Galano (Australia) PTY LTD Terms & Conditions
Terms and Conditions
The following standard terms and conditions (Terms) apply where GALANO (AUSTRALIA) PTY LTD ABN 56 650 465 231 (Galano Engineering) supplies Products and/or Services to a Buyer (you).
1. GENERAL
a) The Contract:
i. supersedes and excludes all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the Products and Service including, but not limited to, those relating to the performance of the Products and Services or the results that ought to be expected from using the Products or Services
ii. overrides any quotes, invoices, previously accepted or modified purchase orders and terms and conditions of purchase (if any), exchanged between the parties whether or not such documents expressly provide that they override this Contract or any part of it; and
iii. you will be deemed to have unconditionally accepted these Terms (as amended from time to time in accordance with clause 22 upon Galano Engineering commencing to supply any Products or Services to you.
b) Any quotations provided by Galano Engineering for the Products or Services are subject to these Terms.
2. DEFINITIONS
“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any other equivalent legislation (such as the Fair Trading Acts (or equivalent legislation) in each State and Territory);
“Business Day” means a day on which banks are open for business in Sydney, Australia excluding a Saturday, Sunday or public holiday in that city;
“Buyer or you” means the person or entity to which the Products or Services are supplied by Galano Engineering, t and includes both a dealer and end user of the Products and Services as the case may be;
“Claim” means any claim, demand, legal proceeding or cause of action, however arising, including one that is based in contract or tort (including negligence), under common law, equity or statute, and whether involving a third party or a party to this agreement or otherwise;
“Confidential Information” has the meaning given to it in clause 16;
“Consumer” has the meaning given to it in section 3 of the Australian Consumer Law;
“Contract” means the contract between you and Galano Engineering, which consists of these Terms, the Separately Agreed Terms and all Purchase Orders for Products or Services placed by you to Galano Engineering;
“Defective Products” means Products that are defective in design, performance or workmanship;
“Defective Services" means Services that are defective in performance or workmanship;
“Delivery Terms” means the delivery terms specified in the Purchase Order;
“Devices” means a single device owned or controlled by you;
“Insolvency Event” means the happening of any of these events:
(a) a party suspends payment of its debts generally, is or becomes unable to pay its debts within the meaning of the Corporations Act;
(b) a party enters into, or resolves to enter into, any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
(c) a receiver, receiver and manager, liquidator, provisional liquidator, administrator, trustee or similar official is appointed over any of the assets or undertakings of a party, an application or Purchase Order is made for the winding up or dissolution of a party, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a party, except for the purpose of an amalgamation or reconstruction which has the other party’s prior consent;
(d) a party goes bankrupt; or
(e) a party ceases, or threatens to cease, to carry on a business;
(f) anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
“Intellectual Property Rights” means:
(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or improvements of equipment, products, technology, processes, methods or techniques;
(b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software and any other works or subject matter in which copyright subsists and may in the future subsist;
(c) Confidential Information;
(d) trade and service marks (whether registered or unregistered), business names, trade names, domain names, logos and get-up; and
(e) proprietary rights under the Circuit Layouts Act 1989 (Cth).
“Invoice” means an invoice issued by Galano Engineering to you setting out the amount to be paid by you;
“Loss” means all liabilities, losses, costs (including legal costs on an indemnity basis), damages, expenses, penalties and interest;
“PPSA” means the Personal Property Securities Act 2009 (Cth);
“Price” means the price for the supply of the Products as provided for in clause 13;
“Products” means all products supplied by Galano Engineering to you and includes the Software;
“Purchase Order” means the Purchase Order for Products placed by you with Galano Engineering under the Contract to which these Terms are attached;
“Services” means services offered by Galano Engineering for use in conjunction with the Products or Software (if any);
“Software” means the software owned by Galano Engineering including the dealer flash tool and tuning software that is flashed to the vehicle, for the purposes of enhancing a vehicle’s performance . licensed by Galano Engineering in accordance with Schedule 1 of these Terms;
“Separately Agreed Terms” means all terms and conditions for the supply and use of Products agreed upon in writing by the parties separate from the terms and conditions stipulated in these Terms or a Purchase Order.
