Welcome to Timescapes (“we”, “us” or “our”)! These terms (“Terms”) govern the relationship between us and our client (“you”, “your” or the “Client”) regarding the services and products that Timescapes provide. By accepting a proposal, services quote, or similar quotation document (“Proposal”) by signing, issuing a written acceptance, or doing any act consistent with acceptance, you agree to these Terms, which together with the Proposal, create a binding contract (“Contract”).
These Terms are in three parts:
a. General Terms apply to all Clients using our services (“Services”). b. Hardware Terms apply specifically for cameras and other equipment provided by us (“Camera Equipment”). c. Addendum of jurisdiction-specific terms apply to Clients based in Australia, Canada or the United States.
A. General Terms
1. Fees and Payment
a. Fees payable by the Client to Timescapes, whether set out in a Proposal, separate quote, invoice or other written communication, are exclusive of GST, VAT, sales tax or any other applicable taxes in the relevant jurisdiction, unless otherwise specified. All payments must be made in full by the 20th of the month following the month of its issue or on the date otherwise agreed between the parties. Where you request additional services, we may charge fees for such services.
b. All amounts are payable in local currency unless specified otherwise in the Contract.
c. We request timely payment to ensure uninterrupted access to our Services. If payment is overdue, interest(overdraft rate + 5% per annum) and reasonable recovery costs may apply. Access to our online image viewing platform (the “Image Viewer”) or other services may be paused until the balance is fully paid.
d. To ensure we continue delivering high-quality services and reflecting the CPI and changes in costs, we may occasionally review the fees and rates outlined in the Contract. Any changes will be communicated to you in writing at least thirty (30) days in advance and will not exceed 5% per adjustment. We will not increase the fees during the first twelve (12) months of the Contract.
2. Liability
To the fullest extent permitted by applicable law. a. No party (or their respective affiliates, officers, directors, employees, or other related persons) will be liable for any indirect, special, incidental, consequential, exemplary or punitive damages of any type or kind, even if advised of the possibility of such damages or could have foreseen such damages; and b. each party’s total liability is limited to the fees paid or payable by the Client in the twelve (12) months prior to the first event or occurrence giving rise to such liability, except in cases of: (i) wilful misconduct, fraud or gross negligence; (ii) breach of its confidentiality obligations; (iii) breach of indemnification obligations; (iv) property damage, death or personal injury. These limitations do not limit your payment obligations to us for the Services. Any claims must be raised within one (1) year of the event giving rise to the claim.
3. Insurance Coverage
We aim to maintain comprehensive insurance, including professional indemnity, cyber liability, and public liability, with coverage up to $5 million (in local currency) across all regions we operate. Our coverage may change as needed, but we strive to ensure it remains suitable for our Services. Further details are available upon request, subject to reasonable confidentiality restrictions.
4. Term and Termination
The Terms take effect on the date of the Proposal, and continue as specified, unless terminated earlier in accordance with these Terms. Your Contract will automatically renew monthly after the initial or renewal term, unless either party provides at least thirty (30) days’ written notice before the term ends. Fees for the Services will remain payable during any renewed terms and throughout the termination notice period.
a. Either party can terminate the Contract immediately in writing if the other party:(i) materially breaches the Contract that cannot be remedied; or(ii) fails to remedy a material breach within ten (10) days’ written notice of the breach; or(iii) becomes insolvent, or is placed under administration, receivership, or liquidation, or similar insolvency event. b. We can suspend or, in more extreme cases, terminate the Contract with thirty (30) days’ notice if we reasonably determine that your actions negatively impact our operations, reputation, or ability to service other clients. c. Suspension or termination of the Contract shall not affect any rights, claims or liabilities of the parties that have already accrued. d. If the Contract ends, you agree to authorise us and our authorised agents access to recover any Camera Equipment. Until all Camera Equipment is returned to us, all applicable charges will remain payable.
5. Client’s Ownership in Works
The ownership and copyright of the images and the time lapse videos including any underlying data that is specific to the Client and generated from or derived from the images and the time lapse videos that the Client can access via the Image Viewer (the “Works”), will transfer to you upon full payment of Fees, in accordance with the agreed payment structure.
6. Licensing
To help us continually improve and provide better services to you, you grant us a limited licence to use, adapt, modify or otherwise make available the Works, for the purposes of:
a. delivering the Services (including any analytics) to you; b. training, improving, monitoring our Services, and carrying out product/service development (including in machine learning), to derive insights and identify business trends, and/or for our statistical and marketing purposes (where we endeavour to use the Works in an anonymised and aggregated manner that does not identify individuals); and c. marketing/advertising that specifically features the Works (with your express approval). We may retain a copy of the Works as permitted under the license granted in this clause. This limited licence does not affect your ownership rights under clause 5.
