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NEO Web Service Agreement

Intelligent Energy Systems Proprietary Limited based in Sydney NSW, hereinafter called the ‘Licensor’, is the provider of the NEO Web Service and the developer and owner of the NEO software suite. The ‘Subscriber’ is the subscriber to the NEO Web service.

The NEO Web Service operates using either NEO Software or NEOexpress software installed on the Subscriber’s computers or the Subscriber’s web browser to access NEOmobile, NEOpoint, NEOdashboard and/or any other data services. Each of the NEO Web Services will access data stored on one or more of the Licensor’s servers (including cloud-based servers).

It is agreed that:

  1. The Licensor will provide to the Subscriber:
    a. A way to access NEO Web Service data stored on the Licensor’s server(s);
    b. The NEOexpress software, as required (the licence for this purpose being a ‘rental’ not ‘perpetual’ licence);
    c. Numerous pre-configured NEO Web Service analysis and graphical display reports;
    d. Support and upgrade services as described in Clause 9.
  2. The Licensor grants to the Subscriber a licence for its employees to use, in the course of their duties with the Subscriber, NEO Web Service products subscribed, provided that the number of individuals authorised to access this does not exceed the number of user licences purchased by the Subscriber.
  3. The Subscriber shall take all reasonable steps to ensure that:
    a. All those having access to the NEO Web Service will abide by this Agreement;
    b. The latest upgrade of the NEO or NEOexpress Software, if required, is installed on the Subscriber’s computers that are used for the NEO Web Service.
  4. The Subscriber is allowed to store data collected from the NEO Web Services, either in the Subscriber’s local storage or cloud storage. However, the Subscriber must adhere to the following:
    a. The NEO Web Services (including Data Service) are not designed and are not to be used as a source of data to create a replica (partial or complete) of the Data Service data warehouse, except where partially stored for the Subscriber’s internal business purposes. The fair usage policy presented in Clause 7 applies.
    b. The Subscriber must not create competing software products or services based on the NEO Web Services.
  5. Data is provided on the same terms as our data providers. In the case of electricity and gas market data the data provider is AEMO (https://aemo.com.au). In the case of weather data the data provider is the Bureau of Meteorology (http://www.bom.gov.au). Those terms may change from time to time so it is the responsibility of the Subscriber to check those conditions from time to time. Licensor shall, however, assist in notifying Subscribers of any major changes, which may affect the usage rights granted under this Agreement. The current terms for those providers may be as follows: https://www.aemo.com.au/privacy-and-legal-notices/copyright-permissions), (https://www.bom.gov.au/data-access/3rd-party-attribution.shtml)
  6. The Subscriber is allowed to distribute data collected from the NEO Web Services, either in raw and or processed format and in any way or form (including but not limited to by means of graphics reports, tables,datafeeds, or any other means), on a real-time or delayed basis to other parties. However, the Subscriber must adhere to the following:
    a. Not knowingly misrepresent the data or use it for any illegal purpose.
    b. The terms under which the data is provided to other parties must include the same terms as the original data providers as per Clause 5.
    c. Not distribute login or any other means of access to the NEO Web Services to any subsidiary, parent company, or other third party, unless agreed by the Licensor.
  7. The Licensor operates a fair usage policy to ensure the provision of a quality of Service to all our Subscribers. The Subscriber must not use the NEO Web Service in any manner that could damage, disable, overburden, or impair the NEO Web Service or interfere with any other subscriber’s use. The Subscriber will not attempt to gain unauthorized access to any reports, data, service, account, computer systems or networks associated with the NEO Web Service.
  8. The Licensor warrants that:
    a. All services to be provided under this Agreement will be performed in accordance with good industry practice so as to exercise that degree of skill, diligence, prudence, foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced operator/service provider seeking in good faith to comply with its contractual obligations engaged in the same type of undertaking and under the same or similar conditions to those set out in this Agreement;
    b. The Licensor will test the Software and Web Sites as well as the numerous pre-configured NEO Web Service analysis and graphical display reports (Reports) to ensure that they are working and free from viruses; any bugs found in the Software or Reports in the warranty period will be fixed where possible on the day reported and where this is not possible, a work-around will be supplied, if feasible, until a solution is available;
    c. The Services will perform substantially in accordance with the published User Guide and or Instructions of corresponding services;
    d. The Services will operate in:
    i. NEO and NEOexpress Software will operate in a 32-bit or 64-bit Windows operating environment under the following operating systems:
    A. Windows 8.1 or newer
    B. Windows Server 2012 or newer
    ii. NEOmobile, NEOpoint and NEOdashboard will operate under the latest version of the following internet browser:
    A. Google Chrome;
    B. Microsoft Edge;
    C. Firefox;
    e. The numerous pre-configured NEO Web Service analysis and graphical display reports will function fittingly. In case of NEOexpress (or NEO where applicable), this is provided the Subscriber has updated to the current version;
    f. The software and services do not infringe the industrial or intellectual property rights of any person.
  9. Subject to the terms of this Agreement, the Licensor will provide to the Subscriber the following support and upgrade services:
    a. Support as necessary to identify the cause of any problem with the software or services and/or with access to the NEO Web Service data stored on the Licensor’s server(s) and/or with the pre-configured NEO Web Service analysis and graphical display reports where reasonable commercial efforts will be made to respond to a request for support when the request is made, or in any case within one working day:
