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Services Terms and Conditions

  1. Effect of Terms

    1. One Stop Warehouse Pty Ltd ACN 161 849 323 and its related bodies corporate (OSW, we, us, and our) is the developer, owner and licensor of the Design and Quote Software providing solar design and quoting services (Design and Quote Software).
    2. These terms and conditions (Terms) are a binding contract between you (you or your) and OSW that sets out the terms of your access and use of the Design and Quote Software.
    3. If you are agreeing to these Terms on behalf of a business entity, you represent to OSW that you hold legal authority to bind that entity.
    4. By accessing or otherwise using the Design and Quote Software, you confirm you have read, understood, and agreed to these Terms together with our OSW Terms and Conditions and Privacy Policy.

  2. Design and Quote Software

    1. Eligibility

      1. To access the Design and Quote Software, you will need to register an Account with OSW by completing an online registration form. Please see the OSW Terms and Conditions which contains the terms that apply to open and maintaining an Account.
      2. Once you have registered for an Account, you will be granted access to the Design and Quote Software in accordance with these Terms (User).
      3. Notwithstanding the above, OSW reserves the right to accept, reject or remove your Account and/or User access if you fail to comply with your obligations under these Terms.

    2. Term

      These Terms will begin on the date that you accept these Terms or otherwise commence using the Design and Quote Software and continue until you:
      1. request deletion of your Account; or
      2. otherwise cease being a User under these Terms (the Term).

    3. Grant of Licence

      In consideration of complying with these Terms, OSW grants you a limited, royalty free, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use the Design and Quote Software for the Term in Australia to the extent necessary to generate Quotes for solar design projects (Licence).

    4. Contents and Outputs

      By utilizing the Design and Quote Software, you may generate reports, drawings, documentation, data files, energy yield estimations, financial forecasts, cost savings, energy consumption savings, and other outputs (the Design Output). You acknowledge and agree that the visualisations of systems and components displayed in the Design Output are indicative only. You assume full responsibility and liability for all conclusions, decisions, and actions taken based on the Design Output as it results from varied parameters provided or selected by you and/or in combination with Third Party Content and OSW does not guarantee that the Design Output will match actual yield, payback, savings or measurements taken at a given site. The Design Output provides estimations and recommendations only and OSW does not guarantee or warrant the accuracy, completeness, or reliability of these estimations and recommendations. The Design Output is intended solely for informational purposes and should not be construed as engineering advice, nor as a substitute for professional judgment and assessment by qualified personnel.

  3. Your obligations

    1. Terms of Use

      1. As a User of the Design and Quote Software, you agree to:
        1. comply with:
          1. these Terms, including the terms of your Licence;
          2. the OSW Terms and Conditions;
          3. our Privacy Policy; and
          4. all applicable laws, regulations and codes of conduct in accessing or using the Design and Quote Software;
        2. provide, and procure from each of your personnel and related parties bound by these Terms, all information required to register and keep your Account up to date (Account Data);
        3. ensure fully informed consent is collected from any person whose personal information is collected, stored, used and disclosed in connection with the Design and Quote Software to create a Quote (Quote Data);
        4. provide us and our related entities (as applicable) with the rights to collect, use and share Account Data, Quote Data and data collected from the use of the Design and Quote Software, as authorised by our Privacy Policy;
        5. permit us to delete or remove any material submitted by you on the Design and Quote Software that we, in our sole discretion, deem inappropriate;
        6. cooperate with us, act reasonably and follow our directions, including our related entities (as applicable) in relation to these Terms and receipt of the Design and Quote Software;
        7. only access the Design and Quote Software in good faith, or its intended purpose, through the Account details supplied to and approved by us;
        8. promptly report any error, defects or malfunctions in connection with your Account, Licence or Design and Quote Software;
        9. keep your computer systems, mobile systems, network and internet connection secure in accordance with good security practices;
        10. without delay, notify OSW if you become aware that Account Data or Quote Data has been compromised, change any applicable passwords and take any security action we direct; and
        11. ensure you comply with any terms, conditions and policies of third party service providers that support the Design and Quote Software, in particular:
          1. Nearmap Australia Pty Ltd, located at https://www.nearmap.com/au;
          3. Twilio Inc. (Sendgrid), located at https://sendgrid.com/en-us.

