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Terms & Conditions

  1. Definitions
    In these Terms, the following terms have the following meanings:
    1. Authorised User(s): the named Customer employee(s) who are authorised to access and use the Licensed Products in accordance with these Terms;
    2. CAPA: Centre for Asia Pacific Aviation Pty Ltd, trading as CAPA – Centre for Aviation;
    3. CAPA Group: includes any entity whose ultimate parent company is Informa PLC;
    4. Contract: together, these Terms and the Order Form;
    5. Customer: the entity set out in the Order Form that is purchasing the Licensed Products;
    6. Data Protection Law: all laws related to data protection and privacy that are applicable to any territory where CAPA or Customer processes personal data and/or where CAPA or Customer is established;
    7. Fees: the fees payable by Customer for the Licensed Products set out in the Order Form;
    8. Force Majeure Event: any event or circumstance arising that is not within CAPA’s reasonable control (including, without limitation, governmental regulations or action, imposition of sanctions, embargo, military action, acts of terrorism or war, civil commotion or riot, epidemic, pandemic, fire, acts of God, flood, drought, earthquake, natural disaster, royal demise, third party contractor/supplier failure, industrial dispute, interruption/failure of utility service or nuclear, chemical or biological contamination);
    9. Intellectual Property Rights: trademarks, trading names, domain names, logos, rights in design, copyrights, database rights, moral rights, goodwill, rights of confidence, know-how and trade secrets and all other intellectual property rights or analogous rights, whether registered or unregistered, that subsist now or in the future anywhere in the world;
    10. Licensed Products: the data products and information services described in the Order Form;
    11. Order Form: the order form to which these Terms are attached and/or incorporated into by reference setting out the details of the Licensed Products;
    12. Permitted Use: access to the Licensed Products by the Authorised User(s);
    13. Reportable Breach: any breach of security leading to the accidental, unauthorised or unlawful processing of, destruction of, loss of, corruption of, alteration to or access to personal data
    14. Terms: these terms and conditions.
  2. License Grant
    1. CAPA grants to Customer a non-exclusive, non-transferable license to use the Licensed Product(s) described in the Order Form solely for the Permitted Use. Customer will not acquire any ownership rights or Intellectual Property Rights in the Licensed Product(s) by virtue of this Contract.
    2. Unless specifically authorised in the Order Form, Customer may not share access to the Licensed Product(s) with any other person, either internally or externally. For the avoidance of doubt, Customer’s License does not extend to any of the Customer’s affiliates.
    3. During the Term, information made available through the Licensed Products may be displayed, reformatted and used by the Authorised Users for the Customer’s organization only for research and related work in the ordinary course of the Customer's business; provided, however, that, unless otherwise expressly indicated below, the Licensed Products may not be used for any machine learning or artificial intelligence development purposes which results, whether directly or indirectly, in the creation or development of an automated device, program, tool, algorithm, process, methodology, product and/or other output that could be used to replace or substitute or is similar to the Licensed Products in whole or in part (whether or not the foregoing are externally commercialized).
    4. Except as may be permitted by this Contract, Customer shall not: (i) copy, edit, modify, adapt, translate, port, reproduce, distribute, transfer, sell, sublicense, assign or otherwise make available any Licensed Product or any part thereof, (ii) prepare any derivative materials, host services or distributions to third parties based on the Licensed Products or any part thereof, (iii) reverse engineer, disassemble or decompile the Licensed Products or any part thereof, or attempt to discover or disclose the source code thereof, or (iv) authorise or permit any person or entity to do any of the foregoing.
  3. Access Limitation and Audit Rights
    1. Access to the Licensed Products is only available to employees of the Customer entitled to access the Licensed Products as Authorised Users. Unless expressly authorised in the Order Form, Licensed Products received, accessed or used by the Customer may not be distributed or shared by the Authorised Users, either internally or externally (including, without limitation, on any intranet or internet sites of Customer), without the prior written consent from CAPA.
    2. Customer will comply with all laws and regulations applicable to its access to and use of the Licensed Products.
    3. CAPA may monitor Customer’s use of the Licensed Products to ensure compliance with this Contract. On not more than two (2) occasions in any twelve (12) month period, or such further occasions as may be required by applicable laws, an don reasonable notice during normal business hours, CAPA or its authorised party can inspect the locations at, or computer systems on which, Licensed Products are accessed, used, stored or transmitted, and records relevant to Customer’s performance of its obligations under this Contract. CAPA will limit any inspection to the extent reasonably necessary to confirm compliance with the terms of this Contract.