    i. for bugs in the software, web pages or in the pre-configured NEO Web Service analysis and graphical display reports or problems due to fault of the Licensor:
    A. telephone, email or on-site support as necessary to identify the cause of the problem;
    B. supply of a solution within five working days or, where this is not possible, a work-around, if feasible, until a solution is available;
    ii. for failure of the server that stores the NEO Web Service data:
    A. switching of the NEO Web Service by the Licensor to an alternate server that replicates the data as soon as the problem is identified; any active Subscriber sessions would need to be re-started by the Subscriber after the switch is complete, or;
    B. provide the Subscriber with an alternate web site, owned by the Licensor, that acts as a backup while the problem is being fixed;
    C. in the unlikely event that interruption to the service would exceed one day, notification by email where feasible to all Subscribers about the problem and estimations where possible of the time required for the Licensor to rectify the problem;
    iii. for requests or other issues not due to fault of the Licensor:
    A. telephone and email support, depending on the number of licensed users, to a maximum of Sixteen hours per annum; or
    B. on-site support to a maximum of one business day (one visit) per annum per Subscriber (travel costs apply as per Clause 18.b);
    b. Additional hours under this clause will be charged at the Licensor’s standard consulting rates less 20%.
  10. The Licensor makes no warranty about:
    a. The availability, accuracy, timeliness or completeness of the data or reports provided by the NEO Web Service except for abiding by Clause 8.a;
    b. The suitability of the NEO Web Service for any particular application;
    c. Operation of the software in environments other than those specified in Clause 8.d;
    d. Function of the numerous pre-configured NEO Web Service analysis and graphical display reports other than as specified in Clause 8.e;
    e. The Licensor shall not be liable for any damages suffered by the Subscriber or others resulting from use of the NEO Web Service or from use of the data supplied under this Agreement;
    f. Any liability is limited to the amount paid by the customer for the services provided.
  11. The fee for the NEO Web Service is payable subject to the following:
    a. Upon delivery of the software and thereafter annually in advance and is subject to yearly increases.
    b. The Licensor prefers to receive payment by electronic bank transfer. However, Mastercard/Visa is also accepted (this will incur a 1.5% surcharge).
    c. Payment must be received in full with all bank charges to be incurred by the remitter.
  12. The Licensor reserves the right to review the NEO Web Service fee, provided that:
    a. The Subscriber is given one month’s notice in writing; and
    b. The basis is changed a maximum of once only each year, effective from 1 July each year or from the end of a pre-paid contract period, whichever is the later.
  13. The Licensor may assign, novate, transfer or otherwise deal with any or all of its rights, obligations or interests under this Agreement, or in respect of the NEO Web Service, to another person or entity (Transfer), provided that:
    a. the Licensor gives the Subscriber written notice of the proposed Transfer at least 30 days before the Transfer takes effect;
    b. the notice identifies the person or entity to whom the Agreement, or the relevant rights, obligations or interests, are to be transferred, and the proposed effective date of the Transfer;
    c. if the Subscriber does not agree to the Transfer, the Subscriber may terminate this Agreement by giving written notice to accounts@iesys.com at least seven days before the Transfer takes effect;
    d. if the Subscriber terminates this Agreement under clause 13.c, the termination will take effect on the day before the Transfer takes effect and no early termination fee or other penalty will be payable by the Subscriber; and
    e. if the Subscriber does not terminate this Agreement under clause 13.c, the Subscriber will be taken to have accepted and agreed to the Transfer, including any novation, substitution or release reasonably required to give effect to the Transfer.
  14. The Subscriber must not assign, novate, transfer or otherwise deal with any or all of its rights, obligations or interests under this Agreement without the Licensor’s prior written consent. The Licensor may give or withhold its consent in its discretion.
  15. In circumstances not covered by Clause 13, this Agreement may be terminated by:
    a. The Subscriber with written notice, and or email, of at least one month prior to the due date of the next annual payment;
    b. The Licensor with one month’s written notice, and or email. This agreement will be terminated immediately at any time if the subscriber breaches any term on this Agreement.
  16. If this Agreement is terminated, please note that:
    a. Any fees or other amounts paid by the Subscriber in advance will not be refunded by the Licensor.
    b. The rental software must be removed from the Subscriber’s system and access to the service will be discontinued.
  17. The Subscriber may resume this agreement once it has been terminated, except in the case of terminations due to breach of this Agreement. The fee to resume this agreement is identical to the one in Clause 11.
  18. Excluded from the terms of this agreement is the cost of:
    a. Any third party hardware or software, which may be required to implement upgrades or optional or special facilities within the services; should any such third party cost arise, the Licensor will notify the Subscriber in advance of it being required for implementation;
    b. In the case of Clause 9.a.iii.B, the cost of travel to the Subscriber’s site.
    c. Making good any software, data or other problem which, in the opinion of the Licensor, has resulted from:
    i. changes in the Subscriber’s IT environment not within the control of the Licensor; or
    ii. accessing the NEO Web Service database other than through the one instructed by the Licensor.
  19. All provisions applying to the original version of the software supplied under the NEO Web Service Agreement will also apply to the upgrades of the software supplied under this Agreement.
  20. This Agreement shall be governed by the laws of New South Wales, Australia.