Login that has been issued by the Institute to some other person, employer, organisation, or educational Institution.
.e the Institute may, at its sole discretion, suspend or cancel the Login if you are in breach of these obligations, or because the subscription under which it was granted has expired.
4.4 A Subscriber under a Wholesale Subscription must ensure that each person who Uses the Acumen Website and the Content is:
.a an Authorised User; and
.b is using the Acumen Website and the Content in accordance with this Licence agreement.
The Subscriber is and remains responsible for all Use by its Authorised Users of the Acumen Website and the Content.
4.5 You agree that the Institute may, from time to time, and at its sole discretion:
.a vary your Login credentials.
.b carry out maintenance or other work on the Acumen Website that may limit or deny access to you, whether temporarily or indefinitely.
.c restrict you from Using specific Content otherwise available on the Acumen Website, but which you do not have a Subscription to Use.
.d add or withdraw from the Acumen Website any Content, features or functions and the Acumen Website may be changed without prior notice to you.
.e restrict or deny access to Acumen or the Acumen Website or part of it, if compelled by, contractual and legal obligations including an administrative or judicial proceeding.
.f subject to clause 8.2 below, determine whether or not, and on what terms, a refund of all or part of an individual or Wholesale Subscription is payable.
4.6 A Login issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that a Login is being used by an unauthorised User, Subscriber or an Authorised User that is not the person it was issued to, we may cancel that Login and you may be liable, at our discretion, for additional charges, in accordance with our applicable Subscription rate payable for that unauthorised Use of Acumen.
4.7 The Acumen Website may contain a feature that allows you to create or save notes, pages or similar digital spaces ('My Notes') while you Use the Acumen Website and the Content. The My Notes function is intended to allow you to bookmark or collate copies of Content we make available via Acumen. This is subject to:
.a You may share your My Notes with other Subscribers, but all Subscribers will only be able to Use Content which they have a current subscription for.
.b We may access or disclose the content of any My Notes to the extent necessary to facilitate features and functions of the Acumen Website and to comply with contractual and legal obligations including an administrative or judicial proceeding.
.c Your Use of the My Notes may be subject to technical limitations as anticipated in clause 4.5 above. We are not responsible for backing up, or for any damage to or loss of, any content uploaded to the My Notes by you. The My Notes are provided as is and we make no warranties or guarantees in respect of availability or accessibility of any content you upload to the My Notes, and we do not warrant that access to the My Notes will be continuous or error-free. You agree to use the My Notes in accordance with all acceptable-use limitations, guidelines and directions that we advise you of from time to time.
5. USING AND REPRODUCING CONTENT AND RESTRICTIONS
5.1 This section sets out what a User:
.a may do with the Content or Acumen Website; and
.b must not do with the Content or Acumen Website.
5.2 Provided you do not remove or attempt to conceal any copyright or trade mark notices attached to or displayed on or contained in the Content, you may make temporary electronic copies and you may download or print a copy of a page from the Acumen Website for personal Non-Commercial Use, study or research. This is subject to the following:
.a Your right to electronically access and display Content accessed from the Acumen Website is limited to you displaying that Content primarily to one person at a time, subject to the provisions below relating to Wholesale Subscriptions.
.b Your right to make or receive a printout of the Content is limited to a printout of a reasonable portion of the Content using the print function on the Website or your browser software and making a single printout of a reasonable portion of the Content downloaded using the download or save commands of the Acumen Website or your browser software.
.c Your right to make electronic copies is not restricted by 5.2.a and 5.2.b above, only in circumstances where: (i) the Content is being incorporated into legal or other advice that is being provided to you for a specific matter or (ii) there is a legal, regulatory or evidentiary requirement for you to make or keep electronic copies.
.d You are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Content from the Acumen Website. You must not print or download Content without using the printing or downloading commands of the Acumen Website or your web browser software. You must not Use the Content or Website by mechanical, programmatic, robotic, scripted or any other automated means not offered by the Acumen Website and this is strictly prohibited. You must only Use the Content or Website by manually conducted, discrete, individual search and retrieval activities.