    4. In the event that CAPA determines that the Customer has exceeded the Permitted Use of the Licensed Products or used the Licensed Products in any manner inconsistent with these Terms, Customer shall pay CAPA for such excess usage at the rates set by CAPA for such use and, at CAPA’s option, immediately cease any further use of the Licensed Products beyond the Permitted Use and reimburse CAPA for the reasonable costs incurred in any audit conducted pursuant to clause 3.3.
  4. Intellectual Property
    1. The contents of the Licensed Products are protected by international copyright laws, database rights and other intellectual property rights. The owner of these rights is CAPA, its affiliates and other third-party licensors.
    2. Where Customer is expressly permitted by this Contract to reproduce a Licensed Product or any part thereof, it shall identify CAPA as the source of the information. All names, images and logos identifying CAPA, its affiliates and other third-party licensors contained within the Licensed Products are the proprietary rights of their respective owners, including CAPA. All of our rights which are not specifically granted to you by these Terms are reserved to us.
    3. The copyright and other intellectual property rights in some of the materials appearing on or in any Licensed Product may belong to a third party. It is Customer’s responsibility to obtain any licenses or permissions that may be required to use such material and Customer agrees to pay any fees, costs or expenses incurred by CAPA which arise as a result of Customer’s failure to obtain any such licenses or permissions.
  5. Fees
    1. Customer shall pay the Fees in cleared funds in accordance with the payment terms stated in the Order Form. All invoices issued by CAPA for the Fees shall be paid in full within thirty (30) days of the invoice date. CAPA shall have no liability whatsoever if Customer pays the Fees (or any portion thereof) into any bank account other than the bank account specifically designated by CAPA to Customer for payment. In particular, CAPA shall not be liable for any loss, damage, cost, claim or expense suffered or incurred by Customer arising out of or in connection with third party fraud, including, without limitation, false change of bank account communications, identity theft and other scams. Payment of the Fees into CAPA’s designated bank account only shall satisfy Customer’s payment obligations under this Contract. To the extent that Customer receives any communication notifying Customer of a change in CAPA’s designated bank account, CAPA is required to verify the authenticity of the same directly with CAPA.
    2. Without prejudice to any other right or remedy it may have, if CAPA does not receive the Fees into CAPA’s designated bank account in cleared funds by the due date for payment, CAPA shall be entitled to: (i) suspend or terminate access to the Licensed Products, (ii) accelerate payment for future instalments and renewals, and/or (iii) charge interest on such overdue sum from the due date of payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank Australia Ltd, accruing on a daily basis and being compounded quarterly until payment of the overdue sum is made, whether before or after judgement. Where CAPA takes any such action, Customer shall not be entitled to a refund of any portion of the Fees it has already paid in respect of the Licensed Products and the Fees shall remain due and payable in full.
    3. It is the intent of the parties that CAPA shall receive the Fees in full and that any: (i) banking and other transfer of payment charges, and (ii) applicable VAT, GST, sales and/or service taxes shall be paid solely by Customer (in addition to the Fees). If and to the extent that any withholding taxes are payable in connection with the whole or any portion of the Fees, Customer shall pay such withholding taxes directly to the relevant tax authority and furnish CAPA with a valid certificate evidencing payment. To the extent that a valid certificate is not provided, or to the extent that CAPA is unable to recover the withholding taxes, the amount of the Fees shall be increased by an amount necessary to compensate for the withholding taxes (including, without limitation, any amount necessary to “gross up” for withholding taxes levied on the increase itself).
    4. Except as expressly provided in this Contract, all Fees are non-refundable.
  6. Use of the Licensed Products
    1. Access and security. Each Authorised User will be issued with a username and password (login) for the sole use of the Authorised User. Each username is unique to the Authorised User and may not be shared or transferred with any third party. Each username must be a corporate email address belonging to the Authorised User; generic email address names (such as sales@, info@, etc) will not be accepted. Customer is solely responsible for the security of any passwords issued by CAPA for accessing the Licensed Products. CAPA may cancel or suspend such passwords in the event of a breach of this Contract including, without limitation, if CAPA reasonably believes a login is being used by more than one person or by anyone other than the Authorised User. Customer must notify CAPA immediately of any unauthorised use of any usernames or passwords, or any other breach of security regarding access to the Licensed Products, that comes to Customer’s attention.
    2. New Products, Changes and Discontinuation. CAPA databases and other products are constantly being updated, potentially resulting in changes to the nature of the Licensed Products delivered (including, where required, as a consequence of any applicable laws or regulations). CAPA may replace, update, amend, suspend or discontinue any Licensed Products from time to time without notice. If a Licensed Product is discontinued, CAPA may in its sole discretion either (i) provide Customer with an alternate CAOA product, or (ii) refund a pro rata portion of the Fees due to the discontinuation of the relevant Licensed Product (which pro rata refund is CAPA’s sole liability due to such discontinuation).
