If You do not agree to be bound by these Terms, You must not use the Management Suite.
If You are agreeing to these Terms for use of the Management Suite by an organisation, You’re agreeing to these Terms on behalf of that organisation. You warrant that You have the authority to bind that organisation to these Terms, otherwise You must not register for the Management Suite.
3.1 Grant of licence
(a) Subject to these Terms, Frontier grants You a limited, non-exclusive, non-transferrable, non-assignable, revocable, licence to download, install, access and use the Management Suite as intended under these Terms (Licence).
(b) Without limiting these Terms, You acknowledge that the Licence may be subject to certain additional restrictions and conditions as agreed to in writing by Frontier and You from time to time (Additional Licence Conditions).
(c) Your Licence commences on the date You accept and agree to be bound by these Terms.
(d) You acknowledge that Frontier may update the Management Suite from time to time (this may occur automatically).
Frontier may provide a user manual or other explanatory information relating to the use of the Management Suite in either printed or electronic form (Documentation). You may copy any Documentation on the basis that the copies are used solely in connection with Your use of the Management Suite and not for any other purpose including, without limitation, for distribution to any third party.
4. Support, maintenance and enhancements
4.1 No obligation to provide
Except as provided in these Terms or as otherwise agreed in writing between Frontier and You, Frontier will have no obligation to provide any support or maintenance services, or updates, upgrades or new releases, with respect to the Management Suite (each an Enhancement). If Frontier does offer any such services or Enhancements, as a condition of doing so, Frontier may require You to execute an additional services agreement with Frontier (Services Agreement). You will not have any rights to receive any such services or Enhancements unless and until You execute such a Services Agreement.
4.2 Internet and Enhancements
You acknowledge and accept that the Management Suite may incorporate code which automatically checks for Enhancements using Your internet connection.
5. Restrictions on use
Your access to the Management Suite may be conditional upon You completing an application and registration process as set out on Frontier’s website, on the Management Suite, or otherwise communicated by Frontier to You.
5.2 Limited access
(a) You must limit access to the Management Suite solely to You, Your employees, agents and contractors (if applicable) who have a need to use the Management Suite for the purposes permitted under these Terms and, where applicable, any Services Agreement (Authorised Users).
(b) You must ensure Authorised Users who access the Management Suite are made aware of and agree to these Terms.
(c) You are liable for all acts or omissions of Authorised Users as if they were Your acts or omissions.
5.3 No tampering with notices
You must not, nor permit others to, remove any copyright notices, titles, trademarks, logos, trademark notices and any other proprietary marks on, or that are part of, the Management Suite.
5.4 No copies or transfer
Except as provided in these Terms or as expressly permitted under applicable laws, You must not, nor permit others to, make copies of the Management Suite or any of the Frontier Services.
5.5 No reverse engineering
You must not, nor permit others to, decompile, disassemble, reverse assemble, reverse compile, reverse engineer or translate the Management Suite or any source or object code of any software component of the Management Suite or in any manner attempt to derive the source or object code of the Management Suite, except to the extent expressly permitted under applicable laws.
5.6 Notice of copying or reverse engineering
To the extent that any applicable law, Court order or regulatory body permits or requires any of the acts referred to in clauses 5.4 or 5.5, You agree to provide not less than seven days written notice to Frontier of Your intention to engage in any such acts.
5.7 No modification or enhancement
You acknowledge and agree that:
(a) You may only alter, merge, modify, adapt, enhance or translate the Management Suite solely to the extent that Frontier has expressly agreed to in writing; and
(b) You must not, nor permit others to, modify, extract or view any source or object code of the Management Suite without Frontier’s prior written consent.
5.8 No sub-licence
Except as provided in these Terms, You may not, nor permit others to, lend, sell, rent, lease, sub-licence, commercialise, publish or otherwise create any interest in the Management Suite that is not expressly permitted by these Terms.
5.9 Inappropriate uses
You must not, nor permit others to, use or attempt to use the Management Suite in any manner that is unlawful or that Frontier otherwise considers is inappropriate.
5.10 Compliance with laws
Your use of the Management Suite (including by any of Your Authorised Users) must be in compliance with all applicable laws and You must not use, or allow any other person to use, the Management Suite for any illegal purpose. You are responsible for ensuring that You and Your Authorised Users comply with these requirements.