    2. Restrictions on use

      You must not:
      1. assign or otherwise allow access to your Account, or to any other person or entity, unless expressly authorised under these Terms;
      2. access or use the Design and Quote Software in any way intended to avoid compliance with these Terms;
      3. create internet links to or from the Design and Quote Software, or frame or mirror any content constituting part of the Design and Quote Software other than your own intranets or otherwise for your own internal business purposes;
      4. do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with the delivery of the Design and Quote Software;
      5. copy, alter, modify, decompile, disassemble, reverse engineer, sub-license or alter anything that underpins the Design and Quote Software;
      6. sell, assign, lease, distribute or otherwise commercially exploit or make the Design and Quote Software available to any third party, other than persons covered by these Terms;
      7. build a competitive product or service, or use similar ideas, features, functions or graphics of the Design and Quote Software, except in each case such use for your internal purpose;
      8. load or publish any material that contains viruses, worms, trojans or other programs that have an adverse effect on Design and Quote Software, the Website or the internet; or
      9. transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, defamatory, harassing or threatening.

    3. Acknowledgment

      You acknowledge and agree that:
      1. you use the Design and Quote Software at your own risk, OSW makes no representations in respect of the accuracy, completeness or suitability of information contained in the Design and Quote Software and Quote;
      2. OSW may, at its discretion from time to time, release modifications or updates to the Design and Quote Software which modify or upgrade it without your prior knowledge or consent;
      3. OSW may require scheduled or unscheduled maintenance to be undertaken to the Design and Quote Software;
      4. the Design and Quote Software may contain errors and not all errors or problems can or will be corrected;
      5. it is your sole responsibility to determine if the Design and Quote Software and Quote meets your needs and independently verify any outputs or recommendations generated through its use;
      6. OSW is not responsible for any representations made or warranties given by third parties in relation to the Design and Quote Software or Quote; and
      7. in the event that our reasonable security measures fail to prevent unauthorised third party access to Account Data or Quote Data generally, we are not liable to you.

    4. Network Access

      1. You will access and use the Design and Quote Software via desktop and/or mobile devices.
      2. You are responsible for:
        1. obtaining the necessary network access to use the Design and Quote Software;
        2. providing a backup of Quote Data or any other data as often as is necessary to ensure that it can be recovered following an outage of the Design and Quote Software or Website, acknowledging that OSW is not responsible for performing backups; and
        3. acquiring and updating compatible hardware or devices necessary to access and use Design and Quote Software, and any updates or upgrades with respect to it.
      3. You acknowledge that:
        1. OSW does not guarantee the Design and Quote Software will function on any particular hardware or devices you acquire;
        2. the Design and Quote Software may be subject to malfunctions and delays inherent in the use of internet and electronic communications; and
        3. OSW is not responsible for any issues associated with the connectivity between you and your network server and this does not constitute defects in the Design and Quote Software.

  4. Intellectual Property Rights

    1. Ownership

      1. The Intellectual Property Rights in the Design and Quote Software, including any improvements (excluding Third Party Software, Account Data or Quote Data), is and will remain the property of OSW.
      2. You must use all reasonable means to prevent any infringement of OSW’s Intellectual Property Rights in the Design and Quote Software, and promptly notify OSW in writing of any such infringement brought to your attention.

    2. Account Data and Quote Data

      1. All Intellectual Property Rights in the Account Data and Quote Data remain the property of the creator (either you, your personnel or related parties).
      2. Nothing in these Terms may be construed as providing OSW with any rights to your Intellectual Property Rights in the Account Data or Quote Data.

    3. User Licence

      1. You grant OSW a non-exclusive, non-transferable, royalty-free licence (including a right to grant sub-licences to permitted subcontractors) to use the Account Data and Quote Data for the purpose of OSW performing its obligations under these Terms and, on an anonymised basis, for the purposes of improving or marketing our services.
      2. You must do all things that we reasonably require to perfect our right, title and interest in and to the Intellectual Property Rights in the Design and Quote Software and our related services.
      3. You have no right to have access to the Design and Quote Software in Source Code form other than as expressly provided in these Terms.

  5. Third Party Content

    1. You acknowledge that the Design and Quote Software may incorporate or operate in conjunction with Third Party Content that we may or may not control.
    2. We do not endorse such Third Party Content or services and in no event will we be responsible or liable for any Third Party Content or any other third-party providers of such products or services.
    3. All Intellectual Property Rights in the Third Party Content and, including any improvements to such Intellectual Property Rights, remain vested in the relevant third party provider (as applicable).

  6. Termination

    1. Termination or suspension for cause

      We may at any time terminate or suspend access to your Account and/or the Design and Quote Software immediately by giving written notice to you if:
      1. you commit a material breach of these Terms and (where such breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so;
      2. you repeatedly breach these Terms in such a manner as to reasonably justify OSW concluding that your conduct is inconsistent with you having the intention or ability to give effect to these Terms;
      3. you fail to maintain correct, complete and up to date Account information;
      4. you fail to obtain any consents or permissions necessary with respect to your and our use of your Account Data and Quote Data;
      5. in OSW’s opinion, you or your personnel has conducted suspicious behaviour that may result in any loss or liability to OSW; or
      6. you suffer an Insolvency Event.

