Presien Terms and Conditions
These Terms and Conditions (Terms) explain how you buy from Presien: placing, paying, and receiving Orders, Equipment and Professional Services. How you use our technology is covered by the Presien End User Licence Agreement available in the platform we make available to you (EULA). Your Order, these Terms and the EULA together make up our agreement.
1. About these Terms
1.1 Who we are
In these Terms, “Presien”, “we”, “us” and “our” mean PFP Robotics Pty Ltd ACN 623 308 289 trading as Presien, of 101/4 Cornwallis Street, Eveleigh NSW 2015, Australia. “You”, “your” and “Customer” mean the business or organisation that places an Order with us.
1.2 Who these Terms apply to
These Terms apply to Customers who buy subscriptions, Presien OS licences, Equipment or Professional Services directly from us, and to Dealers, for whom clause 5 also applies. If you are an OEM or other partner with a separate written agreement signed by us, that agreement governs and these Terms apply only to the extent it says so. If you obtain Products from a Dealer, your supply contract is with the Dealer, and the EULA governs your use of the Presien Technology. You confirm that you are acquiring the Products for business purposes, and that whoever places an Order for you has authority to bind you.
1.3 How a contract is formed
A contract is formed when we accept an Order, by signing it, confirming it in writing (email is fine) or starting to supply, whichever happens first. Each accepted Order is a separate contract that incorporates these Terms and the EULA. Our quotes are invitations to treat and are not offers capable of acceptance; they are valid for 30 days unless they say otherwise, and we may decline any Order.
1.4 Your purchase orders and forms don’t apply
Purchase orders are for your administrative convenience only. Terms in, or referred to by, any purchase order, supplier portal, vendor registration, site induction or access form or similar document have no effect, even if we sign or click to accept it or perform after receiving it, unless an authorised officer of Presien expressly agrees to them in a signed document that refers to this clause 1.4.
1.5 How these Terms fit with the EULA
The EULA governs the licence and use of the Presien Technology, including all data, privacy, security and AI matters, safety, restrictions on use, and Intellectual Property Rights in the Presien Technology. These Terms govern ordering, Fees and payment, Equipment, Professional Services and resale. If these documents are inconsistent:
(a)the Order prevails, but only for the commercial details it specifies (such as Products, quantities, Licensed Devices, delivery details, Fees and Subscription Term) or a provision that expressly states it overrides these Terms;
(b)the EULA prevails on the matters it governs; then
(c)these Terms prevail on everything else.
1.6 Changes to these Terms
We may update these Terms from time to time. We will publish updates on our website and notify you at least 30 days (Change Period) before they take effect. For Orders already accepted, updates apply from the start of your next Subscription Term unless they are required by Law, address a security or safety risk, or do not materially reduce your rights. If you don’t agree with an update, you can choose not to renew during the Change Period.
2. Using Presien Technology
2.1 The EULA applies
All use of the Presien Technology, by you, your Users or End Users, is governed by the EULA. You must ensure the EULA has been accepted before any Presien Technology supplied under an Order is used, and you must not allow anyone to use it who is not bound by the EULA.
2.2 Data, privacy and AI
All matters relating to Customer Data, Presien Data, Footage, personal information, security, AI Models, AI training and the Training Opt-Out are governed exclusively by the EULA and any data processing addendum under it. Nothing in these Terms limits Presien’s rights under the EULA.
2.3 Assistive technology only
The Presien Technology and all Equipment are assistive technology. They are not a sole or primary safety control, and they do not replace human judgement, trained operators, supervision or safe systems of work. Nothing in an Order, quote, demonstration or Dealer material changes this, and the safety provisions of the EULA apply to all Products.
2.4 Support
For subscriptions bought directly from us, we provide support under our standard support policy. Service levels apply only if an Order expressly sets them out. Where Products are supplied through a Dealer, the Dealer provides first-line support. For Equipment, our obligations are limited to the warranty in clause 4.7.
3. Fees and payment
3.1 Fees and invoicing
You must pay the Fees in each Order, in Australian dollars unless the Order says otherwise. Prices for Equipment exclude freight, packaging, insurance in transit and installation, which we may charge separately. Unless the Order says otherwise, we invoice:
(a)subscription Fees per Licensed Device from time to time in advance, from the earlier of activation of the Licensed Device and 30 days after we accept the Order;
(b)Equipment and perpetual Presien OS licences on acceptance of the Order; and
(c)Professional Services monthly in arrears.