5.11 Additional conditions applicable to Management Suite
(a) Without limiting these Terms, You acknowledge and agree that Frontier may, from time to time, specify certain additional terms and conditions that apply with respect to the Management Suite and/or the Frontier Services (Product Specifications).
(b) The Product Specifications will be set on Frontier’s website, accessible at: or will otherwise be notified to You by Frontier.
(c) You agree that Your access and/or use of any Management Suite and the Frontier Services will comply with all applicable Product Specifications.
5.12 All rights reserved
All rights not expressly granted in either these Terms, the Services Agreement (if any) or the Additional Licence Conditions (if any) are reserved by Frontier.
(a) Your access to and use of the Management Suite and the Frontier Services (or certain features of the Management Suite or the Frontier Services) may be subject to You to paying certain fees to Frontier, as set out on the Frontier website at www.frontiermicroscopy.com/fees or otherwise notified by Frontier to You (Fees). You acknowledge that the continued availability of any part or feature of the Management Suite or the Frontier Services may be conditional upon continued payment of such Fees.
(b) Frontier may change the Fees from time to time. Frontier will communicate any change in such Fees to You in advance (including by updating the Frontier website at www.frontiermicroscopy.com/fees) and, if applicable, how to accept those changes. It is Your responsibility to make sure You read any such notification of any Fee changes carefully.
(c) By continuing to access or use the Management Suite or the Frontier Services after a Fee change takes effect, You are taken to have accepted, and agree to be bound by, the new Fees. If You do not agree with any Fee change, You must cease accessing or using any feature(s) of the Management Suite or Frontier Services to which the Fee change applies prior to such Fee change going into effect.
(d) If You make any payments for Fees with a credit or charge card or an online payment account, You warrant that You are the cardholder or account holder and that the billing information provided is accurate, and You authorise Frontier to charge the designated credit or charge card or online payment account for the total amount of the Fees, plus any applicable GST.
(e) If You register for an ongoing subscription, You authorise Frontier to charge Your credit card on a reoccurring basis depending on the applicable subscription period.
(f) All payments made in connection with the Management Suite and the Frontier Services are in Australian dollars and are non-refundable.
(a) Frontier will invoice any applicable Fees on a monthly basis in advance (or such other basis as set out on the Frontier website at www.frontiermicroscopy.com/fees) and the such invoices must be paid within 14 days from the date of the invoice, unless specified otherwise in the invoice.
6.3 Trials and discounts
(a) From time to time, Frontier may offer trials or discounts with respect to the certain features of the Management Suite or the Frontier Services for a specified period without requiring payment or otherwise requiring payment at a reduced rate (Trial).
(b) Frontier reserves the right, in its absolute discretion, to determine Your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the maximum extent permitted by law.
6.4 Other payments
(a) Where applicable, You agree to pay for all GST (as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and other similar taxes imposed in any jurisdiction in connection with the supply of the Management Suite and the Frontier Services to You.
(b) You are responsible for all networks, systems, internet services, telecommunications and any other facilities (including any associated fees and charges) used or required by You for Your access to, or use of, the Management Suite.
7. Communicating with You
7.1 Provision of information
Frontier may send You information or notices regarding the Management Suite, Your use of the Management Suite or these Terms at any time.
7.2 Manner of provision
Frontier may provide such information or notices to You:
(a) by email, or by a link to a website that will be identified in an email notice, sent to an email address that You have provided to Frontier;
(b) by using functions incorporated into the Management Suite; or
(c) by writing to You at Your address provided to Frontier for this purpose.
By accepting these Terms, You acknowledge and accept these forms of information delivery.
7.3 Your notices to Frontier
Any notices You give to Frontier under these Terms must be in writing by email to firstname.lastname@example.org and will be deemed to have been given on transmission.
8. Intellectual Property Rights
8.1 Frontier’s Intellectual Property Rights
(a) The Management Suite and the Frontier Services (including all Intellectual Property Rights in and to the Management Suite and the Frontier Services) are owned by, and remain with, Frontier (or third party licensors as the case may be).
(b) Other than the limited Licence under clause 3.1, You do not have any rights or licence to use the Management Suite (or any part of the Management Suite), nor to copy, reproduce or provide to any third party any such Management Suite in any medium or manner without Frontier’s prior written consent.