5.3 If you are an Authorised User, you may make sufficient copies solely for distribution to and use by those members of your Subscriber entity who are covered by that Wholesale Subscription or other agreement.
5.4 In addition to the above, if your Login is provided by an educational institution Subscriber, you may reproduce Content in accordance with published guidelines provided to you by your educational institution Subscriber.
5.5 All commercial use of Acumen or the Content is expressly prohibited, without the prior, express written permission of the Institute. The Institute reserves all rights to withhold its permission for any commercial use, or to only offer permission on terms and conditions that it considers at its sole discretion commercial, suitable or necessary.
5.6 All Content reproduced, published, communicated or adapted must in all cases acknowledge all authors, the Institute and Acumen as the source of that material.
6. INTELLECTUAL PROPERTY
6.1 All rights, title and interests in the Content and the Acumen Website (whether in digital or print media) belongs to the Institute as Product Owner and to third-parties who have licensed their content to us. The Acumen mark, name and associated branding are owned by the Institute. The Institute ‘crest’ image and ‘Australian Institute of Architects’ are trademarks of the Institute.
6.2 By Using the Acumen Website or the Content, you do not get any copyright ownership or other intellectual property rights or interests in the Content, Acumen or the Acumen Website (whether in digital or printed form and whether reproductions or otherwise).
6.3 You agree that except as expressly set out in these terms, nothing and no action or omission can be taken to grant any other licence or right, by implication, estoppel or otherwise.
6.4 You agree that except as provided in clause 5 above and clause 7 below, you must not use the Acumen Website or the Content to:
.a reproduce the Content in any way.
.b distribute the Content in any way.
.c re-transmit the Content by any medium of communication.
.d upload or repost the Content to any other site or location on the internet or other on-line service.
.e ‘frame’ the Content with other material on any other site or location, or on-line service.
6.5 You acknowledge and agree you must not:
.a decompile, reverse engineer, disassemble, or create derivative works from the Acumen Website or the Content for any purpose, commercial or otherwise.
.b use any network monitoring or discovery software to derive the Acumen Website system design, to monitor or copy it, cache its Content or to extract usage information, or individual Logins other than your own.
.c intentionally or recklessly harm or cause loss to any person by communicating, reproducing, publishing, adapting or using in any way the Content.
7. LINKING TO ACUMEN
7.1 If you are a current Subscriber, your website may display a reasonable number of URL links to pages in Acumen provided that you do not and do not attempt to pass off Acumen or the Content as the property (other than the Product Owner) of a third party or of the linking website, including presenting Content as a frame within your or third-party web pages. All URL links you reproduce or make available must comply with all conditions and restrictions of this Licence that relate to the Use of Content and the Acumen Website.
7.2 Acumen contains URL links to sites owned and operated by third parties and which are not under the control of the Institute. The Institute:
.a provides the URL link or links as a convenience to you and the Institute does not expressly or impliedly endorse the third-party websites, services or products, and
.b is not responsible for, makes no warranties for, and accepts no liability in relation to the content of those websites.
8. WARRANTY AND GUARANTEES
8.1 You agree that the Institute disclaims any and all express or implied warranties, guarantees or representations of merchantability, reliability or fitness for any particular purpose of Acumen, or its Content. This clause applies only to the extent that its effect is not limited by any law of Victoria or the Commonwealth.
8.2 If as a User of Acumen you satisfy the definition of “consumer” under the Australian Consumer Law, you have particular guarantees, rights and remedies which the Institute cannot exclude, limit or modify. If so, then to the maximum extent possible by law, our liability to you is limited, at our sole discretion, to the following:
.a in the case of an Institute member, providing or reinstating access to and Use of the Acumen Website for your corresponding level of membership.