7. Ownership of our IP
Unless stated otherwise in clause 5, all intellectual property including copyright and all other property rights in all documents, data, information and other materials of any nature, conceived, discovered, developed, improved or modified by us in performing the Services, whether alone or together with the other party(ies),
or capable of being patented or registered or not, will be our property. Such intellectual property may only be used by you with our prior consent in writing.
8. Ongoing Services
The Client’s access to the Image Viewer will end after four (4) weeks from the date of completion or termination of the Services (“Last Access Date”). We’re happy to discuss extending the Last Access Date for an agreed period and fee. We cannot guarantee access or retention of any content related to the Works after the Last Access Date.
9. Website and Platform Services
We provide services related to the Image Viewer to you, and within it you can create accounts for your employees, agents, independent contractors or any other persons or organisations that you authorise to use the Image Viewer (“Individual Users”). The use of the Image Viewer is subject to the terms of use available at https://www.timescapes.co/terms-of-use (“Website & Platform Terms of Use”). It is expected that all activities that occur on the Client’s and/or Individual User’s account comply with these terms. Any actions or omissions by Individual Users will be treated as the Client’s responsibility. If you believe the security of an account has been compromised, please notify us as soon as possible so we can help resolve the issue.
10. Privacy
All applicable privacy and data protection laws must be adhered to, and you will obtain any necessary consent for us to process personal information related to your employees, subcontractors or other third parties as part of delivering our Services. Please ensure that you and your employees/personnel agree to our Privacy Policy https://www.timescapes.co/privacy-policy
11. Confidentiality
Both parties will treat any shared information that is identified as confidential, or that should reasonably be understood as confidential (“Confidential Information”), with care. Confidential information may only be used to deliver Services, meet obligations or exercise rights under the Contract. Confidentiality obligations do not apply to information that is:
a. already known or becomes known to the receiving party without obligation of confidentiality;
b. independently developed by the receiving party; and
c. required to be disclosed by law or a governmental agency (with prior notice, if possible). Upon request of the other party following the expiry or termination of the Contract, all Confidential Information must be returned or securely destroyed. The receiving party will indemnify the disclosing party against any loss, damage or liability it might sustain or incur as a result of any wrongful use or disclosure of any Confidential Information by the receiving party.
12. General
a.Disputes. If any dispute arises during the Contract (the “Dispute”), either party can request the other party inwriting that the Dispute be resolved through mediation. The Dispute will first be referred to an accredited mediator agreed mutually or, failing agreement on the mediator within ten (10) working days then at the request of either party, one will be appointed by the president or chief executive or their nominee of a local alternative dispute resolution body. The costs of mediation shall be shared equally between the parties or as the mediator sees fit.
b.Relationship. We enter into the Contract as an independent contractor, and not as a partner, employee, joint venturer or any other implied relationship.
c.Publicity. Unless you specifically request otherwise, we may use the Client’s name, logo, and trademarks in a list of customers, or in connection with written sales or promotional materials.
d.Force Majeure. We will not be responsible for failure to carry out any obligation under the Contract to the extent that the failure is directly caused by an event beyond our reasonable control (such as, for example, natural disasters, government actions or network failures) and which is not our fault (“Force Majeure Event”).
e.Notice. Every notice shall be in writing and must be delivered by hand, post or email to the addresses set out in the Parties section of the Proposal, or to such other address as designated by notice in writing to the other party.
f.Assignment. You may not assign or transfer any rights, duties or obligations under the Contract without our prior written consent.
g.Non Waiver. No failure to exercise and no delay in exercising any right under any Contract shall operate as a waiver of that right nor shall any single or partial exercise of any right preclude any further or other exercise of that right or any other right.
h.Further Assurance. Upon our written request, you will promptly and duly execute and deliver to us any and all further documents as we may reasonably require in connection with the Contract.
i. Counterpart. Any Contract may be executed in any number of counterparts, including electronic copies, all of which will together constitute one and the same instrument.
j.Consumer Law: The Camera Equipment and Services are supplied for business use only and not for personal or consumer use. Local consumer protection laws will not apply to the fullest extent permitted by law.
k.Entire Agreement and Revisions. The provisions of the Contract constitute the entire agreement between the parties and supersedes all previous understandings, agreements and communications, whether verbal or written, between the parties. Any use of Client’s pre-printed forms, such as purchase orders, are for convenience only and any terms and conditions set out in Client’s printed forms that are in addition to, inconsistent or in conflict with, or different than these Terms shall be subject to our Terms. These Terms may be amended from time to time by posting the most current version on our website. Any updated terms will apply when we enter into a new Proposal with you, or upon renewal or extension of the Contract, or, in any event, ninety (90) days after the new terms are made available or uploaded on our website. Clients are encouraged to check these terms periodically to stay informed of any changes. If an amendment materially affects clients’ rights, we will notify clients (e.g. via e-mail, or posting on the website or as a notification). Your continued use of the Services following the effective date of any such amendment will be considered as your acceptance of such amendment. If you do not agree to an amendment, you may request us to terminate the provision of Services. If you wish to be notified of any changes, please contact us at support@timescapes.co.