    3. Availability. CAPA cannot guarantee that your access to the Licensed Products via any login will operate continuously or without interruption and CAPA does not accept any liability of its temporary unavailability. CAPA will use all reasonable endeavours to ensure that all Licensed Products are available to Customer and its Authorised Users during the Term, except for any downtime for scheduled or emergency maintenance which shall be kept to a minimum.
    4. Malware. CAPA does not guarantee that any Licensed Products will be free from infections, viruses, malware and/or other code that has contaminating or destructive properties. Customer is responsible for implementing sufficient procedures, security measures and virus checks to satisfy its particular requirements for its access to and use of the Licensed Products. Customer shall not knowingly transmit, send or upload any data in connection with its access and use of the Licensed Products that contains viruses, trojan horses, worms or any other harmful programs or similar computer code.
    5. Compliance. Customer shall comply with all applicable laws, rules and regulations and these Terms in connection with its use of the Licensed Products (including, without limitation, all laws relating to anti-bribery, anti-corruption, trade sanctions and modern slavery).
  7. Data protection
    1. Each party acknowledges and agrees that it is responsible for its own processing of personal data in connection with this Contract (and, where applicable, the parties agree that each party acts as a data controller for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679)). Each party shall: (i) only process personal data in compliance with, and shall not cause itself and/or the other party to be in breach of, Data Protection Law, and (ii) act reasonably in providing such information and assistance as the other party may reasonably request to enable the other party to comply with its obligations under Data Protection Law. If either party becomes aware of a Reportable Breach relating to the processing of personal data in connection with this Contract, it shall: (i) provide the other party with reasonable details of such Reportable Breach without undue delay, and (ii) act reasonably in co-operating with the other party in respect of any communications and/or notifications to be issued to any data subjects and/or supervisory authorities in respect of the Reportable Breach. If either party receives any communication from any supervisory authority relating to the processing of personal data in connection with this Contract, it shall: (i) provide the other party with reasonable details of such communication, and (ii) act reasonably in co-operating with the other party in respect of any response to the same. CAPA collects, uses and protects personal data in accordance with its privacy policy, which can be found here: www.informa.com/privacy-policy/.
  8. Term and Termination
    1. This Contract is in force for the period specified in the Order Form (‘Initial Period’) unless earlier terminated as provided in this Contract. This Contract will automatically renew for successive periods of twelve (12) months (each a ‘Renewal Period’) unless either party provides written notice to the other party of its intention not to renew at least sixty (60) days prior to the expiry of the Initial Period or a Renewal Period.
    2. CAPA will issue a renewal notice and invoice ninety (90) days before the commencement of each Renewal Period which will notify you of the amount of the renewal Fees payable in respect of the Licensed Products. Save in respect of the Fees, a renewal will be on the same terms and conditions contained in this Contract.
    3. CAPA may terminate this Contract without liability immediately at any time by written notice to Customer if Customer: (i) is in breach of any of its obligations under this Contract and either the breach is irremediable or Customer has not remedied the breach (if the same is capable of remedy) within fourteen (14) days of receiving written notice of the breach, (ii) goes into liquidation, is declared insolvent, has an administrator appointed (or an application is made for the same), ceases to carry on business or suffers any analogous event in any jurisdiction. Without prejudice to any other right or remedy it may have, in the event that CAPA terminates this Contract pursuant to this clause 8.3, CAPA shall not be required to refund any Fees received from Customer and CAPA shall be entitled to submit an invoice in respect of any unpaid Fees which shall become immediately due and payable.
    4. CAPA may terminate this Contract without liability immediately at any time by written notice to Customer if CAPA is required by any law or instructed by any financial institution to cease trading with certain individuals/entities and/or in certain geographical locations. In the event that CAPA terminates this Contract pursuant to this clause 8.4, any portion of the Fees already paid shall be refunded (where legally permissible) and Customer shall be released from paying any further portion of the Fees. Customer acknowledges and agrees that the refund of Fees paid is Customer’s sole remedy in the event of termination by CAPA under this clause 8.4 and all other liability of CAPA is hereby expressly excluded.
    5. Customer and all Authorised Users shall immediately on expiry or termination of this Contract, cease all further use of the Licensed Products, shall destroy all hard copies made of any Licensed Product and permanently delete the Licensed Products from its information technology systems; provided that one (1) backup copy of any Licensed Product(s) may be retained to the extent strictly necessary to comply with any applicable laws or regulations having jurisdiction over Customer.
    6. Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
  9. Warranties and Disclaimers
    1. CAPA does not make any warranty as to the accuracy or completeness of the information made available in the Licensed Products, including any opinions expressed by any writers of content within the Licensed Products. Under no circumstances shall CAPA be liable to Customer for any adverse consequences resulting from (i) the inaccuracy or incompleteness of the content of the Licensed Products, (ii) the benefit or outcome (commercial or otherwise) that Customer may achieve as a result of purchasing any element of the Licensed Products, or (iii) any trading, investment, commercial or other decisions based on or made in reliance on the content of any Licensed Product. Except as expressly set out in these Terms, to the fullest extent permitted by law, CAPA excludes all express or implied terms, conditions, warranties, representations and undertakings with regards to the Licensed Products.
    2. A link to any website contained in any Licensed Product does not mean that we endorse or accept any responsibility for the content, or the use of, such a website and we shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or in reliance on any content, goods or services available on or through any website or resource.
    3. Certain Licensed Products may include the opportunity to enter into an agreement with a third party for further products or services. CAPA shall not be liable in any way whatsoever for any such agreements Customer may enter into under any independent contract Customer may enter into with such third party.
  10. Indemnification
    1. Subject to clause 10.5, CAPA shall not be liable for any indirect, consequential, special, incidental or punitive loss or damage, loss of actual or anticipated profits or income, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data or any other type of economic loss or damage, whether caused by negligence, intentional act, accident, act of God or otherwise, and (iii) CAPA’s (and any member of the CAPA Group’s) maximum aggregate liability to Customer under this Contract, howsoever arising, shall be limited to the total amount of the Fees paid by Customer.
    2. CAPA agrees to indemnify Customer against all claims, causes of action, judgments, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim that the Customer’s use of the Licensed Product(s) in accordance with the Permitted Use infringes any third party’s intellectual property rights.
    3. Customer shall indemnify CAPA against any loss, damage, cost, claim or expense suffered or incurred by CAPA and/or any member of the CAPA Group arising out of or in connection with any third party claim relating to Customer’s use of the Licensed Products in breach of the Permitted Use, these Terms or applicable law.
    1. CAPA shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. For the avoidance of doubt, nothing in this clause 10.4 shall excuse Customer from the payment of the Fees under this Contract.
    2. Nothing in these Terms shall exclude or limit any liability which cannot be excluded or limited by law.
    3. Customer acknowledges and agrees that, in light of the Fees, the provisions of this Clause 10 are no more than is reasonable to protect CAPA as the provider of the Licensed Products.
  11. General
    1. Nothing in this Contract shall create a partnership, joint venture or agency relationship between the parties.
    2. If and to the extent that there is any conflict between these Terms and the Order Form, the terms of the Order Form shall prevail.
    3. Each party acknowledges and agrees that this Contract constitutes the entire agreement between the parties in relation to the Licensed Products and that it supersedes any and all prior oral or written understandings, communications or agreements with respect to the subject matter hereof. No other terms, whether contained in an acknowledgement, confirmation, invoice, purchase order or other document given by Customer (each, a ‘Purchase Order’) shall modify or supersede any term of this Contract or be binding on CAPA, and CAPA expressly rejects all such other terms. The use of a Purchase Order is for convenience only to facilitate payment by Customer and will have no effect with respect to this Contract.
    4. Customer may not assign any of its rights or obligations under this Contract without the prior written consent of CAPA. CAPA shall be entitled, without Customer’s consent, to assign any and all of its rights under this Contract (i) to any member of the CAPA Group, (ii) in connection with a merger or consolidation involving CAPA or a sale of all or substantially all of its assets.
    5. No failure by either party in exercising any right or remedy shall operate as a waiver of the same. No waiver by either party of any breach by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision of this Contract. The rights and remedies under this Contract are cumulative and are not exclusive of any rights or remedies provided by law.
    6. If any provision of this Contract is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause 11.6 shall not affect the validity and enforceability of the rest of this Contract.
    7. Unless it is expressly stated otherwise, this Contract does not give rise to any rights for a third party to enforce any term of this Contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any other person.
    8. Any amendment of or waiver relating to this Contract must be in writing and signed by the parties.
    9. CAPA reserves the right to set off any indebtedness of Customer to CAPA against any indebtedness of CAPA to Customer, regardless of whether any such indebtedness arises pursuant to this Contract or otherwise.
    10. Any notice or other communication given to a party under or in connection with this Contract shall be in writing (which includes, without limitation, e-mail).
  12. Governing law and jurisdiction
    1. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of New South Wales and the parties irrevocably submit to the exclusive jurisdiction of the New South Wales courts for all disputes relating to or in connection with this Contract.

CAPA - Centre for Aviation
ABN 900-6010-4556
Level 4
24 York Street
Sydney, NSW 2001 Australia