.b in the case of a Subscriber or Wholesale Subscription Subscriber, reinstating your Use of the Acumen Website or paying you the cost of your Subscription.
In this clause 8.2, ‘Australian Consumer Law’ means Schedule 2 of the Competition and Consumer Act 2010 (Cwth).
8.3 You also agree that the Institute is not liable for any loss suffered by you whatsoever (including, without limitation, loss of business profits, business interruption, loss of business information, or any other pecuniary loss consequential or otherwise) arising out of the use of or inability to use this product, or out of restricted or denied access, even if the Institute has been advised of the possibility of such loss and whether caused through negligence of the Institute, its employees or independent contractors, or through any other cause.
8.4 Subject to clauses 8.1 and 8.2 above and to the maximum extent permitted by law, we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise, including without limitation that the services and materials are or will be complete or free from errors or that information will continue to be available to us to enable us to keep the services and materials up-to-date.
8.5 No third party will have the right to enforce this Licence or the terms of any other contract between you and us.
9. LIMITATIONS OF LIABILITY
9.1 Subject to clause 8.2 and to the maximum extent permitted by law a Protected Party will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:
.a any errors in or omissions from Acumen, the Acumen Website or any Content that is available or absent,
.b the unavailability or interruption to Acumen, the Acumen Website or the Content,
.c a User’s use or misuse of the Acumen Website or Content (regardless of whether you received any assistance from a Protected Party in using or misusing the Acumen Website or the Content),
.d your use of any equipment (including our equipment) in connection with the Acumen Website,
.e the Content,
.f any delay or failure in performance beyond the reasonable control of a Protected Party, or
.g any negligence of a Protected Party or its employees, contractors or agents in connection with the performance of our obligations under this agreement (other than liability for death or personal injury).
9.2 In this clause 9, a “Protected Party” means:
.a us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates, and
.b each third-party supplier of Content, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third-party supplier of Content or any of their affiliates.
9.3 To the maximum extent permitted by law, the aggregate liability of the Protected Parties whether for breach of this Licence agreement or in tort (including negligence) or for any other common law or statutory cause of action will not exceed the lesser of:
.a your actual direct damages, or
.b the amount you paid for the goods, or
.c in the case of services, the amount you paid for the services in the twelve-month period immediately before the date the claim arose.
9.4 The Protected Parties will not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees and loss of profits, contracts, business, revenue, goodwill, anticipated savings, business information or data) in any way due to, resulting from, or arising in connection with the goods and services, or the failure of any Protected Party to perform its obligations, regardless of any negligence of any Protected Party.
9.5 Acumen and the Content is provided for reference purposes only and is not intended, and should not be used, as a substitute for professional advice or judgment or to provide legal advice about particular circumstances. You accept that you should obtain independent verification or advice before relying upon any Content in circumstances where loss or damage may result.
9.6 The Institute is not a law firm. We do not give legal advice and the professional responsibilities and duties of a practising lawyer don’t apply to the Institute. Nothing on the Acumen Website, in the Content, or in this Licence agreement, can be construed or relied on as:
.a offering or being legal services, nor
.b creating any solicitor-client relationship, and
we do not provide any legal representation, advice or opinion whatsoever on behalf of us or our staff.
9.7 You accept that the Institute does not promise or make any representation that:
.a the Content will always be current.
.b we will consider whether the information provided to or by us for the purpose of the Content (including answering a query) is either sufficient, up to date or appropriate for any particular or actual circumstances.
.c the Content or the Website are free of viruses or malicious code.
.d the Content or Website are free of errors and defects or that they will be corrected even if identified.
10. CHANGES TO THE TERMS AND TERMINATION
10.1 Either party may terminate the subscription for access to Acumen by giving notice to the other for breach.
10.2 You may terminate this agreement by giving us at least 90 days’ written notice. This agreement will then end the day before the anniversary of the commencement date (the User Notice Period).
10.3 We may terminate this Licence agreement (in whole or in part) by giving you at least 60 days’ notice. Our only obligation to you in this event will be the pro rata refund of any charges you have paid in advance.
