Terms & Conditions

TERMS AND CONDITIONS OF TRADE

These Terms and Conditions of Trade (these “Terms”) govern, as applicable, the purchase from INDUCTIVE AUTOMATION AUSTRALIA PTY LTD (“Inductive Automation Australia”) of: (i) one or more activation keys (each, an “Activation Key”) to the Ignition® software program and related modules (“Software”); (ii) support services for the Software (“Support Services”); or (iii) other professional services related to the Software (e.g., training services) (“Other Services” and, together with Activation Keys and Support Services, “Products”). These Terms, together with each quote issued by Inductive Automation Australia into which they are incorporated by reference (each, a “Quote”, and together with these Terms, the “Agreement”), form the agreement between you and Inductive Automation Australia regarding your purchase of Products. In the event of a conflict between a Quote and these Terms, such Quote will control.

Download, installation and use of the Software will be subject to the acceptance of (and once accepted, will be governed by) the then-current version of the license agreement for the Software available at https://inductiveautomation.com/ignition/license (“EULA”). Support Services and Other Services will be provided pursuant to an applicable written agreement pertaining thereto (if any).

1. Products purchased, pricing, payment terms, and any other information regarding the purchase of Products from Inductive Automation Australia are explicitly provided in a Quote. For the avoidance of doubt, the payment terms set forth in the EULA do not apply to the purchase of Products from Inductive Automation Australia.

2. Through these Terms, Inductive Automation Australia makes no representations or warranties regarding Products. TO THE MAXIMUM EXTENT UNDER APPLICABLE LAW, INDUCTIVE AUTOMATION AUSTRALIA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SOFTWARE, SUPPORT SERVICES AND OTHER SERVICES. Any representations or warranties regarding the Software are made solely through the EULA. Any representations or warranties regarding Support Services or Other Services will be made solely in an applicable written agreement pertaining thereto (if any).

3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INDUCTIVE AUTOMATION AUSTRALIA BE LIABLE UNDER THESE TERMS FOR COSTS OF COVER OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR ANY NATURE WHATSOEVER (INCLUDING DAMAGES OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO (I) THE PURCHASE OF PRODUCTS, OR (II) THE SOFTWARE, SUPPORT SERVICES OR OTHER SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INDUCTIVE AUTOMATION AUSTRALIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. Any liabilities attending to the use of the Software shall arise under the EULA. Any liabilities attending to your receipt of Support Services or Other Services shall arise under an applicable written agreement pertaining thereto (if any).

4. This Agreement constitutes the entire, final, and complete agreement between you and Inductive Automation Australia with respect to your purchase of Products. This Agreement supersedes any other agreement or purported terms of any type attending to your purchase of Products from Inductive Automation Australia, including, without limitation, the terms of any purchase order, vendor portal, or other ordering instrument that may have been issued or may issue to Inductive Automation Australia, regardless of whether Inductive Automation Australia has agreed or agrees thereto.

5. This Agreement will be governed by and construed in accordance with the laws of Queensland, without regard to the principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

6. This Agreement may not be assigned by the customer, in whole or in part, without Inductive Automation Australia’s written consent. Inductive Automation Australia may freely assign this Agreement, in whole or in part, in Inductive Automation Australia’s sole discretion. This Agreement will be binding upon and inure to the benefit of each party’s permitted successors and assigns.
7. The failure by either party to enforce any provision of this Agreement will not be construed as a waiver of such provision. No waiver of any rights under this Agreement will be effective unless in writing signed by both parties, and the waiver of any breach or default will not constitute a waiver of any other right under this Agreement or any subsequent breach or default.