3.2 Payment
You must pay each invoice in full, in cleared funds, within 14 days of the invoice date, without set-off, counterclaim or deduction (other than withholding required by Law under clause 3.4).
3.3 Price changes
We may change subscription prices on at least 30 days’ notice. A change applies to each Licensed Device only from the start of its next renewal term, never during a current Subscription Term.
3.4 Taxes
Fees exclude GST and all other taxes and duties. If GST is payable, you must pay an amount equal to it at the same time as the Fees, on receipt of a tax invoice. You must pay all taxes, duties, import charges and sales, use, value-added and similar taxes imposed outside Australia, other than taxes on our net income. If Law requires you to withhold tax from a payment, you must increase the payment so that we receive what we would have received without the withholding.
3.5 Late payment
If you don’t pay on time, we may charge interest on the overdue amount at the Reserve Bank of Australia's cash rate target plus 4% per annum, calculated daily; and recover all costs relating to collection (including legal fees on the full indemnity basis); and suspend access to the Presien Technology under the EULA.
3.6 Disputed invoices
If you dispute an invoice in good faith, you must tell us in writing, with reasons, within 10 calendar days of the invoice date and pay the undisputed portion by the due date. An invoice not disputed in that time is taken to be accepted.
3.7 Non-cancellable and non-refundable
Once we accept an Order, you may cancel it only with our written consent, and we may charge a reasonable cancellation fee, including for Equipment ordered or allocated to you or any other reasonable costs we incur in connection with the Order. Except where these Terms or the EULA expressly provide for a refund, Fees are non-refundable, subscriptions cannot be reduced during a Subscription Term, and Equipment cannot be returned except under clause 4.7.
4. Equipment
4.1 Sale of Equipment
This clause 4 applies whenever we supply Equipment, whether to you as a direct Customer or as a Dealer. Equipment is sold outright; we do not lease or rent it. Software on Equipment is licensed, not sold, under the EULA.
4.2 Subscriptions are separate
Some Equipment features depend on an active subscription to the Presien Technology. Buying Equipment does not include a subscription unless the Order says so, and features that depend on a subscription stop working when it ends.
4.3 Delivery and acceptance
We will deliver Equipment to the delivery point in the Order. Delivery dates are estimates only, and late delivery does not make us liable or entitle you to cancel. We may deliver and invoice in instalments. You must inspect Equipment on delivery and tell us in writing within 24 hours of any shortfall, visible damage or non-conformity; otherwise you are taken to have accepted it, without affecting clause 4.7.
4.4 Risk and title
Risk passes to you at the time the Equipment is made available to you for collection at point of delivery set out in the Order, or when title passes, whichever is earlier. Title passes only when we have received payment in full, in cleared funds, for that Equipment and for all other amounts then owing to us, even if the Equipment has been fitted to a machine. Until then, you may use the Equipment in the ordinary course of your business, but you must keep it identifiable as ours, keep it insured and not encumber it. As a Dealer, you may resell it in the ordinary course of business, but you hold the proceeds on trust for us to the extent of the amount owing. If you don’t pay when due, we may, on reasonable notice, enter premises where the Equipment is kept and recover it, including by detaching it from any machine, causing no more damage than is reasonably necessary.
4.5 PPSA
These Terms may create a security interest in Equipment under the Personal Property Securities Act 2009 (Cth) (“PPSA”) if you receive the Equipment before paying for it. You must do anything we reasonably ask to perfect and maintain it. To the extent the Law permits, you waive your right to receive a verification statement under section 157 of the PPSA; the parties contract out of sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 142 and 143 of the PPSA; and neither party may disclose information of the kind referred to in section 275(1), except as permitted by section 275(7).
4.6 Installation and site work
We do not install Equipment unless an Order expressly says so, in which case installation is a Professional Service. Otherwise, installation is the responsibility of the Dealer or you, and must be done by suitably qualified people in line with the Documentation, the Law and the machine manufacturer’s requirements.