10.4 If you breach these Licence terms and conditions, we may suspend or discontinue providing Acumen to you without notice and pursue any other remedy legally available to us. On termination of this agreement, every licence granted under this agreement (including the licence in clause 3) ends immediately.
10.5 We may change these Licence terms and conditions and our contract terms from time to time. If we do, the following applies:
.a For any changes that reduce or dilute your current rights or benefits under these terms and conditions (“Adverse Changes”), we will only make those Adverse Changes at the expiry of your Subscription.
.b Otherwise, we can make all other changes to these terms and conditions by giving you 7 days’ notice.
10.6 If we make Adverse Changes to these terms and conditions and if any such Adverse Change is unacceptable to you, you may terminate the Agreement by giving us written notice and the following applies:
.a For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of the notice.
.b If you continue to use Acumen after the end of 30 days after the date we gave you notice of any Adverse Change, then you agree to those changes (but this does not affect your other termination rights).
11. MISCELLANEOUS
11.1 This Licence is governed by the laws of the State of Victoria and all parties submit to the non-exclusive jurisdiction of Victoria’s Courts.
11.2 If this Licence was acquired outside Australia, then other local laws may apply but they will not extinguish or derogate from the application of the jurisdiction of the Commonwealth and of Victoria.
11.3 Either party (including an Authorised User) must not disclose to any third-party details of this agreement or any negotiations undertaken in relation to this agreement, including any pricing or discounting terms, unless the other party has given prior written consent.
11.4 You must not assign your rights or delegate your duties under these Licence terms and conditions or any additional contract terms without our prior written consent.
11.5 Each third-party supplier of Content has the right to assert and enforce these provisions directly on its own behalf as a third-party who has an interest in their supplied Content.
11.6 These Licence terms and conditions will be enforced to the fullest extent permitted by applicable law. If anything in these Licence terms and conditions is unenforceable, illegal or void then it is removed without affecting the rest of these terms and conditions.
11.7 Clauses 4.3, 4.4, 4.5, 4.6, 5, 6, 6, 7 and 12 continue despite termination of the Licence or any restriction, suspension or denial of your access to Acumen or the Acumen Website.
11.8 These Licence terms and conditions together with other applicable contract terms, constitute the entire agreement between the parties about Acumen and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties.
12. PRIVACY, COLLECTION AND USE
12.1 We will use personal information collected about Authorised Users for the purposes of:
.a providing access to and use of Acumen to Authorised Users,
.b providing customer support, billing and other similar activities related to Acumen or your membership with the Institute, and
.c keeping Authorised Users informed about products, services, offers and upcoming events and to improve our services. We may also provide personal information about Subscribers and Authorised Users to third parties for the purpose of providing Subscribers and Authorised Users with direct marketing offers which we think may be of interest.
If you or your Authorised Users do not wish to receive information about other products, services, offers and events, please notify us in writing sent to our membership team [email protected] or to our privacy officer (see clause 12 for contact details).
12.2 In accordance with the Privacy Act 1988 (Cwth), we may provide personal information about Authorised Users to third parties and other members of our company group, for the purposes of:
.a providing access to and use of Acumen to Subscribers and Authorised Users, and
.b providing customer support, billing and other similar activities related to Acumen.
12.3 All personal information the Institute collects or uses in the course of providing Acumen will be in accordance with our privacy policy, as may be amended from time to time, and which is available at: www.architecture.com.au/about/institute/
13. CONTACT US
If you have any questions concerning this Licence, about the privacy of your information we collect or hold, or if you wish to contact the Institute regarding your subscription or for technical support, please write to:
Australian Institute of Architects
Knowledge Services or The Privacy Officer
Level 1, 41 Exhibition Street
Melbourne, Victoria, 3000
Australia
phone: (+61 3) 8620 3877
fax: (+61 3) 8620 3864
email: [email protected]