“Update” means an update supplied by Galano Engineering that replaces or supplements the original Software.
3. PURCHASES
a) With respect to any purchase made from Galano Engineering, you agree that:
i. you will not use an invalid or unauthorised credit card or other payment method;
ii. you are solely responsible for identifying and selecting the Product or Service you wish to purchase and that you have relied entirely on your own knowledge, skills, and judgment in selecting and ordering the Products and Services;
iii. except as otherwise provided by clause 5, all sales are final and no refunds, returns, or exchanges are permitted; and
iv. Galano Engineering reserves the right to reject, in its full discretion, any and all Purchase Orders submitted to it.
b) Except as otherwise provided by clause 7, no warranty or guarantee is given by Galano Engineering whatsoever regarding the quality, condition, merchantability, or fitness for purpose of the Products or Services, except as required under the Australian Consumer Law.
c) You must obtain any approvals, licences, permits necessary for the performance of the Contract.
4. PRESCRIBED USE AND BUYER WARRANTY
a) Products and Services are intended for off-road use and racing vehicles only. Usage on a public road may be illegal in some or all states in Australia, or provinces/states in the Country you reside in. You warrant to Galano Engineering that the Products and Services will not be used for any purpose other than as prescribed in this clause 4a).
b) You warrant that you and any customer you are installing the Products for, are aware of the risks, dangers and hazards associated with operating vehicle fitted with the Products or Services and you and the customer freely accept and fully assume all such risks, dangers and hazards and the possibility of personal injury, death, property damage or loss resulting from it.
c) You and the customer agree to follow any instructions given by Galano Engineering in operating the Products and to comply with all the terms and conditions of Galano Engineering which may be in place in relation to the Products or their use (including these Terms).
d) You and the customer agree that you are not relying on any of Galano Engineering’s training or other information, representations or promises by Galano Engineering other than those which are contained specifically in this Contract.
5. DEFECTIVE PRODUCTS OR SERVICES
a) You must, as soon as possible after delivery of the Products or completion of the Services, check whether the Products and Services are Defective Products or Defective Services.
b) Products and Services will be considered to have been delivered and supplied in good condition, with due skill and care, within a reasonable time, fit for purpose and to your satisfaction unless you give Galano Engineering notice of the damage or defect within 7 days after delivery.
c) If you give Galano Engineering notice under clause 19(b) in relation to Products or Services, you must:
i. preserve the Products and Services in the state in which they were delivered for 20 Business Days after you give Galano Engineering the notice; and
ii. during that period, allow Galano Engineering access to your premises to inspect the Products or Services; or
iii. at Galano Engineering’s request return the Products, at your cost within 10 Business Days after the delivery date in the condition in which they were delivered and with all packaging material in as new condition as is reasonably possible in the circumstances.
d) To the extent permitted by law, Galano Engineering’s liability in respect of Defective Products and Defective Services is limited to any one of the following options as determined by Galano Engineering:
i. replacement of the Product or Service or the supply of equivalent Product or Service; or
ii. payment of the cost of replacing the Product or Service or of acquiring equivalent Product or Service.
6. LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES
Except only for any rights and remedies that you may have in respect of the Products and Services under the Australian Consumer Law which cannot be lawfully excluded, restricted or modified, in no event shall Galano Engineering be liable under contract, tort, strict liability, negligence or other with respect to the Products or Services for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever which were not in the reasonable contemplation of the parties at the time of entering into this document.;
7. WARRANTY
a) Galano Engineering’s goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
i. to cancel your service contract with us; and
ii. to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
b) Galano Engineering offers a limited warranty on all Products and Services supplied, subject to these Terms.
c) If you reside in Australia, Galano Engineering provides a three (3) months warranty on Products and a three (3) month warranty on Services (the “Local Warranty”). The foregoing warranty on Products shall be null and void unless you have the Products installed by Galano Engineering or a provider recommended by Galano Engineering.