    2. Obligations on termination

      On termination of these Terms, you must as soon as reasonably practicable:
      1. cease all further use of the Design and Quote Software and any of the Intellectual Property Rights of OSW licensed pursuant to these Terms, whether in tangible or intangible form; and
      2. comply with all reasonable directions from OSW and our related entities (as applicable).

  7. Limited Warranty

    1. We warrant that we have the authority to enter these Terms and to grant to you the Licence for the Design and Quote Software, as contemplated by these Terms.
    2. If any condition, warranty, guarantee, or other provision is implied or imposed into these Terms (by law or otherwise) and cannot be excluded (Non-Excludable Term), we will limit your remedy for a breach of the Non-Excludable Term to the re-supply of the Design and Quote Software under the Licence.

  8. Liability

    1. Limitation of Liability

      1. This clause sets out the entire financial liability of OSW (including any liability for the acts or omissions of its employees, agents and subcontractors) to each other in respect of:
        1. any breach of these Terms;
        2. any use made of the Design and Quote Software; and
        3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
      2. Except as set out in these Terms, the Design and Quote Software are provided “as is,” and we do not guarantee the functionality or compatibility of the Design and Quote Software, nor a particular result from the use or integration of it.
      3. To the maximum extent permitted by law:
        1. we expressly disclaim any responsibility for the loss or damage, including personal injury or death, resulting from the use of the Design and Quote Software, or any unauthorised access of Account Data or Quote Data;
        2. we make no representations as to the availability or suitability of the Design and Quote Software for Users or third parties;
        3. we will have no liability where your ability to use the Design and Quote Software is affected due to utilities, systems, and/or services used for accessing the Design and Quote Software being unavailable from time to time or not capable of executing service delivery in a manner or timeframe that is immediate;
        4. we make no warranties with respect to the Quote Data created by your use of the Design and Quote Software, and make no endorsements of any third-party involvement in the Quote;
        5. you shall be solely responsible, as against us, for any opinions, recommendations, forecasts or other conclusions made or actions taken by you, any client of yours or any other third party based (wholly or in part) on the results obtained from your use of the Design and Quote Software;
        6. we shall have no liability for any damages, liability or loss arising out of any relationship between you and a third-party via the Design and Quote Software;
        7. we shall have no liability for any delay or failure in performance resulting from causes beyond our reasonable control;
        8. we expressly disclaim all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy, or non-infringement; and
        9. any content and material downloaded or otherwise obtained through the use of the Design and Quote Software is done at your sole risk and you will be solely responsible for any damage to your computer and/or mobile system or loss of data that results from the download of any such product, offering, update, content or material.

    2. Mitigation

      Each party must mitigate any loss it suffers because of a breach of these Terms by the other party, or any warranty or indemnity provided under these Terms.

    3. Maximum liability

      Except where prohibited by law, the total liability for OSW and its related entities arising under or in connection with these Terms is limited to the greater of the total amount payable to us for the Design and Quote Software in the 12 months preceding the date of the claim, and $500.

    4. Consequential loss

      Notwithstanding any other clause, to the extent permitted by law, OSW is not liable to you or any other person, for any liability for consequential or indirect loss, including loss of data (including Account Data or Quote Data), business interruption, loss of profit or revenue, failure of security mechanisms, interruption of business, loss of use of any site, loss in connection with any late performance or delivery, loss of reputation, loss of business or business interruption, loss of opportunity arising out of or in connection with these Terms, or loss in connection with breach of third party contracts or arrangements even if informed of the possibility of such damages in advance.

    5. Australian Consumer Law

      If the Australian Consumer Law applies to the supply of services under these Terms, OSW acknowledges and agrees that its services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the User will apply:

      Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

      • to cancel your service contract with us; and

      • to a refund for the unused portion, or to compensation for its reduced value.

      You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

  9. Warranties and indemnities

    1. As a User, you warrant that:
      1. you will not use the Design and Quote Software in a manner that infringes the rights of any other person or breaches any applicable law or regulation;
      2. you have obtained any consents or permissions necessary with respect to your and our use of your Account Data and Quote Data;
      3. the information provided to OSW is correct, accurate and up to date for you, your business, and the intended use of the Design and Quote Software;
      4. you will review information and, on an ongoing basis, provide OSW with information necessary for it to allow access and use of the Design and Quote Software; and
      5. you will keep your Account Data and Quote Data secure and confidential.
    2. You indemnify us in respect of any loss or damage we incur which arises out of or in connection with:
      1. any breach by you of your obligations under these Terms;
      2. use of any resources obtained through access and use of the Design and Quote Software;
      3. the unauthorised access or use of your Account;
      4. our access or use of any Account Data or Quote Data in accordance with these Terms; or
      5. any claim that your Account Data, its use, storage, reproduction or communication, infringes another person’s rights.

  10. Privacy

    1. Each party must comply with the requirements of Applicable Privacy Laws and the Privacy Policy.
    2. Without prejudice to the generality of clause 10(a), you must ensure that you have all necessary and suitable consents and notices in place to allow a lawful transfer of Account Data and Quote Data to us, our related entities and our service providers (some of which may be located overseas) for the duration and purposes of these Terms so that we may lawfully use, process and transfer the Account Data and Quote Data on your behalf.

  11. Non-disparagement

    You agree that you (and you will ensure your employees, agents and sub-contractors) will not directly or indirectly:
    1. disparage us or any of our employees, agents or sub-contractors;
    2. make any statement or publication, whether oral or in writing (including on any social medial platform or online forum) which will or is likely to bring us, or any of our employees, agents or sub-contractors into disrepute or ridicule; or
    3. make any statement or publication, whether oral or in writing (including on any social medial platform or online forum), which will or is likely to adversely impact our reputation or public perception or that of our employees, agents, or sub-contractors.

  12. General

    1. These Terms constitute the entire agreement and understanding between you and us on the subject matter. Each party acknowledges that they have not relied on any previous negotiations or representations (whether express or implied) except as set out in these Terms. All prior negotiations and representations are excluded to the maximum extent permitted by the law.
    2. Nothing in these Terms shall create, or be deemed to create, a partnership, agency relationship or employment relationship between you and OSW.
    3. Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by it.
    4. We may amend or vary these Terms at any time by publishing an updated version on our Website. If you proceed to use the Licence after the effective date of any updated terms, you agree to be bound by the updated terms.
    5. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing (in our sole discretion).
    6. Each of the clauses in these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
    7. All clauses under these Terms that are either expressly or by implication intended to survive termination will continue to apply following termination.
    8. A right under these Terms may only be waived in writing signed by an authorised representative of the party granting the waiver and is effective only to the extent specifically set out in that waiver.
    9. These Terms are governed by the laws of Queensland, Australia and both parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland.

  13. Defined terms & interpretation

    In these Terms, except where the context otherwise provides:
    1. Account means your online account profile with OSW which sets out your personal details and allows you to upload Quote Data to generate Quotes through the Design and Quote Software.
    2. Account Data means information, records, documents, images or data of any kind entered into the Website by you in registering for an Account.
    3. Applicable Privacy Laws means:
      1. the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, directions, orders, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;
      2. the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act; and
      3. all other laws, regulations, registered privacy codes, privacy policies and contractual terms applied in the jurisdiction where the Design and Quote Software is being licenced that are relevant to the processing of personal information.
    4. Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).
    5. Design and Quote Software means the solar design and quoting services software provided by OSW and identified in your Licence, including any modified, upgraded, updated, or enhanced versions of such software that OSW may provide to you under these Terms, operating from the Website that is accessed and used by you via the internet.
    6. Insolvency Event means any of the following events concerning a party:
      1. if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
      2. if the party is unable to pay its debts when they become due and payable;
      3. if the party ceases to carry on business; or
      4. if any event happens in Australia or any other country or territory in respect of a party that is like any of the listed events referred to in this definition.
    7. Intellectual Property Rights means any current and future intellectual and industrial property rights and interests throughout the world, including any:
      1. patents, copyrights and related rights, utility models, designs, trade marks, service marks, rights in relation to circuit layouts and databases, inventions, discoveries, trade secrets, know how, and improvements;
      2. trade, business, or company name, indication, source or appellation of origin;
      3. applications for, or rights to apply for registration of any of those rights;
      4. rights under licences and consents in relation to any of them; and
      5. any other forms of protection of a similar nature or having equivalent or similar effect to any of them now or in the future,
      6. whether registered or unregistered, for the duration of the rights and interests.
    8. OSW Terms and Conditions means the OSW Terms and Conditions, as amended from time to time, located https://www.osw.energy/au/terms-and-conditions.
    9. Privacy Policy means our Privacy Policy, as amended from time to time, located https://www.osw.energy/au/privacy-policy.
    10. Quote means the document generated through your use of the Design and Quote Software, in accordance with the Licence, including details on a solar design system to align with the Quote Data.
    11. Quote Data means information, records, documents, images or data of any kind entered into the Design and Quote Software by you, in relation to a third party, for the purposes of creating a Quote.
    12. Source Code means software written in a form intelligible to qualified programmers and able to be translated into object code through assembly or compiling for operations on computer equipment.
    13. Third Party Content means Intellectual Property Rights in any software applications, website links, communication forums including, but not limited to, online bulletin boards, chat forums, news groups and any other communication forum available from time to time through our Website or Design and Quote Software.
    14. Website means each website operated by OSW for the provision of the Services, including https://osw.energy/au/, https://greensketch.com.au/, and their respective subdomains.