Traffic Signal Portal Terms

1. OVERVIEW

1.1 The www.transport.nsw.gov.au/trafficsignal website (the Traffic Signal Portal) is owned and managed by Transport for NSW (TfNSW, we or us).

1.2 The Traffic Signal Portal:

(a) is a repository of traffic data and related information, including a database of:

(i) traffic patterns, reports;
(ii) traffic signal design plans; and
(iii) information relating to signal faults in New South Wales,

(Traffic Signal Information);

(b) provides a range of intelligent traffic control services to the public, including:

(i) access to information about traffic signal phasing, traffic signal design plans and traffic signal faults in New South Wales;br /> (ii) generating reports in respect to traffic and traffic related information;
(iii) the provision of traffic signal services; and
(iv) services that require TfNSW or its nominated representative to attend court to provide an explanation of the reports and information that is provided to you through the Traffic Signal Portal,

(Services).

1.3 If a customer (you or your) wishes to obtain Traffic Signal Information or procure Services from TfNSW, you can do so by proceeding to pay for such Traffic Signal Information or Services (as the case may be) via the Traffic Signal Portal. By proceeding to pay for the Traffic Signal Information or Services, you agree to be governed by the Traffic Signal Portal Terms.

1.4 TfNSW may modify, delete or add Traffic Signal Information and/or Services it provides to you from time to time and those changes will be updated on the Traffic Signal Portal.

1.5 As a user of the Traffic Signal Portal, you must accept all of the terms contained in this document and our policies, including our:
(a) Privacy Statement available at www.transport.nsw.gov.au/trafficsignal, as amended from time to time; and
(b) Privacy Policy available at www.transport.nsw.gov.au/about-us/transport-privacy, as amended from time to time,

(Policies).

1.6 You agree that the Policies, which may change from time to time, form part of your agreement with TfNSW and are collectively referred to as the "Traffic Signal Portal Terms". By continuing to obtain Traffic Signal Information or procure Services from TfNSW, you confirm that you agree to be bound by the updated Policies.

1.7 We may vary or modify the Traffic Signal Portal Terms from time to time. The amended Traffic Signal Portal Terms will be posted on the Traffic Signal Portal. Any subsequent access to, or use by you of, the Traffic Signal Portal will constitute acceptance of these Traffic Signal Portal Terms as they appear at that time.

1.8 In this agreement, a reference to "you” or “your" includes a reference to anyone acting on your behalf or with your express or implied authority.

2 ORDERS

2.1 You can order Traffic Signal Information or Services from time to time by completing the relevant order form available via the Traffic Signal Portal.

2.2 An order will not be binding on TfNSW unless and until you have:
(a) completed the mandatory fields as required by TfNSW;
(b) paid the relevant fees for such Traffic Signal Information or Services (as the case may be); and
(c) received a message confirming our acceptance of your order.

2.3 Subject to clause 2.4, all orders are usually processed within 10 business days. If you have any issues or queries about your order, please contact us at: Traffic.Signal.Data@transport.nsw.gov.au.

2.4 If TfNSW determines that an order is incomplete, we will use our reasonable endeavours to obtain the relevant information from you. However, you acknowledge that there may be delays in processing an incomplete order.

3 ACCESS TO TRAFFIC SIGNAL INFORMATION

3.1 The Traffic Signal Portal provides access to Traffic Signal Information that is owned by TfNSW. Traffic Signal Information is only available to persons and entities who are capable of forming legally binding contracts under applicable law. Your rights are not transferable, unless otherwise agreed by us.

3.2 You warrant that all information provided by you via the Traffic Signal Portal is valid and correct. Information registered with someone else's email address, or with temporary email addresses, may result in access being suspended without notice.

4 DELIVERY OF TRAFFIC SIGNAL INFORMATION AND PERFORMANCE OF SERVICES

4.1 TfNSW will use reasonable endeavours to:
(a) deliver the Traffic Signal Information and provide the Services in consideration for the fees payable to TfNSW under this agreement; and
(b) meet any performance dates as mutually agreed between the parties, subject to the availability of TfNSW’s staff, agents and personnel. For the avoidance of doubt, any mutually agreed dates are estimates only and the time for performance will not be of the essence.

4.2 If TfNSW’s obligations under this agreement are prevented or delayed by your acts or omissions (including the acts of omissions of your agents, subcontractors, consultants or employees), then, without prejudice to any other right or remedy you may have, TfNSW will be allowed an extension of time to perform its obligations equal to the delay caused by you.

5 OBLIGATIONS

5.1 You must not:
(a) use the Traffic Signal Portal for any activities which breach any laws or regulations or infringe any third party rights;
(b) use the personal information of another person in order to access or use the Traffic Signal Portal;
(c) tamper with, hinder the operation of or make unauthorised modifications to the Traffic Signal Portal; or
(d) transmit any bug, virus or other disabling feature to or through the Traffic Signal Portal.