(c) All Intellectual Property Rights in any modifications, developments, enhancements or improvements to the Management Suite or the Frontier Services executed or conducted by You or on Your behalf (whether or not authorised by Frontier) (New Intellectual Property) will immediately vest in Frontier and You assign to Frontier any and all Intellectual Property Rights You may have or acquire in such New Intellectual Property.
(d) You must not create or permit to exist any encumbrance over the Management Suite or the Frontier Services without Frontier’s prior written consent.
(e) This clause 8.1 survives termination or expiry of these Terms for any reason.
8.2 Valuable information
You acknowledge that the Management Suite contains valuable confidential and proprietary information of Frontier and, where applicable, its licensors. You agree that any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Management Suite, or any actual or threatened breach of these Terms, shall cause Frontier immediate, irreparable harm for which monetary damages alone would be an inadequate remedy and that, to the extent permitted by law, Frontier is entitled to seek any alternate relief (including, without limitation, injunctive or equitable relief) in relation to any such actual or threatened breach.
8.3 New products
You acknowledge that:
(a) Frontier may develop and market new or different software applications, enhancements, modifications or adaptations that use or contain portions of the Management Suite or source code of the Management Suite and that may have some or all of the functionality of the Management Suite; and
(b) nothing in these Terms or otherwise automatically affords You any rights in relation to those applications or adaptations.
8.4 Your intellectual property rights
Frontier does not claim ownership of Your Data and You will continue to own any and all Intellectual Property Rights in such information.
(b) Frontier will keep Your Data confidential and will use reasonable endeavours to prevent data loss with respect to Your Data, however Frontier does not make any guarantee that such data loss will not occur.
(c) You agree to grant Frontier a non-exclusive, worldwide, royalty-free licence to use Your Data to the extent required by Frontier to provide You with the Management Suite, and to perform the Frontier Services and any other services Frontier has agreed to provide You with respect to the Management Suite, these Terms or any Services Agreement.
8.5 Aggregated Data
Frontier may de-identify the results, reports, data, trends and other information generated from Your use of the Management Suite (which may or may not include Your Data) by removing any and all personal identifiers and removing or altering other information that may allow personal identification (Aggregated Data). To the extent that Aggregated Data is owned by You, You grant Frontier an irrevocable, non-exclusive, perpetual, worldwide, royalty-free licence (with the ability to sub-licence) to use the Aggregated Data for such purposes as Frontier sees fit. This licence survives termination or expiry of these Terms for any reason.
8.6 Meaning of Intellectual Property Rights
For the purposes of these Terms, “Intellectual Property Rights” includes any and all registered or unregistered rights in (including rights to apply for registration, renewal or extension of) any copyrights, patents, inventions, discoveries, trade secrets, processes, methodologies, know-how, specifications, computer programs or software, source or object codes, trademarks, logos, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.
9. Confidential Information
The parties will not disclose any information provided by the other party (Disclosing Party) regarding the Disclosing Party’s business that is confidential to any person, unless:
(a) the Disclosing Party consents to the disclosure;
(b) that information is Aggregated Data for the purpose of clause 8.5; or
(c) that information comes into the public domain or the party is required to disclose it by law,
and provided always that Frontier may disclose such information to its employees, contractors or agents for the purposes of performing Frontier’s obligations under these Terms and any Services Agreement.
10. Third party software
10.1 Third Party Programs
The Management Suite and certain Frontier Services may, from time to time, contain or be accompanied by other programs, including, without limitation, open source programs, which are the property of third parties (Third Party Programs). Any terms for the use of Third Party Programs will be provided with or accessible through the Management Suite or the Third Party Program.
10.2 Deemed acceptance
By using the Management Suite, You are taken to have accepted the terms for use of such Third Party Programs.
10.3 Accessing external websites or third party material
The Management Suite or certain Frontier Services may contain links to, or frame, or enable You to access, external websites or third party material that is not under the control of Frontier. Links to or framing of external sites or third party material should not be construed as any endorsement, approval, recommendation or preference by Frontier of the owners or operators of the external sites or material, or for any information, products or services referred to on the external sites or material unless expressly indicated by Frontier. Frontier has no control over and assumes no responsibility for external sites or materials nor the content, privacy policies or practices of any external site or owners of any third party material. Frontier makes no warranties and accepts no liability in relation to material contained on external sites or Your use of any external websites or third party material. You are subject to the policies of those external sites or third parties where applicable. By using the Management Suite You release Frontier from any and all liability arising from Your use of any external website or third party material accessed from Your use of the Management Suite or the Frontier Services.