l.Precedence. The following order of precedence will apply in case of conflict between the parts of the Contract: (i)Proposal; (ii) These Terms; (iii) Website & Platform Terms of Use.
m.Governing law and jurisdiction. The governing law and jurisdiction for the Contract are determined by the location of the Client provided that it is also where the Services are mainly provided, as outlined below:
B. Hardware Terms
1. Leased Camera Equipment
The Client acknowledges that the Camera Equipment leased by the Client (“Leased Camera Equipment”):
a. remains the property of Timescapes at all times;
b. should not be moved or tampered with; and
c. should only be operated and used (as relevant) in accordance with our instructions and user manuals (for example, you should provide a suitable mounting location(s) for the Leased Camera Equipment as approved by us in writing or as set out in the Proposal. Any mounting location(s) must be, within reasonable limitations, safe, secure and out of reach (>5m).)
2. Warranty
We offer a repair warranty on any Camera Equipment you purchase (“Purchased Camera Equipment”)for defects notified in writing to us (within twelve (12) months of the earlier of acceptance date or date of initial installation) (“Warranty”). The Warranty does not cover any defect or damage which may be caused or partly caused by or arise through:
a. any failure to follow instructions or guidelines provided by us (or manufacturer) in relation to the installation or maintenance of the Purchased Camera Equipment; or
b. any use with non-approved software or application; or
c. continued use after any defect becomes or would have become apparent to a reasonable user; or
d. fair wear and tear, or intentional or negligent damage or tampering of the Purchased Camera Equipment by the Client, or a Force Majeure Event.
3. Confirmations
The Client confirms the following:
a. Image Viewer: Only use our Camera Equipment with Timescapes-approved software.
b. Ownership and risk: Ownership of the Purchased Camera Equipment will pass to you upon our receipt of full payment, and the risk will pass to you upon the earlier of:(i) delivery to the agreed location, as evidenced by a delivery confirmation, electronic acknowledgement, or other reasonable means;(ii) collection by you as set out in the Proposal;(iii) acceptance of the equipment; or(iv) commencement of installation.
c. Third party warranties: Except as covered under our Warranty and to the fullest extent permitted by law, we will not be liable for any defect in the Camera Equipment which are supplied or manufactured by a third party. We will take reasonable steps to claim and pass on any warranty rights from the supplier/manufacturer.
d. Theft: In case of damage or theft of the Camera Equipment, you will promptly let us know so we can work together to minimise any service disruption. While we aim to ensure service continuity, any delays or interruptions resulting from such incidents would not be considered our breach of the Contract.
4. Delivery, Installation and Removal
a. If handled by you: It is important that you ensure safe and proper installation, relocation and removal of the Camera Equipment. Please ensure that whoever handles these tasks does so in a safe, professional, and proper manner, incompliance with all applicable laws and any directions, and instructions provided by us. Any improper handling of the Camera Equipment may result in damage, malfunction, or operational issues.
b. If handled by us: If you would like us to take care of the installation, relocation, or removal of the Camera Equipment, we will assist subject to the subcontractor availability. You will need to provide us and our subcontractors with appropriate access to the site where the Camera Equipment will be located. We will always prioritise working safely while providing our Services (and follow relevant health and safety laws, inductions and site-specific requirements arising out of this engagement), but please note that we do not take responsibility for managing/controlling your workplace.
5. Camera Security
We encourage you to take reasonable steps to keep the Leased Camera Equipment secure from damage, theft or unauthorised access. If needed, we may request access for inspection or maintenance as per the Proposal (and as we deem necessary). It is your responsibility to arrange appropriate insurance coverage for the Camera Equipment while it is in your possession. If in any occasion we are required to seek recovery under our insurance policy and there are any associated costs arising from the insurance claim, including, without limitation, an insurance excess, we may ask you to cover such costs.
6.Security Interest
Leased Camera Equipment remains subject to a security interest in favour of Timescapes for the duration of the Contract. We may register this security interest under applicable laws and associated rights, and you agree not to grant any other security interests over the Leased Camera Equipment while it remains under Timescapes’ ownership.
Addendum of Jurisdiction-Specific Terms
This addendum ("Addendum") to the Terms attaches to and supplements the Terms. The Addendum will apply to the Terms if and to the extent that a Client’s use of the Services is within scope of the additional specific local law requirements set out in this Addendum. The provisions in this Addendum are in addition to, and not replacing, the Terms, however, in the event of any conflict between the Terms and the Addendum, the terms of this Addendum shall control. All defined terms in the Terms shall have the same meaning herein.
A. Australia
In this clause, words and expressions defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended, varied, or replaced from time to time) have the same meaning given to them by that Act. Unless otherwise expressly stated in writing in the Contract, all amounts payable by the Client in connection with a Contract do not include an amount for GST. If GST is payable on any supply made by Timescapes under a Contract, the Client must pay to Timescapes, in addition to and at the same time as the payment for the supply, an amount equal to the amount of GST on the supply.Where the Client is required by a Contract to reimburse or indemnify Timescapes for any loss, liability, cost, expense, damage, or other amount incurred, the amount to be reimbursed or paid will be reduced by the amount of any input tax credit that Timescapes will be entitled to claim for the loss, liability, cost, expense, damage, or amount incurred, and increased by the amount of any GST payable by Timescapes in respect of the reimbursement or payment.
B. United States
1. PPSR (PMSI/Security Interest)
All leased Camera Equipment is subject to a continuing security interest in favor of Timescapes for the performance of the Client's obligations under any Order Form from time to time (“Security Interest”).
a. The Client acknowledges that Timescapes may, at Timescapes’ cost, register and file its Security Interest in the Leased Camera Equipment, and all the Client's present and future rights in relation to the Leased Camera Equipment, in accordance with applicable law. The Client shall do all things and provide all information as Timescapes may require for the purpose of securing to Timescapes an attached, perfected, first-in-priority Security Interest in the Leased Camera Equipment and any proceeds. The Client shall not change its name or other details without first notifying Timescapes in writing at least thirty (30) days before such change takes effect.
b. The Client will not permit to exist or attach any other security interest in relation to the Leased Camera Equipment.
c. The Client will not transfer possession of the Leased Camera Equipment to any third party without Timescapes’ prior written consent.”
2. In addition to the Liability clause
(clause 2 of General Terms), the following clause applies to all Services provided in the United States:
“Procedure. The party claiming indemnification shall: (a) promptly notify the indemnifying party of any claim in respect of which the indemnity may apply, provided that any delay in notice does not materially prejudice the indemnifying party; (b) relinquish control of the defense of the claim to the indemnifying party; and (c) provide the indemnifying party with all assistance reasonably requested in defense of the claim. The indemnifying party shall be entitled to settle any claim without the written consent of the indemnified party so long as such settlement only involves the payment of money by the indemnifying party and in no way affects any rights of the indemnified party. The indemnities set forth in this Agreement shall not apply to the negligence of the indemnified party.”
3. General Warranties
a. Mutual Warranties. Each party represents and warrants to the other that: (i) its execution and performance of this Agreement, will not violate any provision of law, rule, regulation to which such party is subject; (ii) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;(iii) the execution, delivery and performance of this Agreement, have been duly authorized by such party; (iv) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement; (v) the signatory to this Agreement, and all Commercial Terms hereunder, possesses all necessary authority to enter into the Agreement, and applicable Commercial Terms; and (vi) such party will comply with all applicable laws, rules and regulations pursuant to which such party conducts its business.
b. Client Warranties. Client represents and warrants that Client is solely responsible for the content and rights to use systems and materials provided to Timescapes to perform the Services (“Client Systems and Materials”) and Timescapes’ use of the Client Systems and Materials shall not violate the rights of any third party or any law, rule or regulation. Client specifically acknowledges and agrees that Timescapes has not and is not expected to provide Client with any analysis, interpretation or advice regarding the compliance of any aspect of Client Systems and Materials or programs with any third-party rights or laws, rules, or regulations. Upon request, Client shall provide reasonable proof of compliance with the provisions set forth in this section and Timescapes shall have no obligation to provide Services where Timescapes reasonably believes that Client has not so complied.
c. Disclaimer of Warranties. Except as expressly provided in this Agreement, Timescapes makes no express or implied warranties, and Timescapes expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement or that services will be error-free or bug-free. Timescapes expressly denies any representation or warranty about the accuracy or condition of data or that the services or related systems will operate uninterrupted or error-free. Timescapes does not warrant or guarantee in any way the results from the services.
4. Publicity
Client agrees that it will not identify Timescapes as the provider of the Services to the media or any governmental, regulatory, or other official without prior notice to Timescapes and Timescapes’ prior consent, unless required by legal process, law, rule or regulation, in which case Client shall still notify Timescapes of such requirement. Except for materials already made public, neither party will distribute any news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor use the other party’s name or trademarks (or any variation thereof),without the other party’s prior written consent. Notwithstanding the foregoing, Timescapes may use the Client’s name, logo, and trademarks in a list of customers, or in connection with written sales or promotional materials.