d) If you do not reside in Australia, Galano Engineering provides a three (3) months warranty on Products (the “International Warranty”). The International Warranty will only be honoured by Galano Engineering if you provide data logs with time stamps to Galano Engineering, along with any other evidence reasonably requested by Galano Engineering, which demonstrates, in the reasonable discretion of Galano Engineering, that the failure of the Products or Services was caused by an actual defect in the Product or Services and not as a result of incorrect installation or use.
e) Both the Local Warranty and the International Warranty are null and void if the Products or Services have been modified or damaged (aside from reasonable wear and tear and regardless of whether damage occurred during shipping to Galano Engineering for the purposes of making use of the warranties provided herein), or not used in accordance with the instructions provided by Galano Engineering.
f) You will be responsible for delivering the Product to Galano Engineering and the costs associated therewith in order to take advantage of the warranties provide. Galano Engineering will assume the responsibility and costs for redelivery of the Product after repairs have been made in accordance with the warranties provided.
8. DISCLAIMER OF WARRANTIES
a) Except only for any rights and remedies that you may have in respect of the Products under the Australian Consumer Law which cannot be lawfully excluded, restricted or modified:
i. The Products and Services and any associated products or services are provided by Galano Engineering on an ‘as is’ and ‘as available’ basis.
ii. Galano Engineering makes no representations or warranties of any kind, express or implied, as to the operation or functionality of the Products or Services or as to the information, content, or materials included in the Written Materials (as defined in this clause).
iii. To the fullest extent permissible by applicable law, Galano Engineering disclaims any and all implied warranties, including but not limited to implied warranties of title, merchant ability and fitness for a particular purpose, of workmanlike effort, of suitability, availability, accuracy, reliability, completeness or timeliness, or of non-infringement, as well as warranties arising through course of dealing or usage or trade. Further, Galano Engineering makes no representations and warranties that any advertising material or product instructional material (the Written Materials) are accurate, complete, reliable, current or error-free.
iv. Galano Engineering is not responsible for typographical errors or omissions relating to pricing, text, photography or any other content contained in the Written Materials.
b) By purchasing the Products, and Services you acknowledge that your use of the Products and Services, including your use of any and all associated contract (including but not limited to the Written Materials), is solely at your own risk.
9. WAIVER AND RELEASE
a) Notwithstanding these Terms, to the extent that is permitted by law, you waive any Claim you may have against Galano Engineering (or any of its affiliates, employees, agents, officers or directors - collectively “Galano Engineering’s Associates”), in respect of any Products or Services and in respect of any defect and irrevocably release Galano Engineering and Galano Engineering’s Associates from any such Claim of whatever nature and howsoever arising.
b) You acknowledge that this clause may be pleaded by Galano Engineering and Galano Engineering's Associates as a bar to any action, suit, claim, demand, indemnity or proceedings now or hereafter commenced or made by you or on your (or your estate's) behalf in respect of any matter the subject of the release provided in paragraph (a) above and you agree and consent to such action being summarily dismissed and an award of indemnity costs being made against you (or your estate) in respect of such action.
10. INDEMNITY
You agree to indemnify Galano Engineering and its affiliates, and their respective directors, officers, employees, partners, agents, advisors, and shareholders for all Claims and Losses of any kind that may at any time arise in connection with:
a) any breach of the Contract by you;
b) any improper use of the Products by you (or by any of your employees, agents, contractors or customers or other person using/accessing the Products with your consent); and
c) with Galano Engineering enforcing any of its rights or a security interest arising in connection with the Contract.
11. FORCE MAJEURE
Galano Engineering shall not be liable for any delay or non-performance of its obligations in the event and to the extent that such delay or non-performance is due to an event taking place after the acceptance of your order by Galano Engineering which is beyond Galano Engineering’s control or the control of any of its sub-contractors and which were not reasonably foreseeable at the time of confirmation of your order, and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the parties concerned, including, but not limited to, war, civil unrest, strikes, lockouts and other general labour disputes, acts of government, natural disasters, pandemics, exceptional weather conditions, breakdown or general unavailability of transport facilities, accident, fire, explosion and general shortages of energy and materials.