4.7 Equipment warranty
To the extent permitted by law, we warrant that Equipment manufactured by or for us will be free from defects in materials and workmanship under normal use for 12 months from delivery. For Third-Party Equipment, the warranty period is the shorter of the manufacturer’s warranty period and 12 months from delivery, and we will pass on the manufacturer’s warranty to the extent we can. To claim, tell us in writing within the warranty period and within 14 days of discovering the defect, give us the evidence we reasonably request, and return the Equipment at your cost if we ask. If we confirm a covered defect, we will, at our option, repair or replace the Equipment or refund its price. Subject to clause 8.2, this clause 4.7 is your sole remedy for defective Equipment.
4.8 Warranty exclusions
The warranty does not cover defects or damage caused by installation, repair or modification by anyone other than us; fitting to a machine not supported by the Documentation; accident, collision, misuse, neglect, high-pressure washing or use outside the Documentation; environmental conditions beyond rated limits; failure to install updates; normal wear and tear (including to lenses, cables and mounts); use with equipment or software we have not supplied or approved; or removal of serial numbers. If we find no covered defect, we may charge for our investigation and return shipping.
4.9 Recalls and safety notices
You must comply promptly with any recall, safety notice or field modification we issue for Equipment, give us or our nominee reasonable access to the affected Equipment and, as a Dealer, pass it on to End Users without delay. You must keep a record of where each item of Equipment is installed so that this can be done.
4.10 Certification and import
Equipment is certified for the countries and standards specified in the Documentation. If you supply or use it anywhere else, you are responsible for any certifications, approvals and markings required there (such as RCM, FCC or CE marking, including radio equipment cybersecurity requirements), and for import duties and formalities.
5. Dealers
5.1 Appointment
If we have appointed you as a Dealer in writing, you may resell the Products in your Order to End Users in the territory in your Order on the terms you have been appointed.
5.2 When your appointment ends
When your appointment or the relevant Order ends, you must stop marketing the Products and using our Trade Marks, and your right to resell and to supply Cloud Services ends immediately. End Users’ continued use of the Presien Technology is governed by the EULA. We may, but need not, supply End Users directly, and you must cooperate with any transition, including by giving us End User contact and Licensed Device details. You remain responsible to End Users for your own obligations to them.
6. Professional Services
6.1 Professional Services
We may provide training, installation, configuration, integration, custom development or other services described in an Order (“Professional Services”), quoted per project. Unless the Order states a fixed price, they are charged on a time and materials basis at our current rates, plus reasonable expenses.
6.2 Variations and delays
Changes to scope must be agreed in writing (email is fine), including any change to price and timing. Our time for performance extends by a reasonable period if we are delayed by your or your Dealer’s act, omission or breach (including failing to provide access, information or equipment), by a variation, or by an event outside our reasonable control. You must pay any reasonable extra costs caused by delays you cause.
6.3 Deliverables
Unless an Order expressly says otherwise, we own all deliverables we create in performing Professional Services, other than anything the EULA says you own, and they are licensed to you as part of the Presien Technology under the EULA.
7. IP, confidentiality and publicity
7.1 Intellectual property
Presien and its licensors own all Intellectual Property Rights in the Products, the Documentation, our Trade Marks and our deliverables, and in all improvements and derivative works of any of them, however and by whomever created. Ownership of data and AI Models is governed by the EULA. Nothing in these Terms transfers any Intellectual Property Rights to you, and you assign to us on creation any rights you or your Personnel acquire in any improvement to them.
7.2 Confidentiality
Each party must keep the other’s Confidential Information confidential and use it only for the purposes of these Terms. It may disclose it to its and its related bodies corporate’s Personnel, professional advisers, insurers and financiers (and, in our case, service providers, investors and prospective acquirers) who need to know it and are bound by equivalent obligations, or as required by Law after giving prompt notice where lawful. These obligations do not apply to information that is public (other than through a breach), already known, independently developed or lawfully received from a third party without restriction. They continue for 5 years after these Terms end, and indefinitely for trade secrets and source code. Data is governed by the EULA, not this clause 7.
7.3 Publicity
You must not publicise your relationship with us, or use our name or Trade Marks, without our prior written consent. We may identify you as a Customer, including by using your name and logo, in proposals, tenders, presentations, customer lists and on our website.