10.4 Third party components
If You install or use any third party component, on or in conjunction with the Management Suite or the Frontier Services, You are solely responsible for Your use of those third party products.
11. Reliance on the Management Suite and the Frontier Services
(a) You acknowledge that there are many factors beyond Frontier’s control that may affect the performance or compatibility of the Management Suite with certain software or hardware.
(b) While Frontier uses reasonable endeavours to ensure that the information and data generated through Your use of the Management Suite is accurate and current, Frontier does not make any promise or guarantee that such data or information is accurate or current. It is Your responsibility to ensure that any services, data or information available through or generated from Your use of the Management Suite or the Frontier Services (including with respect to any results or reports generated by the Management Suite) meet Your specific requirements, and You agree that all reliance on such services, information and data is at Your own risk.
(c) You agree that:
(1) all of Your Data that You upload or otherwise provide in using the Management Suite or the Frontier Services is accurate, complete and up to date; and
(2) Frontier is not responsible for any consequences if Your Data is inaccurate, incomplete or is not current.
12. No warranty
Frontier will provide the Management Suite and the Frontier Services with reasonable skill and care, but otherwise:
(a) the Management Suite and the Frontier Services are provided “as is” and “as available”;
(b) Frontier excludes, to the maximum extent permitted by law, all warranties, conditions claims and representations with respect to the Management Suite and the Frontier Services; and
(c) Frontier does not warrant:
(1) against interference with Your enjoyment of the Management Suite or the Frontier Services;
(2) that the functions contained in or services performed or provided with respect to the Management Suite or the Frontier Services will meet Your requirements or will be fit for a particular purpose;
(3) that the operation of the Management Suite or any of the Frontier Services will be uninterrupted or error free; or
(4) that any defects in the Management Suite or the Frontier Services will be detected or corrected.
13. Customer warranties
You represent and warrant to Frontier that:
(a) You have the full power and authority to enter into and perform these Terms and that such ability is not limited or restricted by any written agreement to which You are a party or by any law, statute or regulation to which You are subject;
(b) no information or materials that You have provided to Frontier are false or misleading;
(c) any information or materials provided by You to Frontier do not use or include any confidential or proprietary information or trade secrets of any third party unless You have obtained sufficient licence or other written authorisation to use and disclose such information and materials;
(d) You have completed and received all authorisations approvals and appropriations necessary for You to perform Your obligations under these Terms;
(e) You will comply with these Terms at all times; and
(f) You will comply with all laws, statutes and regulations in using the Management Suite.
14. Exclusions and limitations of liability
14.1 Exclusion of liability
To the maximum extent permitted by law, Frontier excludes all liability (whether in contract, tort or otherwise) to You for any loss, costs, claims or damage of any kind (including, without limitation, resulting from any loss of income, loss of profits, loss of goodwill, loss of contract, loss of business, loss of reputation, loss of use, partial or total loss or corruption of data, any form of business interruption, increased cost of working, loss suffered as a result of claims by any third party or any other special, consequential, indirect or incidental damages) arising out of or in connection with the Management Suite or the Frontier Services, any support or maintenance services (including with respect to any Services Agreement), or otherwise in connection with these Terms, however caused, even if Frontier or its officers, employees, agents or contractors knew of the possibility of such loss, costs, claims or damage or it was otherwise foreseeable.
14.2 Limitation of liability
If any exclusion or limitation of any liability or warranty contained in these Terms, is ineffective, or if a condition, warranty or term is implied in relation to the Management Suite, the Frontier Services, any support or maintenance services (including with respect to any Services Agreement), or otherwise in connection with these Terms, to the maximum extent permitted by law, the liability of Frontier will be limited, at Frontier’s election, to:
(a) in relation to goods, the resupply of the goods, the repair of the goods or the payment of the cost of having the goods repaired; or
(b) in relation to services, the resupply of the services or the payment of the cost of having the services resupplied.