12. RISK AND TITLE
a) Unless otherwise agreed in writing, all risk in and to the Products and Services supplied shall pass to you immediately upon installation of such Products or provision of Services. Legal and equitable title in and to the Products (excluding any Software for which title is not transferred at all) shall not pass to you until payment in full for all Products is made.
b) You must, at your own cost, insure and keep insured the Products against such risks as a prudent owner of the Product would insure at their full cost price, with a reputable insurance company until such time as title has passed.
c) Galano Engineering’s rights under this clause 12 secure Galano Engineering’s right to receive the price of the Products and Services and all other amounts owing to Galano Engineering under any other contract.
d) In addition to any rights Galano Engineering may have under Chapter 4 of the PPSA, Galano Engineering shall be entitled (in the event of a breach or anticipated breach of these Terms or the Contract by you) at any time until title in and to the Products passes to you to demand the return of the Products and shall be entitled without notice to you and without liability to you to enter any premises occupied by you (or any other premises where you are holding the Products) to search for and remove the Products (and for this purpose you irrevocably license Galano Engineering to enter such premises and also indemnify Galano Engineering from and against all Loss suffered or incurred by Galano Engineering as a result of exercising its rights under this clause). If there is any inconsistency between Galano Engineering's rights under this clause 12(c) and its rights under Chapter 4 of the PPSA, this clause 12(c) prevails.
e) You acknowledge and warrant that Galano Engineering has a security interest (for the purposes of the PPSA) in the Products and any proceeds described in this clause 12 until title passes to you in accordance with this clause 12. You must do anything reasonably required by Galano Engineering to enable Galano Engineering to register its security interest, with the priority that Galano Engineering requires and to maintain that registration.
f) The security interest arising under this clause 12 attaches to the Products when you obtain possession of the Products and the parties confirm that they have not agreed that any security interest arising under this clause 12 attaches at any later time.
g) To the extent permitted under the PPSA, you waive all rights to receive any notices otherwise required to be provided by Galano Engineering.
13. PAYMENT
a) You must pay Galano Engineering’s invoice within 14 days (or as otherwise agreed in writing by Galano Engineering) after the Invoice is sent to you.
b) Galano Engineering may withhold delivery of the Products or Services until you have paid for them in full, in which case payment must be made on or before the delivery/ supply date (as applicable).
c) Unless prices quoted by Galano Engineering are stated to include any sales, value added, GST or similar tax which may apply, these taxes are payable by you in addition to the quoted prices.
d) You may pay the invoice by cheque, payable to Galano Engineering, by credit card (plus any charges that may be applicable), by direct debit or in any other way that Galano Engineering directs in writing.
e) Without prejudice to any other rights or remedies of Galano Engineering, if you fail to make (whether in full or in part) any payment required under these Terms on or before the due date for payment, then:
i. Galano Engineering may charge you interest on the unpaid amount at 2.5% per calendar month; and
ii. such interest will accrue from the date after payment was due to the date payment is made, will be calculated daily and capitalised monthly and must be paid by you upon demand by Galano Engineering.
14. GST
a) Notwithstanding any other clause in the Contract, to the extent that any supply made under or in connection with the Contract is subject to any goods and services, value added or similar tax (Goods and Services Tax), you must pay to Galano Engineering, in addition to the consideration provided for under these Terms for that supply (unless it expressly includes Goods and Services Tax) an amount (additional amount) equal to the amount of that consideration (or its Goods and Services Tax exclusive market value) multiplied by the rate at which Goods and Services Tax is imposed in respect of the supply.
b) You must pay to Galano Engineering the additional amount at the same time as the consideration to which it is referable.
c) You are responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable), in relation to the Products.