5.2 In respect to your order for Services, you will:
(a) co-operate with TfNSW in all matters relating to the Services;
(b) provide to TfNSW, in a timely manner, all information and materials in any form (whether owned by you or a third party) as reasonably required by TfNSW in connection with the Services and ensure that they are accurate and complete in all material respects; and
(c) obtain and maintain all necessary licenses and consents and comply with all applicable laws to enable TfNSW to provide the Services to you.

6 INTELLECTUAL PROPERTY

6.1 The content and format of the Traffic Signal Portal may be changed by us at any time, without notice, in our discretion.

6.2 All intellectual property rights in:
(a) the Traffic Signal Portal and Traffic Signal Information; and
(b) any material provided by TfNSW to you or otherwise developed in the performance of the Services (Developed IP), vests in TfNSW immediately from creation.

6.3 You acknowledge and agree that any Traffic Signal Information or Developed IP are provided ‘as is’ and we do not guarantee that such Traffic Signal Information or Developed IP is accurate and faultless, nor can we be held responsible for any errors or inaccuracies.

6.4 TfNSW grants you a revocable, non-exclusive, sub licensable, worldwide and royalty free licence to use, copy and modify the Traffic Signal Information and Developed IP for the sole purpose of:
(a) if you are the insured, insurer or a lawyer, you submitting evidence in court;
(b) if you are the insured, you submitting evidence to your insurer in respect to an insurance claim;
(c) if you are an insurer, you obtaining evidence to investigate an insurance claim; and
(d) you undertaking traffic modelling or transport related projects,but excludes the right to sell, monetise or commercially exploit the Traffic Signal Information and/or Developed IP (Licence).

6.5 If you sublicense the Traffic Signal Information or Developed IP to a third party, you must ensure that such sub licence will be on the same terms as set out in clause 6.4.

6.6 You are liable for, and indemnify TfNSW from and against, any and all loss or damage (including reasonable legal costs) incurred or suffered by TfNSW in connection with a breach of clauses 6.4 or 6.5.

6.7 You acknowledge and agree that a breach of the Licence will be deemed to be a breach of these Traffic Signal Portal Terms.

6.8 The Licence does not apply to any logos or trademarks of TfNSW or the State of New South Wales.

6.9 The Traffic Signal Portal may include information and content provided by third parties (Third Party Information). We do not verify that the Third Party Information will be complete, timely or accurate for your purposes. We make no representation or warranty of any kind as to the accuracy, timeliness or completeness of Third Party Information, nor do we endorse any Third Party Information.

7 SECURITY

7.1 We do not guarantee the security of the Traffic Signal Portal. We do not warrant that access to the Traffic Signal Portal will be uninterrupted or error free, that defects will be corrected, or that the Traffic Signal Portal or the server that makes it available are free of viruses or bugs. You acknowledge that it is your responsibility to implement sufficient procedures and virus checks to satisfy your own requirements.

7.2 Should you access or leave the Traffic Signal Portal via a third party link, you acknowledge that:
(a) you do so at your own risk;
(b) the content to which you link will not have been produced, checked for accuracy or otherwise reviewed by us; and
(c) the link does not represent any endorsement by us of the products or services on the linked site.

8 PRIVACY

8.1 Our Privacy Statement (www.transport.nsw.gov.au/trafficsignal) applies to any personal information collected by us from users of the Traffic Signal Portal. Under applicable privacy laws, you have a right to access and change personal information that we hold. For further information please see our Privacy Statement.

8.2 You must comply with all applicable privacy laws in connection with your use of the Traffic Signal Portal and any Traffic Signal Information or Developed IP available via Traffic Signal Portal.

8.3 When you access the Traffic Signal Portal, we will automatically record information that identifies the IP address of the machine you used to access our portal. Information collected during each visit is aggregated with similar logged information and published in reports in order for TfNSW to identify patterns of usage of the Traffic Signal Portal. TfNSW will not disclose or publish information that identifies individual machines without the consent or otherwise in accordance with the Privacy and Personal Information Protection Act 1988 (NSW).

9 LIMITATION OF LIABILITY

9.1 The terms of this clause 9 apply in respect of access to or use of the Traffic Signal Portal, the Traffic Signal Information, Developed IP and the provision of Services to you in accordance with the Traffic Signal Portal Terms.

9.2 To the extent permitted by law:
(a) we give no warranties, and you have no other rights, apart from those, if any, expressly set out in the Traffic Signal Portal Terms or available under legislation; and
(b) all implied conditions, guarantees, warranties and rights are excluded.

9.3 To the extent permitted by law, we do not give any warranty of reliability, quality, fitness for purpose or accuracy nor accept any responsibility arising in connection with any errors in, or omissions from, the information, datasets, software or tools provided on or by the Traffic Signal Portal, our delivery of the Traffic Signal Information and/or Developed IP or provision of Services to you.