8. Warranties, indemnities and liability
8.1 Disclaimer
Except for the Equipment warranty in clause 4.7 and any warranty expressly given in the EULA, and to the maximum extent permitted by law, the Products and Professional Services are provided “as is”, and we disclaim all other warranties, conditions, guarantees and representations, whether express, implied or statutory, including of merchantability, acceptable quality, fitness for purpose and non-infringement. We do not warrant that the Products will detect all persons, objects or hazards, or prevent any accident, injury or damage.
8.2 Non-excludable rights
Nothing in these Terms excludes any term implied or imposed by any Law that cannot lawfully be excluded or limited, including the consumer guarantees under the Australian Consumer Law (“Non-Excludable Rights”). Where a Non-Excludable Right applies, our liability for breach of it is limited, at our option, to:
(a)for goods: replacing or repairing the goods, supplying equivalent goods, or paying the cost of doing so; and
(b)for services: supplying the services again, or paying the cost of having them supplied again.
8.3 Your indemnity
You indemnify Presien, its related bodies corporate and their respective officers, employees, contractors and agents against all loss, damage, liability, costs and expenses (including legal costs on the full indemnity basis), and, to the extent permitted by Law, any fine or penalty, arising out of or in connection with any claim, cause of action, demand, proceeding or investigation by any third party to the extent it arises out of or in connection with:
(a)any representation, warranty or commitment about the Products made by you (including as a Dealer) that is not in these Terms, the EULA or the Documentation;
(b)as a Dealer, any failure to obtain an End User’s acceptance of the EULA or to comply with clause 5;
(c)death, personal injury or property damage in connection with the Presien Technology, the Products, or Professional Services; or
(d)your breach of Law,
except to the extent caused by our fraud,misconduct, negligence or breach of these Terms. This indemnity is in addition to and without limiting your indemnity under the EULA.
8.4 Consequential loss
To the maximum extent permitted by law, Presien is not liable to you, whether in contract, tort (including negligence), under statute, in equity or otherwise, for any:
(a)loss of profit, revenue, production, productivity, contract, business or anticipated savings;
(b)loss or corruption of data;
(c)business interruption, or downtime of any machine, plant or site;
(d)loss of goodwill or reputation;
(e)fines, penalties or liquidated damages payable by you to any person; or
(f)indirect, consequential, special, incidental, exemplary or punitive loss or damage,
in each case however arising, and even if Presien knew it was possible.
8.5 Liability cap
To the maximum extent permitted by law and subject to clause 8.2, Presien’s total aggregate liability to you whether arising out of or in connection with:
(a)the Presien Technology;
(b)these Terms or any other agreement between you and us; or
(c)any other fact, matter or circumstance,
whether in contract, tort (including negligence), under statute, in equity or otherwise, and including for death or personal injury, is limited to the lesser of:
(d)the fees received by Presien (directly or through an authorised partner) in the 12 months before the event first giving rise to the liability; and
(e)AUD1,000,000.
8.6 Contribution and time limit
Our liability is reduced to the extent any loss is caused or contributed to by you, your Personnel, End Users, Dealers, installers or other third parties, or by Third-Party Equipment. To the extent permitted by Law, you must commence any cause of action against Presien within 12 months after the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to it, after which the cause of action is barred and you release us from that cause of action.
8.7 Who else benefits
The exclusions, limitations and indemnity in this clause 8 also benefit Presien’s related bodies corporate, licensors, suppliers and Personnel, and Presien accepts your promises on their behalf and holds the benefit of them on trust for those persons.
9. Term and termination
9.1 Term
These Terms start when you place your first Order and continue until all Orders have ended. Subscription Terms, renewal and suspension of the Presien Technology are governed by the Order and the EULA.
9.2 Termination
Either party may terminate these Terms or an affected Order by notice if the other commits a material breach and (if it can be remedied) does not remedy it within 30 days after notice, or suffers an Insolvency Event, to the extent the Law permits. We may also terminate immediately by notice if you don’t pay any amount within 14 days after we notify you it is overdue, breach the EULA restrictions or infringe our Intellectual Property Rights, become (or undergo a Change in Control in favour of) a competitor of Presien, or if continuing to supply you would breach Law.
9.3 Effect of termination
When an Order or these Terms end or are terminated, all unpaid Fees for Products supplied and any Fees for the rest of each affected Subscription Term become immediately due and payable. If you terminate for our breach, we will refund prepaid Fees for the unused part of the affected Subscription Term. The EULA governs what happens to licences and data. Clauses 4.4, 4.5, 3, 7, 8 and 10, and any provision that by its nature should survive, continue after termination.
10. General
10.1 Governing law
These Terms is governed by the laws of New South Wales, Australia. You submit to the exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them. No party may challenge the jurisdiction of New South Wales as the forum in which disputes are heard. Presien may also bring proceedings in any other court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information or to recover amounts owed to it.
10.2 Events beyond our control
We are not liable for any failure or delay in performing these Terms caused by an event beyond our reasonable control, including failure of telecommunications, power, cloud hosting or AI service providers, failure of an upstream supplier, natural disaster, pandemic, industrial action, cyber-attack, war, terrorism or government action. If such an event prevents us from performing our obligations for more than 3 months, either party may terminate the affected Order by notice, and we will refund prepaid Fees for anything not supplied.
10.3 Assignment and subcontracting
You may not assign, novate or otherwise transfer these Terms or any rights under it without our prior written consent. We may assign, transfer or novate all right, title and interest under these Terms to any person by notice to you, and you agree to sign any document reasonably required to give effect to that assignment, transfer or novation.
10.4 Compliance
Each party must comply with applicable export control, sanctions and anti-bribery Laws. You must not export, re-export or transfer any Product in breach of those Laws.
10.5 Notices
Notices must be in writing and may be sent by email: to us at legal@presien.com, and to you at the email address in your Order or account. An email is taken to be received when sent, unless the sender receives an automated non-delivery message. If it is sent after 5 pm or on a non-Business Day in the recipient’s location, it is taken to be received on the next Business Day.
10.6 Entire agreement
These Terms, the EULA and each Order are the entire agreement between the parties about their subject matter and replace all earlier discussions and agreements. You confirm that you have not relied on any representation not set out in them, including statements about Product performance in marketing materials, demonstrations or trials.
10.7 Other terms
Neither party is the agent, partner or employee of the other. A waiver must be in writing. Any invalid provision is read down or, if necessary, severed, without affecting the rest. Except under clause 1.6, these Terms may be varied only in writing signed by both parties. Orders may be signed electronically and in counterparts, and each party bears its own costs to comply with these Terms.
11. Definitions and interpretation
11.1 Definitions
Capitalised terms not defined below have the meanings given in the EULA. In these Terms:
(a)Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales;
(b)Change in Control means any change in the person or persons who control a party;
(c)Confidential Information means information of a confidential nature disclosed by or for a party that is marked confidential or that a reasonable person would understand to be confidential, including the commercial terms of each Order and, in our case, the Products, Documentation, pricing and roadmaps;
(d)Dealer means an Authorised Channel Partner that we have appointed in writing to resell Products under these Terms;
(e)End User means a person that acquires Products from a Dealer for its own use and not for resale;
(f)Equipment means the physical goods we supply under an Order, including cameras, sensors, displays, compute units, mounts, cables, spare parts and accessories, whether manufactured by us, for us or by a third party;
(g)EULA means the Presien End User Licence Agreement referred to at the start of these Terms, as updated under its terms from time to time;
(h)Fees means the fees for Products set out in an Order;
(i)GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and includes any equivalent tax elsewhere;
(j)Order means an order form, quote, statement of work or purchase order for Products that we accept under clause 1.3, including any renewal;
(k)Personnel means a party’s officers, employees, contractors and agents;
(l)Products means the Equipment, Presien Technology and Professional Services we supply under an Order, including Blindsight, Presien Cloud, Presien Reporting, /loop and Presien Agent;
(m)Third-Party Equipment means Equipment manufactured by a third party, and not by or for us; and
(n)Trade Marks means our names, logos and trade marks, whether registered or not.
11.2 Interpretation
“Including” and similar words do not limit what else may be included. Headings are for convenience only. A reference to a clause or section is to a clause or section of these Terms, and a reference to a Law includes any amendment or replacement of it. “Writing” includes email. No rule of construction applies to a party’s disadvantage because it prepared these Terms.