15. TERMINATION
a) Either party (terminating party) may terminate:
i. any Purchase Order placed by you; or
ii. the Contract in its entirety,
by written notice to the other party if the other party:
iii. breaches the Contract in a material respect and, in the reasonable opinion of the terminating party, the breach:
A. cannot be remedied; or
B. can be remedied, but is not remedied by the other party within [5] Business Days after terminating party gives the other party notice of the breach; or
iv. suffers an Insolvency Event.
b) The Software License can be immediately terminated by Galano Engineering in the following circumstances:
i. you are in breach of any term of this document, or threaten to breach any term of this document ;
ii. you incorrectly use the Products & Services in the opinion of Galano Engineering (including by failing to comply with any directions for the use of the Software by Galano Engineering (including any policies or procedures of Galano Engineering) or if you use any other software in connection with the Software);
iii. you suffer an Insolvency Event;
iv. you destroy the Software for any reason, or threaten to do so; or
v. you so elect in writing.
c) Termination pursuant to this clause will not affect any rights or remedies which Galano Engineering may have otherwise under this document or at law.
d) Nothing in this clause limits any right Galano Engineering may have pursuant to this document to modify the Software by way of Update, including by removing any features from the Software, or to modify or cease offering the Services or any part thereof.
e) You must, within 5 Business Days after the date of expiry or termination return all Confidential Information to Galano Engineering. Upon termination, you will destroy any remaining copies of Confidential Information, including the Software and any associated documentation or otherwise return or dispose of such material in the manner directed by Galano Engineering.
f) If the Contract or a Purchase Order are terminated, Galano Engineering will have an immediate right to possession of Products held by you and all amounts owing by you in respect of the Products together with all other debts owing by you to Galano Engineering will become due and payable and must be paid by you on demand by Galano Engineering. Further, Galano Engineering will be entitled (without prejudice to any other right or remedy provided under these Terms or otherwise) to do any one or more of the following:
i. suspend indefinitely all further deliveries of Product or Services in respect of any orders being processed for delivery and cancel any order or refuse to accept any further orders;
ii. require the return of all Products the property in, and ownership of, has not passed in accordance with clause 12; and
iii. exercise its rights under clause 12d) to enter your premises wherever situated without impediment, and with your full co-operation and assistance, to locate, retrieve and take possession of Products held by you.
16. CONFIDENTIAL INFORMATION
a) In this clause 16, Confidential Information means confidential information, intellectual property, trade secrets, know-how, procedures, work instructions, scientific, technical, product, market or pricing information relating to the Products, Services or Galano Engineering's business.
b) You are authorised to use the Confidential Information for the sole purpose of using the Products or Services and must not otherwise use or disclose any Confidential Information without the prior written consent of Galano Engineering (including to any third parties).
17. DISPUTE RESOLUTION
a) If a dispute arises out of, or in connection with the Contract or these Terms, the parties agree to meet to pursue resolution through negotiations. The party which identifies the dispute (the “Disputing Party”) agrees to provide a written request to negotiate to the other party (the “Disputed Party”) within thirty (30) days of learning of the dispute. All information exchanged during this negotiation shall be regarded as “without prejudice” communication for the purposes of settlement negotiations.
b) If the parties are unable to resolve the dispute within forty-five (45) days from the receipt of notice of the dispute from Disputing Party by the Disputed Party, then the parties agree to attempt to resolve the dispute through mediation.
c) If the parties are unable to agree on a mediator within twenty (20) days from the expiry of such forty-five (45) day period, then one will be appointed at the request of either party by the president for the time being of the Law Society of New South Wales. The place of mediation shall be at Galano Engineering’s choice and the mediation shall be in English.
d) Save for any urgent interlocutory relief, the parties agree not to proceed to litigation before complying with this clause 17.
18. INTELLECTUAL PROPERTY
a) Galano Engineering remains the owner or licensee (as the case may be) of all Intellectual Property Rights in the Products and Services.
b) The supply of Products or Services under the Contract does not confer to you any licence or assignment of any copyright, patent, design or trademark, or any other Intellectual Property Right (whether registered, registrable or not) that subsists in the Products or Services.
19. NOTICE
a) A party may send a notice or any document in connection with this agreement by:
i. hand delivery;
ii. pre-paid post; or
iii. electronic mail
to the other party at the address details set out below or in such other way as the recipient party may have last notified each other in writing:
Galano Engineering
1/6 Heald Road
Ingleburn 2565
NSWAustralia
chris@galano.com.au
Buyer: The details set out in the Purchase Order.
b) A notice or any document is deemed to be received:
i. If hand delivered, on the date of delivery;
ii. If sent by pre-paid post, on the sixth Business Day after the date of posting; or
iii. if sent by electronic mail, when the email (including any attachment) is sent to the receiving party at that email address, unless the sending party receives a notification of delivery failure within 24 hours of the email being sent.
20. NO WAIVER
The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
21. SEVERABILITY
The invalidity or unenforceability of any of these terms shall not affect the validity or enforceability of any other of these terms and any such invalid or unenforceable term shall be deemed to be severed and read down respectively and the remaining terms and conditions and part of the relevant term or condition will remain valid and binding on you and Galano Engineering.
22. AMENDMENT
Galano Engineering reserves the right to amend, revise or replace these Terms from time to time. Amendments, revisions and replacements will be effective immediately upon notification to you. Continued use of the Products by you following such notification represents your agreement to be bound by the terms of this document as amended, revised or replaced, and your understanding and acceptance of the amended, revised or replaced document.
23. ASSIGNMENT
a) You may not assign your rights under the Contract without Galano Engineering’s prior written consent.
b) The Contract is for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by the Contract.
24. GOVERNING LAW
These terms are made under and governed by and are to be construed in accordance with the laws of New South Wales and the federal laws of Australia applicable in New South Wales.
Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia, and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.
25. SURVIVAL
a) Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of this document, the following clauses survive the termination of this document:
i. Clauses 6,7 and 8;
ii. Clause 16; and
iii. Clause 18.
b) Each indemnity under these Terms is an irrevocable, continuing and unconditional indemnity and remains enforceable despite any variation to your obligations. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by these Terms.
26. INTERPRETATION
In the document unless a contrary intention is expressed:
a) the singular includes the plural and the plural includes the singular;
b) a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any government agency (whether or not having a separate legal personality);
c) other parts of speech and grammatical forms of a word or phrase defined in the document have a corresponding meaning;
d) a reference to a party to any document includes that party's successors and permitted assigns;
e) a provision of the document may not be construed adversely to a party solely on the ground that the party (or that party's representative) was responsible for the preparation of the document or the preparation or proposal of that provision;
f) the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in the document do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;
g) if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;
h) if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day; and
i) if anything under the document is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day.
SCHEDULE 1- LICENSE
1. GRANT OF LICENSE
Galano Engineering grants you a non-exclusive, non-transferable license :
to install, use, access, display and run one copy of the Software on a single vehicle for which the Software has been supplied by Galano Engineering subject to the following restrictions:
a) The Software may not be used in any other vehicle unless with Galano Engineering’s prior consent and subject to the transfer fee being paid as advised by Galano; and
b) In the event that the vehicle on which the Software was installed is to be disposed of you must completely remove the Software from that vehicle.
2. RESTRICTIONS OF LICENSE
You must not rent, lease, lend, sell, transfer, redistribute or sublicense the Software. If you sell or otherwise dispose of, transfer or assign any Devices containing the Software, any copies of the Software must be removed before doing so.
3. RESERVATION OF RIGHTS AND OWNERSHIP
a) Galano Engineering reserves all rights not expressly granted to you in this document. The Software is protected by copyright and other intellectual property laws and treaties.
b) Galano Engineering or its suppliers own all interest, title, copyright, and other Intellectual Property Rights in the Software. The Software is licensed, not sold.
4. LIMITATIONS ON USE OF SOFTWARE
Other than as expressly provided in this document or otherwise permitted by law, you must not copy, share, reverse engineer, decompile, or disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, or any part thereof. You will not allow any third party to copy, access, reverse engineer, decompile, derive, modify or disassemble the Software.
5. UPDATES TO SOFTWARE
a) The Terms (as amended in accordance with clause 22 of the Terms) will govern any Updates, unless such an Update is accompanied by a separate licence supplied by Galano Engineering in which case the terms of that licence will govern to the extent provided for.
b) You acknowledge and agree that Galano Engineering:
i. is under no obligation to provide any Updates;
ii. can offer optional paid Updates;
iii. can use Updates to add, remove, modify or otherwise alter features of the Software at its sole discretion, and that such changes will not be a breach of this document;
iv. can require you to install Updates to the Software in order to continue using the Software; and
v. can provide Updates in such a manner that the Software is unable to be reverted to its previous state.
b) In order to obtain, install, update, access, use, or continue to access or use the Software, you may also be required to update third party software (such as the operating system) on its Device.
c) You acknowledge and agree that:
i. Galano Engineering is not responsible for such third party updates;
ii. such third party updates may be subject to their own terms and conditions, which Galano Engineering strongly recommends you review prior to implementing the third party update; and
iii. if you are unable or unwilling to obtain or install such third party updates, you may be unable to obtain, install, update, access, use, or continue to access or use the Software.
6. RISK AND COMPLIANCE
a) You acknowledge and agree that you use the Software at your own risk.
b) You:
i. acknowledge that the Software is a tool to assist with performance of the vehicle, and is not a substitute for obtaining professional assessment of vehicle performance for compliance with applicable laws;
ii. agree that you are solely responsible for complying with all applicable laws (including any work health and safety laws and applicable Australian and international standards) in relation to any vehicle;
c) You warrant that you will use the Software only for lawful purposes and comply with all applicable laws in your use of the Software.
d) To the fullest extent permitted by applicable law, Galano Engineering does not accept liability for any claims or losses arising directly or indirectly from:
i. a failure to provide any Software, or any part thereof; and
ii. corruptions to or loss of data, errors or interruptions occurring in the course of using, or as part of, any Software.
7. FEES
a) Galano Engineering can in its discretion charge you fees, in consideration of the grant of the licence to the Software provided for in clause 1 of this Schedule, such fees if applicable will be advised by Galano Engineering, prior to you entering into this Contract.
b) Galano Engineering may, in addition to the amounts described in clause 7(a) of this Schedule, charge you further fees as a requirement of access to or use of any additional features or functionality of the Software which you may request access to.
c) Your entitlement to use and continue to use the Software will be subject to payment of the relevant Fees, if charged by Galano Engineering, by you.
d) The Fees may be charged on a one-off or a recurring basis, as notified by Galano Engineering from time to time, and will be payable in accordance with the payment terms notified by Galano Engineering
e) Galano Engineering reserves the right to vary the amount of the Fees, or introduce new Fees, at its sole discretion. Such variations and new Fees will be effective from the date specified by Galano Engineering, but will not be retrospective.
f) In the event that you fail to pay the applicable Fees by the due date stipulated by Galano Engineering, Galano Engineering may disable the relevant features and/or functionality of the Software.
g) In no circumstances will any fees you have paid to Galano Engineering be refunded to you, subject to clause 5d) of the Terms.
8. SUPPORT
Unless otherwise specified in this document or agreed pursuant to a separate written agreement between you and Galano Engineering, Galano Engineering will not be obliged to support the Software, whether by providing advice, training, error-correction, modifications, updates (including Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the Software by you.
9. TERM
Subject to termination by way of clause 15 of the Terms, the licence granted to you in clause 1 of this Schedule is granted in perpetuity for as long as the vehicle in which the Software is installed remains with the owner at the time it was installed (original owner). It ceases when the vehicle is disposed of by the original owner.
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Document Name: Galano (Australia) PTY LTD Terms & Conditions
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