9.4 Where any condition, guarantee, warranty or right is implied by law and cannot be excluded, to the extent permitted by law we limit our liability:
(a) in connection with the supply of goods, to any one or more of the following, as we may determine- the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the costs of replacing the goods or of acquiring equivalent goods or the payment of the costs of having the goods repaired; and
(b) in connection with the supply of services, to one of the following, as we may determine-the supplying of the services again or the payment of the costs of having the services supplied again.

9.5 Subject to clauses 9.2 and 9.4, we are not liable to you in contract, tort (including negligence), under any statute or otherwise for, or in respect of, any:
(a) indirect or consequential loss or damage; or
(b) loss of profits, reputation, goodwill, customers, software or data, whether of a direct, indirect or consequential nature.

9.6 Subject to this clause 9, our total and aggregate liability in contract, tort (including negligence), under statute or otherwise for, or in respect of, any loss or damage arising out of any breach or other act or omission in connection with these Traffic Signal Portal Terms will not exceed $220.

10 TERMINATION AND SUSPENSION

10.1 If you fail to abide by or otherwise breach the Traffic Signal Portal Terms, we may immediately without notice or liability to you suspend, limit or terminate your access and / or use of the Traffic Signal Portal.

10.2 If we suspend, limit or terminate your access and / or use of the Traffic Signal Portal, you must not attempt to access or use the Traffic Signal Portal in any way whatsoever including by re registering on the Traffic Signal Portal or otherwise.

10.3 Upon termination of your access and / or use of the Traffic Signal Portal, you must:
(a) discontinue any and all use of the Traffic Signal Portal; and
(b) not in any way whatsoever attempt to access or use the Traffic Signal Portal.

11 FEES

11.1 You understand that your request for Traffic Signal Information or Services (as the case may be) will be charged in accordance with the fees set out in Schedule 1.

11.2 TfNSW is entitled to vary the fees set out in Schedule 1 by updating that Schedule from time to time.

11.3 All fees are due immediately and payment will be facilitated by TfNSW using the payment method as determined by TfNSW.

11.4 You may elect to cancel your order for Traffic Signal Information or Services (as the case may be) at least 24 hours from the date in which you order the relevant Traffic Signal Information or Services.

11.5 Subject to clause 11.6, if you do not cancel your order for Traffic Signal Information or Services at least 24 hours from the date of an order, you will no longer be able to cancel your order and will be charged for the full price for the Traffic Signal Information or Services.

11.6 If any delivery of Traffic Signal Information or provision of Services are cancelled for any reason that TfNSW determines, acting reasonably, are not attributable by you, you will be entitled to a refund for any charges paid for such Traffic Signal Information or Services.

12 GST

12.1 Terms under in this clause 12 have the meaning given to those words in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act).

12.2 All consideration to be paid or provided under these Traffic Signal Portal Terms is expressed exclusive of GST unless otherwise stated.

12.3 If GST applies to a supply made under these Traffic Signal Portal Terms and the consideration for that supply is expressed exclusive of GST, the recipient must pay to the supplier an additional amount equal to the GST payable on the supply (GST Amount). The GST Amount is payable at the same time that the first part of the consideration for the supply is to be provided. However, this clause 12.3 will not apply if the GST on the supply is reverse charged and payable by the recipient.

12.4 Despite anything to the contrary in these Traffic Signal Portal Terms, the recipient is not obliged to pay the GST Amount until it have received from the supplier a tax invoice or adjustment note (as the case may be).

12.5 If an adjustment event arises, in respect of a supply to which clause 12.3 applies, the GST Amount must be adjusted to reflect the adjustment event and a payment must be made by the supplier to the recipient, or by the recipient to the supplier, as the case may be.

13 MISCELLANEOUS

13.1 The Traffic Signal Portal Terms record the entire agreement between you and us, and supersede all previous negotiations, understandings, representations and agreements, in relation to its subject matter.

13.2 Except as specifically permitted under this agreement, these Traffic Signal Portal Terms cannot be amended except in writing signed by you and us.

13.3 If any part of the Traffic Signal Portal Terms is for any reason unenforceable, that part must be read down to the extent necessary to preserve its operation. If it cannot be read down, it must be severed.

13.4 Any failure or delay by us to exercise or enforce the Traffic Signal Portal Terms does not waive our rights to enforce the Traffic Signal Portal Terms.

13.5 The Traffic Signal Portal Terms are governed by and will be construed in accordance with the laws of New South Wales, Australia. You submit to the jurisdiction of the courts of New South Wales, Australia.

13.6 You must not assign any of your rights or delegate or novate any of your obligations under these Traffic Signal Portal Terms, without our prior written consent.

Schedule 1 - Fees

*The Fees are valid as at 26 May 2022.