Terms and conditions of use - Australia's payments future
1. NPP Australia’s intellectual property
1.1 NPP Australia Limited (NPP Australia, we or us) owns the Intellectual Property Rights associated with the Move to NPP Program, including (but not limited to) the phrase "Australia’s payments future" (APF Phrase) and associated graphical representations of the APF Phrase, imagery, colours and layouts (together, the APF Assets).
1.2 This document contains the terms and conditions (Terms) of use of the APF Assets in in accordance with the “Australia’s payments future” playbook published by NPP Australia (APF Playbook).
1.3 You accept these Terms by downloading or otherwise using the APF Assets.
1.4 These Terms continue until terminated in accordance with clause 6.
1.5 In these Terms, Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
2. Right to use the APF Assets
2.1 In consideration of you accepting these Terms, and subject to these Terms, we grant you a non-exclusive, revocable, royalty-free licence to use the APF Assets in Australia for the purpose of internal and external communications relating to the Move to NPP Program.
2.2 No rights or licences are conferred on you pursuant to this licence except those expressly set out in these Terms.
3. Conditions of Use
Your right to use the Australia’s payments future wordmark is subject to the following conditions:
3.1 You must only use the APF Assets in accordance with the current APF Playbook .
3.2 You must in exercising your rights under these Terms, comply with all applicable laws, regulations, industry standards and codes of practice.
3.3 You must not do or fail to do any act or thing whereby the validity, enforceability or our ownership of the Intellectual Property Rights in the AFP Assets, or the reputation or goodwill associated with the APF Assets anywhere, is likely to be prejudiced.
3.4 You must ensure that any use of the APF Assets by you shall not in any way reduce or diminish the reputation, image and prestige of NPP Australia or the APF Assets in any way whatsoever.
3.5 You must not use the APF Assets in any way that creates an impression that your goods or services are sponsored, produced, offered or sold by NPP Australia (or its subsidiaries)
4. Indemnity
4.1 You indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
- your exercise of the rights granted under these Terms;
- your breach or negligent performance or non-performance of these Terms; or
- the enforcement of these Terms.
5. Protection of the mark
5.1 You must promptly inform us of any suspected unauthorised use of the APF Assets (or any confusingly similar mark) of which you become aware of, and must provide us with such documents, information and assistance as you can in relation to any such use.
5.2 To the extent permitted by law, we give no warranty and make no representation in or pursuant to the use of the APF Assets and/or these Terms.
5.3 To the extent permitted by law, NPP Australia hereby disclaims all liability arising, from use of the APF Assets.
6. Termination
6.1 We may terminate your right to use the APF Assets at any time at our sole discretion by giving you reasonable notice.
6.2 We may terminate your right to use the APF Assets by notice with immediate effect if:
- you commit any breach of the Terms which is material and not capable of remedy, or which is capable of remedy but which is not remedied within 7 days of notice from us to do so; or
- in our sole discretion, your use of the APF Assets is in any way reducing or diminishing the reputation, image and prestige of the Trade Marks and/or us in any way whatsoever.
6.3 You may terminate the licence granted in these Terms by permanently ceasing use of the APF Brand Assets.
6.4 Upon termination of the licence to use the APF Assets for any reason you shall cease immediately to make any use of the APF Assets.
6.5 Any provision of these Terms which by its nature is intended to survive termination will survive termination or expiration of these Terms. Even after these Terms end, each party is still responsible for any obligations that arose before termination, and each can still pursue any available legal remedies for breaches that occurred while the Terms were active.
7. General
7.1 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.
7.2 No failure or delay by either party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
7.3 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
7.4 We reserve the right to make variations to these Terms and/or the APF Playbook. We advise you to review these Terms from time to time. We will publish any revisions on the NPP Australia website.
7.5 These Terms and any dispute or claim arising out of or in connection with these Terms or the use of the APF Assets will be governed by and construed in accordance with the law of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, including the Federal Court of Australia.