14.3 Total liability
Notwithstanding any other provision of these terms, to the maximum extent permitted by law, in no event shall the liability of Frontier, its licensors or authorised distributors or resellers exceed the Fees You have paid to Frontier in the preceding 12 months.
You agree to indemnify, defend and hold harmless Frontier, its officers, directors, agents, employees, and representatives from and against any and all losses, expenses, third party claims, demands, defence costs, actions or liability of any kind or nature arising out of or in connection with Your or any of Your Authorised Users’:
(a) breach of any obligations under these Terms or any Services Agreement or Additional Licence Conditions;
(b) use of the Management Suite or the Frontier Services; or
(c) any claim that Your (or Your Authorised User’s) use of the Management Suite or the Frontier Services infringes the Intellectual Property Rights of any third party,
except to the extent that any such claim arises out of the gross negligence or wilful misconduct of Frontier or its officers, directors agents or employees.
(a) Without prejudice to any other rights Frontier may have at law, either You or Frontier (Terminating Party) may terminate the agreement comprising these Terms immediately by notice in writing if:
(1) the other party is in breach of any term of the Terms and such breach is not remedied within 14 days of the other party receiving written notice setting out the breach from the Terminating Party;
(2) the other party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or
(3) the other party ceases or threatens to cease conducting its business in the normal manner.
(b) Upon termination or expiry of these Terms for any reason, Frontier may:
(1) repossess or delete any of Frontier’s property in Your (or Your Authorised User’s) possession, custody or control;
(2) charge a reasonable sum for Frontier Services performed or delivered in respect of which no sum has been previously charged; and
(3) pursue any additional or alternative remedies provided by law.
(c) Upon termination or expiry of these Terms for any reason, any licence granted to You to use the Management Suite (including the Intellectual Property Rights in and to the Management Suite) under these Terms ceases and You must (and must procure that any and all Authorised Users) immediately cease using the Management Suite.
Each provision of these Terms which by its nature is capable of surviving the termination of these Terms, shall continue to have application after termination.
17. Collection of information
(a) You acknowledge and agree that Your use of the Management Suite may allow Frontier and its employees, agents or contractors to collect information from You including, without limitation, information for activation or licence tracking purposes, information relating to Your use of the Management Suite, and technical information about the performance of the Management Suite (Service Information). You agree that Service Information may be automatically uploaded.
(c) You acknowledge that if Frontier is not able to collect some or all of the Service Information, Frontier may be unable to provide You with certain features of the Management Suite or the Frontier Services.
18.1 Inconsistency and priority
If there is any inconsistency between these Terms, the Services Agreement (if any) and/or the Additional Licence Conditions (if any), the provisions prevail to the extent of the inconsistency in the following order of priority:
(a) the Services Agreement (if any);
(b) Additional Licence Conditions (if any); and
(c) these Terms,
except to the extent provided otherwise in the relevant Services Agreement.
18.2 Entire agreement
These Terms (together with any Services Agreement and any Additional Licence Conditions) constitute the entire understanding between the parties as to their subject matter and supersede all prior agreements, understandings and communications, whether written or oral, in relation to their subject matter.
If any provision of these Terms is illegal or unenforceable in any relevant jurisdiction, it will be enforced to the maximum extent possible, and if unenforceable may be severed for the purposes of that jurisdiction, without affecting the enforceability of any other part of these Terms.
All waivers must be in writing. A single or partial exercise or waiver by a party of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
(a) You may not assign Your rights and/or obligations under these Terms to any third party without Frontier's prior written consent.
(b) Frontier may transfer or assign these Terms, or its rights or obligations under it, to any person without requiring Your consent.
18.6 Rights cumulative
Except as expressly stated otherwise in this document, the rights of Frontier under these Terms are cumulative and are in addition to any other rights of Frontier.
Frontier is entitled to amend these Terms without Your express agreement. If Frontier elects to amend these Terms, You will be informed at least 14 days before the amendment takes effect. If You do not agree with the amendments, You must:
(a) terminate these Terms immediately by providing Frontier with written notice of such termination;
(b) cease using (and procure Your Authorised Users cease using) the Management Suite; and
(c) either return or destroy (as directed by Frontier) all copies of the Management Suite and Documentation (and any other property owned by Frontier) in Your possession or control.
18.8 Governing law
This Contract is governed by the laws of South Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia.