Document ID — · Signed 7 September 2026 at 3:25:25 pm AEST
OneJuly Compliance Pty Ltd
ACN 698 932 663
Software as a Service Agreement
Draft · 14 August 2026
This Agreement is entered into on 7 September 2026
PARTIES
OneJuly Compliance Pty Ltd (ACN 698 932 663) of Unit 207 111 Overton Road Williams Landing VIC 3027 (Company, we, our or us)
and
Your practice (ABN —) of — and includes an individual accepting this Agreement on his or her or their own behalf, and any Organisation for which the individual accepts this Agreement for and on behalf of the Organisation (Customer, you or your)
OPERATIVE PROVISIONS
- Definitions and Interpretation
In this Agreement unless the context otherwise requires the following words have the following meanings:
ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth), being the Australian Consumer Law, as amended from time to time;
Administrator means the Customer or any person authorised by the Customer in writing to administer and manage access and use of the Customer Account and to supervise the creation and use of any User Accounts.
Agreement means this agreement including one or more Subscription Forms, Schedules and the Platform Terms of Use.
Agreement Start Date means the date set out in the Subscription Form.
Agreement Term is defined in clause 5.1 (Term).
AML/CTF Legislation means all applicable laws, regulations, rules, instruments and regulatory requirements relating to anti-money laundering and counter-terrorism financing in Australia, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No. 1) (Cth), and any applicable AUSTRAC requirements, guidance or directions, as amended or replaced from time to time.
Analytics is defined in clause 16.3 (Intellectual Property).
Authorised Users means the Customer or any person using the Platform who is authorised to use a User Account by an Organisation that is a subscriber to the Platform.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in the state of Victoria, Australia.
Business Hours means 9am to 5pm on a Business Day.
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.
Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential" but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software and Platform. Your Confidential Information includes the Customer Data.
Consequential Loss includes any indirect loss, incidental loss, consequential loss, loss of profits, loss of revenue, loss of production, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, loss of use, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data, any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise).
Content means all content including without limitation text, photographs, logos, names, designs, information, Personal Information, financial information, data, drawings, links, video recordings and audio recordings.
Corporations Act means the Corporations Act 2001 (Cth).
Customer Account is the account on the Platform created for you as described in clause 6 (Accounts).
Customer Data means the information, logos, documents and other data inputted by you, your Personnel or Authorised Users into the Software or stored by the Platform or generated by the Platform as a result of your use of the Platform.
Fees means the fees set out in the Subscription Form including if applicable, Subscription Fees and Setup Fees.
Force Majeure Event means an event which is beyond a Party’s reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restriction, transportation embargo, and strike by employees of a third person.
Free Services means services provided on the Platform to the Customer free of charge but does not include services offered as a free trial.
Health Information has the same meaning as defined in the Privacy Act.
Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:
- It is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable Laws;
- An application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
- An administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
- A controller is appointed in respect of any of its property;
- It is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
- A distress, attachment or execution is levied or becomes enforceable against it or any of its property;
- It enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
- A petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself;
- Anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the relevant Party;
Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names.
Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory of Australia and includes the Privacy Act and the Spam Act.
Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees).
Licence is defined in clause 7.1 (Licence).
Maintenance means then-current standard support and maintenance services for the Software, as amended from time to time, including: (a) the servicing of reasonable requests for remotely-provided support and assistance in connection with the Software, issued by Customer via communication methods nominated by the Company from time to time (including but not limited to telephone and email-based support); (b) the supply of updates for the Software, where these are made generally available by the Company without additional charge in connection with maintenance; and (c) corrections, workarounds or avoidance procedures for documented defects.
MemberCheck means Member Check Pty Limited ACN 129 012 344 or any its related entities engaged by the Company.
Minimum Subscription Period means 120 days.
Organisation means a person, partnership, trading trust, business or company who or which must pay a subscription fee to the Company in exchange for the creation of a Customer Account on the Platform that will allow such legal entities, and any of their Representatives, to visit, view, browse, access or otherwise use and interact with the Platform at no further cost.
Output Data is defined in clause 11.1.
Party means either party to this Agreement.
Payment Terms are set out in your Subscription Form.
Personal Information has the same definition as in the Privacy Act.
Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party.
Platform Terms of Use means the terms and conditions governing access to and use of the Platform, as made available by the Company to the Customer and Authorised Users from time to time, whether by publication on the Platform, the Company's website, or by other written notice.
Platform means the software-as-a-service platform operated by the Company, including the Software, databases, interfaces, functionality, applications, modules, tools, reports, workflows, APIs and related services made available by the Company from time to time, for the purpose of collecting, storing, managing and monitoring customer information, identity data (including but not limited to passports, driver licence, birth certificates) and compliance records in connection with AML/CTF Legislation, know-your-customer (KYC), customer due diligence (CDD), politically exposed person (PEP), risk management and related regulatory compliance obligation.
Plugin Software is defined in clause 11.4.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Policy means the Company's privacy policy, as amended from time to time, which sets out how the Company collects, uses, stores, discloses and otherwise handles Personal Information, and which is made available on the Platform, the Company's website, or otherwise provided to the Customer
Purchased Services means services provided on the Platform that the Customer pays Fees to access under a Subscription Form, as distinguished from Free Services or those provided pursuant to a free trial.
Representatives means any employees, contractors, agents, affiliates, clients or other authorised representatives of an Organisation.
Security Incident means any actual or reasonably suspected unauthorised access to, acquisition of, disclosure of, use of, alteration of, loss of, corruption of, destruction of, or inability to access Customer Data, Personal Information, Sensitive Information or Health Information processed or stored by the Platform, or any breach of the security, confidentiality, integrity or availability of the Platform, Systems or Software used to provide the Platform.
Sensitive Information has the same definition as in the Privacy Act.
Setup Service means (if applicable) the services as described in a Subscription Form to set up the Platform.
Setup Fees means the setup fees set out in the Subscription Form.
Subscription Fee means the subscription fee set out in the Subscription Form
Subscription Form means the form provided on the Company website setting out the details and particulars and entered into by the Parties on or around the same time as this Agreement or as otherwise agreed between the parties in writing.
Subscription Form Term means the term of the Subscription Form as set out in the Subscription Form.
Software means the software used to provide any of the Platform and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
Spam Act means the Spam Act 2003 (Cth).
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network.
Termination Date means:
- The date for termination otherwise agreed by the Parties in writing;
- The expiration of the Voluntary Notice Period after the Minimum Subscription Period has passed;
- The expiration of the Voluntary Notice Period prior to the Minimum Subscription Period passing, subject to all Fees applicable to the use and access of the Platform during the Minimum Subscription Period having been paid by the relevant Organisation; or
- The date for termination for an event of default set out in clause 21.4;
Third Party Inputs is defined in clause 9.
User Account means an account of an Authorised User that is linked to a Customer Account.
User Content means any Content shared via, or submitted or uploaded to, the Platform by an Authorised User of the Platform with a User Account.
Voluntary Notice Period is defined in clause 21.2.
In this Agreement unless the context otherwise requires:
- a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
- the singular includes the plural and vice versa;
- a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
- a reference to any gender refers to all genders;
- a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this agreement;
- a recital, schedule, annexure or description of the parties forms part of this agreement;
- a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
- a reference to any party to this agreement, or any other document or arrangement, includes that party's executors, administrators, substitutes, successors and permitted assigns;
- where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
- where an expression is defined anywhere in this agreement it has the same meaning throughout;
- a reference to time is to local time in; and
- a reference to "dollars" or "$" is to an amount in Australian currency.
- Parties and Agreement
- This Agreement is between you, our Customer (also referred to as you or your) and OneJuly Compliance Pty Ltd (ACN 698 932 663) its successors and assignees (also referred to as us, we or our) and collectively the Parties.
- This Agreement forms the agreement under which we provide you with access to the Platform.
- We reserve the right to change the terms and conditions of this Agreement at any time without notice to you, save that any amended terms and conditions of the Agreement will only take effect from the renewal date of your subscription as set out in your Subscription Form (if applicable).
- In the event of any conflict or inconsistency between this Agreement (not including a Subscription Form and Platform Terms of Use), any Subscription Form and our Platform Terms of Use, such conflict or inconsistency shall be resolved in accordance with the following order of priority, with the document having the highest priority listed first and the one with the lowest priority listed last:
- a Subscription Form;
- this Agreement (not including a Subscription Form and our Platform Terms of Use);
- our Platform Terms of Use.
- The Platform
- You have requested access to and use of the Platform. We will supply the Platform as set out in this Agreement. The Platform is a software service designed to assist reporting entities and other regulated businesses to collect, store, manage and monitor customer information, identity data and compliance records for the purposes of meeting AML/CTF (Anti-Money Laundering / Counter Terrorism Financing), know-your-customer (KYC), customer due diligence (CDD), risk management and related regulatory obligations.
- Without limitation, the Platform enables Customers to:
- Store and record data relating to the applicable individuals and entities against sanctions, politically exposed person (PEP), watchlist and other risk databases;
- host, store and manage regulated AML/CTF records, customer due diligence information, identity verification records and other sensitive identity data;
- maintain compliance workflows, audit trails, reports and monitoring records; and
- manage and retain compliance documentation and related information required for regulatory, governance and risk management purposes.
- Verify, validate, audit or independently assess the accuracy, completeness, integrity or reliability of any information, documents, records, data or other material uploaded, submitted, stored or otherwise made available through the Platform by the Customer, Authorised Users or any third party.
- Screen, review or validate user-provided information except to the extent required for the operation, maintenance or security of the Platform.
- Make any representation, warranty or guarantee as to the accuracy, completeness, integrity, reliability, currency or fitness for purpose of any Customer Data, User Content or other materials uploaded to or stored on the Platform.
- All reports, verification results, risk assessments, compliance records, alerts, notifications and other outputs generated by the Platform are dependent upon the information supplied to the Platform by users and, where applicable, third-party data sources. The accuracy, completeness and reliability of such outputs are contingent upon the accuracy, completeness and reliability of the underlying information.
- The Customer remains solely responsible for verifying the accuracy and suitability of all information entered into the Platform and for any decision, action or omission made in reliance on any output generated by the Platform.
- We reserve the right to introduce additional functions and services on the Platform and to alter existing functions or services on the Platform at any time without notice to you.
- Acceptance
- By accepting this Agreement, you warrant:
- You have reviewed this Agreement, including our Platform Terms of Use and Privacy Policy, you understand them and will use the Platform in accordance with them;
- You have the legal capacity to enter into a legally binding agreement;
- You have the authority to act on behalf of any person or entity (including any Organisation) for whom you are using the Platform, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Platform;
- You have all hardware, software and services which are necessary to access and use the Platform.
- You acknowledge that the Company relies upon the above warranties in agreeing to provide you with access to the Platform.
- Term
- This Agreement commences on the Agreement Start Date and continues until the date that this Agreement is terminated in accordance with your Subscription Form or by you or us in accordance with the terms of this Agreement (Agreement Term).
- Any renewal process for this Agreement is set out in your Subscription Form.
- Accounts
- Upon completion and satisfaction of all requirements of the Subscription Form, you will create a Customer Account for you and linked User Accounts for your Authorised Users to access and use the Platform. You must ensure that any information you provide to us, or we request from you as part of the creation process is complete and accurate.
- You are responsible for the Customer Account and linked User Accounts regardless of any change in any contact details, and you will remain responsible for your Customer Account and linked User Accounts as set out in this Agreement. If you wish to change the Customer Account owner, you must provide us with a written request to transfer the ownership of the Customer Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Customer Account in a form acceptable to us.
- We or the Platform will provide you with certain Platform access details (such as usernames and passwords) when a Customer Account is created for you and when User Accounts are created for your Authorised Users. It is your responsibility to keep your Customer Account access details confidential. You are responsible for all activity on your Customer Account, including activity by Authorised Users and for ensuring that any activities on your Customer Account and User Accounts comply with this Agreement.
- We are not responsible for the management or administration of your Customer Account and the User Accounts created for your Authorised Users.
- The Customer may create and link User Accounts to its Customer Account only up to the maximum number of users permitted under the Purchased Services. User roles and access privileges, including staff, administrator and AML officer permissions, shall be assigned and managed by the Customer's key administrator. The Customer shall ensure that all Users Accounts are its Organisation's Representatives and comply with this Agreement.
- An Organisation will be permitted to allow their Representatives to access and use the Customer Account on their behalf, however the Organisation will agree to remain entirely responsible and liable for all conduct connected with their Customer Account. You acknowledge that we recommend that the Administrator creates a separate User Account for each of an Organisation’s Representatives with appropriate access and use permissions set by the Administrator.
- Licence and Restriction on Use
This is an important provision of this Agreement
- In consideration for payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the Platform for the Subscription Form Term (Licence).
- You must not (and must ensure your Authorised Users do not) access or use the Platform except as permitted by the Licence and you must not and must not permit any other person to:
- Use the Platform in any way which is in breach of any applicable Laws, or which infringes any person’s rights, including rights related to any person’s Intellectual Property;
- Use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
- Use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
- Introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;
- Reveal your Account’s password to others or allow others to use your Account (other than Authorised Users);
- Use the Platform to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
- Use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
- Use the Platform to send any email, or any other form of messaging in breach of the Spam Act;
- Use the Platform to collect, upload, store, process, disclose or otherwise handle personal information (including identity documents and identification information) in a manner that does not comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and all other applicable privacy and data protection laws, including by failing to obtain any required consents, notifications or authorisations from the relevant individuals
- ;
- Use the Platform to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”).
- Use the Platform to circumvent user authentication or security of any of our networks, accounts or hosts or those of our members or suppliers;
- Access or use the Platform user accounts through more than one IP address at any one time.
- If you register on the Platform for a free trial, we will make the applicable services available to you free of charge until the earlier of: (a) the end of the free trial period that we offered for the relevant services; or (b) the Agreement Start Date of any Purchased Service ordered by you, which includes the service provided as a free trial.
- If we provide you with a free trial access to any services on the Platform, we do not offer refunds if you fail to cancel your subscription before the end of the trial period. We do, however, at all times abide by the provisions of the ACL in relation to any required consumer guarantees in relation to our services.
- Additional terms and conditions for a free trial of any service may appear on the free trial registration web page, and such additional terms and conditions are incorporated into this Agreement by reference.
- For us to provide the Platform to you, you warrant that you are authorised to use the Platform by any third party to which you have a legal obligation to notify of such use. At all times during the Agreement Term, you must promptly obtain and provide to us any required licences, approvals or consents necessary for our performance of the Platform.
- The Customer must not use the Platform in a manner that exceeds reasonable usage levels contemplated by the applicable subscription plan or that adversely affects the performance, security or availability of the Platform. If the Company reasonably determines that the Customer's use is excessive or materially impacts the Platform or other users, the Company may require the Customer to reduce such usage, upgrade its subscription or pay additional applicable fees.
- You acknowledge that in order to access the Platform, you and any Authorised User may be required to use multi-factor authentication as directed by us from time to time.
- Authorised Users
- If set out in the Subscription Form, you agree that the Licence permits you to access and use the Platform in accordance with the number of Authorised Users, as set out in that Subscription Form.
- You may, at any time, increase the number of Authorised Users by submitting a further Subscription Form to us and we will apply new Fees (and support fees if relevant) which will be applicable as of the effective date of the increase of the number of Authorised Users.
- Third Parties
- You acknowledge and agree that:
- The provision of the Platform may be contingent on, or impacted by, third parties, other customers’ use of our services, suppliers, other subcontractors (Third Party Inputs);
- Despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.
- You acknowledge and agree that:
- The Platform includes certain optional functionality that may interface or interoperate with third party software or services;
- To the extent that you choose to use such functionality and they are not a part of the Platform, you are responsible for:
- The purchase of the requirements;
- The licensing obligations related to the applicable third party software and services;
- It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you.
- The Company will store and process Customer Data within Australia using Amazon Web Services (AWS) data centres (this may change from time to time and be updated to you in writing by changing the Platform Terms of Use) located in Australia , except where:
- required for support, disaster recovery or security operations approved by the Company;
- the engagement of suitably qualified third-party contractors, subcontractors or back-office service providers, whether located in Australia or overseas (including India) to provide our services;
- Customer Data is processed by third-party products, services or integrations used in connection with the Platform (including, without limitation, Stripe, Member Check and similar service providers), which may store, process or transfer Customer Data outside Australia in accordance with their respective terms and privacy policies; or
- otherwise authorised by the Customer.
- Setup Services and Support Services
- We will provide the Setup Service.
- If you require any changes to the scope, functionality or nature of the Platform or the elements of the Software used to provide the Platform or any bespoke customisations to the Platform, you must notify us of the changes you require.
- During the Subscription Form Term, we will provide you with technical support services as set out in the Subscription Form.
- We will notify you without undue delay after becoming aware of a Security Incident affecting Customer Data and will provide information reasonably necessary to enable you to assess the impact of the incident.
- The Supplier will take reasonable steps to contain, investigate and remediate the Security Incident and will reasonably cooperate with the Customer in relation to any applicable notifiable data breach assessment.
- In relation to service availability, the Company notes:
- During the Subscription Term, the Company will use commercially reasonable efforts to make the Platform available 99.9% of the time measured on a monthly basis (Availability Target).
- The Availability Target is a service objective only and does not constitute a representation, warranty or guarantee that the Platform will be uninterrupted, error-free or continuously available.
- In calculating availability, the following will be excluded:
- scheduled maintenance;
- emergency maintenance;
- downtime arising from a Force Majeure Event;
- Third Party Inputs, including cloud hosting, internet service providers, telecommunications providers and third-party software providers;
- Customer Systems, networks, software or hardware;
- acts or omissions of the Customer, its Personnel or Authorised Users; and
- suspension of access permitted under this Agreement.
- The Company may undertake scheduled Maintenance outside normal Business Hours and will use reasonable efforts to provide prior notice of such maintenance.
- Failure to achieve the Availability Target does not give rise to any right of termination, refund, rebate, service credit or other compensation unless expressly agreed in a Subscription Form.
- Platform Services
- As part of the provision of the Platform, we produce and deliver various data to Authorised Users via the Platform, including without limitation a range of reports and correspondence, generated from User Content which is submitted via the Platform (Output Data). We are not responsible for the accuracy, integrity or reliability of any Output Data produced via the Platform and delivered to Authorised Users.
- The Company does not verify or validate information provided to the Platform. The Company does not guarantee the accuracy, completeness, integrity or reliability of any Customer Data or uploaded material. All Output Data generated by the Platform are dependent on information supplied by users and their accuracy is contingent on the accuracy of that information.
- Any Output Data produced and delivered via the Platform is intended for general information purposes only and should not be used as a substitute for financial, legal or other types of professional advice, as may be applicable.
- The Platform may also offer a number of “plugins” or “add-ons” where Authorised Users can share specific User Content with other software programs, including without limitation Microsoft Outlook, Microsoft Word, Microsoft Excel, and other plugin software (Plugin Software). We are not responsible in any way for the integrity, accuracy and reliability of User Content which is shared or populated from the Platform to any Plugin Software or shared or populated from any Plugin Software to the Platform, or for information provided to any Plugin Software as a result of any interaction with the Platform. You specifically consent to the Platform interacting with any Plugin Software and to any Plugin Software accessing any Authorised User’s User Content.
- Privacy
This is an important provision of this Agreement.
- We will at all times comply with the Privacy Act, and in relation to Customer Data that contains or is Personal Information, we will only use this Customer Data in the manner permitted by this Agreement and the Privacy Act.
- Your obligations:
- You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data; and
- You must and must ensure that all of your Personnel and Authorised Users comply, with the requirements of the Privacy Act in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement.
- Without limiting the above, you must:
- Notify Authorised Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Act in relation to the collection, use and storage of their Personal Information;
- Ensure that any Personal Information transferred to us is complete, accurate and up to date; and
- Notify us immediately upon becoming aware of any breach of the Privacy Act that may be related to the use of the Personal Information under this Agreement.
- Without limiting the above, you may only disclose Personal Information in your control to us if:
- You are authorised by the Privacy Act to collect the Personal Information and to use or disclose it in the manner required by this Agreement;
- You have informed the individual to whom the Personal Information relates, that it might be necessary for you to disclose their Personal Information to third parties and you have obtained their consent to do so; and
- Where any Personal Information is Sensitive Information or Health Information, you have obtained the specific consent to that disclosure.
- Each Party warrants that, in relation to any Personal Information or personally identifiable information processed, stored, accessed or transmitted under or in connection with this Agreement:
- all such information will be encrypted using appropriate industry-standard encryption measures, including during transmission and, where stored by that Party, at rest;
- it will maintain and apply strict data-handling, information security, confidentiality and privacy processes designed to protect that information against unauthorised access, use, disclosure, alteration, loss or destruction;
- access to that information will be limited to Personnel, Authorised Users and approved service providers who have a genuine need to access it for the purposes of performing obligations or exercising rights under this Agreement;
- it will only use that information for the purposes permitted by this Agreement, the Privacy Act and any applicable Laws; and
- it will not disclose, transfer, copy or otherwise use that information except as reasonably necessary for the provision or receipt of the Platform, as authorised by this Agreement, or as required by Law.
- If a Party becomes aware of any actual or suspected unauthorised access to, disclosure of, loss of, alteration of or destruction of Personal Information held or processed in connection with this Agreement, that Party must:
- notify the other Party as soon as reasonably practicable after becoming aware of the incident;
- provide reasonable details of the nature and extent of the incident known at the time;
- take reasonable steps to investigate, contain, mitigate and remediate the incident; and
- cooperate with the other Party in relation to any assessment, investigation, notification or reporting requirements arising under the Privacy Act or any applicable Law.
- comply with all applicable privacy and data protection Laws in connection with this Agreement.
- implement and maintain reasonable technical, organisational and security measures designed to protect Personal Information against misuse, interference, loss and unauthorised access, modification or disclosure.
- promptly notify the other Party if it becomes aware of any circumstance that may cause it to be in breach of its obligations under applicable privacy Laws in connection with this Agreement.
- Fees
- You must pay us any Fees and any other amounts payable to us under this Agreement in accordance with the Payment Terms as follows:
- You are required to pay the Fees in the manner, amount and frequency set out in the Subscription Form for obtaining a subscription to access the Platform as set by us from time to time;
- Authorised Users are not required to pay any Fees for use and access to the Platform but will only be permitted to create a User Account that is linked to a Customer Account if invited or granted permission by an Administrator of a Customer Account; and
- If any payment has not been made in accordance with the Payment Terms, we may (in our absolute discretion):
- Immediately cease or suspend the provision of the Platform, and recover as a debt due and immediately payable from you any additional costs of doing so;
- Charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 2% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and
- Engage debt collection services and/or commence legal proceedings in relation to any such amounts.
- If you rectify such non-payment after your Customer Account and User Accounts have been suspended, then we will recommence the provision of the accounts as soon as reasonably practicable.
- The Fees are subject to change upon 30 days’ notice from us to you and will apply to the next billing cycle. Such notice may, without limitation, be provided at any time via email or via a notification to your Customer Account.
- Any Fees payable in respect of third-party services, products or integrations made available through the Platform (including, without limitation, Member Check fees) must be paid in advance before the relevant service is activated, accessed or provided.
- We reserve the right to increase the Fees at any time. In that event, we will provide you with reasonable notice as to any increases.
- Payment
- You must pay us the Fees and any other amount payable to us under this Agreement, without set off or delay, via credit card or any other payment method set out in the Subscription Form.
- Fees may be paid by electronic funds transfer or direct debit, and credit card payment may be permitted in the future.
- We will issue and send tax invoices for Fees to your nominated contact details linked to your Customer Account. You must pay all invoices issued to you within 7 days from the invoice date. We reserve the right to suspend access to the Customer Account (including all linked User Accounts of Authorised Users) without notice until all outstanding invoices are paid. It is your responsibility to keep the e-mail account linked to your Customer Account updated, to ensure all relevant invoices are received.
- GST
- The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
- If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
- If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
- Intellectual Property
This is an important provision of this Agreement.
- All Intellectual Property in the Software, the Platform and all Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with this Agreement, the Software and the Platform and any machine learning algorithms output from the Platform) is and will remain owned exclusively by us or our third party service providers.
- You must not, without our prior written consent:
- Copy or use, in whole or in part, any of our Intellectual Property;
- Reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
- Reverse assemble, reverse engineer, reverse compile or enhance the Platform;
- Breach any Intellectual Property rights connected with the Software or the Platform, including altering or modifying any of our Intellectual Property;
- Cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
- Resell, assign, transfer, distribute or make available the Platform to third parties;
- “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; or
- Alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to Software or the Platform.
- Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
- Does not contain identifying information;
- Is not compiled using a sample size small enough to make the underlying Customer Data identifiable not contain identifying information.
- We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
- As between you and us:
- All Customer Data is and remains your property;
- You retain any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works.
- You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Customer Data during the Agreement Term solely to:
- Supply the Platform to you (including to enable you and your Personnel to access and use the Platform);
- Diagnose problems with the Platform;
- Enhance and otherwise modify the Platform;
- Develop other services, provided we de-identify the Customer Data, as reasonably required to perform our obligations under this Agreement.
This is an important provision of this Agreement.
- You must, at all times, ensure the integrity of the Customer Data and that your use of the Customer Data is compliant with all Laws.
- The Company will implement and maintain reasonable security measures to protect Customer Data. Personally identifiable information (PII) will be encrypted in transit and at rest. The Company will apply strict data-handling and security processes and will limit access to Customer Data to authorised personnel and service providers who require access for the operation, support or security of the Platform and who are subject to confidentiality obligations.
- You represent and warrant that:
- You have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in this Agreement;
- The Customer Data (and its transfer to and use by us) as authorised by you, under this Agreement does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity;
- Any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies;
- You are solely responsible for maintaining your own records and backups of all Customer Data, including any information, documents and verification records relating to your customers and business. The Platform is not intended to operate as your sole record-keeping or archival system;
- You acknowledge that access to Customer Data through the Platform is conditional on the Customer maintaining an active subscription. Upon termination or expiry of the subscription, the Customer's access rights may be restricted or removed in accordance with this Agreement;
- You acknowledge that the Supplier does not guarantee ongoing access to Customer Data following termination or expiry of the Subscription Term, except as expressly stated in this Agreement; and
- Where you are required by law to retain records for a specified period, including under AML/CTF Legislation, you remain solely responsible for ensuring that those records are retained and accessible for the required period. You must not rely on continued access to the Platform for this purpose.
- The Company follows a data retention policy under which Customer Data may be retained for up to seven (7) years. The Customer remains solely responsible for satisfying its own record-keeping obligations, maintaining its own records and backups, and retaining any information required under applicable AML/CTF Legislation. Access to Customer Data through the Platform is dependent on the Customer maintaining an active subscription, and the Company does not guarantee ongoing access to Customer Data following suspension, expiry or termination of the subscription.
- Liability
This is an important provision of this Agreement.
- Despite anything to the contrary, to the maximum extent permitted by law:
- The maximum aggregate Liability arising from or in connection with this Agreement (including the Platform or the subject matter of this Agreement) will be limited to, and must not exceed in the aggregate for all claims the total amount of Fees you paid to us in the 12-month period directly preceding the date on which such Liability arose;
- We will not be liable to you for any Consequential Loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
- Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
- Loss of, or damage to, any property or any injury to or loss to any person;
- Failure or delay in providing the Platform;
- Breach of this Agreement or any Laws;
- The Computing Environment, where caused or contributed to by any Force Majeure Event;
- A fault, defect, error or omission in the Computing Environment or Customer Data; or
- Act or omission by you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors), and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform.
- You will defend, indemnify and hold us and our Personnel harmless from an against any and all claims, charges, actions, liabilities, investigations, demands and similar, including but not limited to any costs, any direct, indirect, incidental loss or damage or Consequential Loss, and all legal fees, which may be brought against us or our Personnel (or both) by any third party in respect of any claimed loss or damage arising from (i) your breach or alleged breach of the Terms of this Agreement, (ii) unauthorised use of the Platform by you or anyone using your login information, (iii) unauthorised use of the Platform by any or your Authorised Users or anyone using the login information of any of your Authorised Users; (iv) any misuse of Confidential Information in relation to the Customer Data; or (v) and breach of the Privacy Act in relation to the Customer Data.
- You acknowledge and agree that:
- You are responsible for all users using the Platform, including your Personnel and any Authorised Users;
- Your use the Platform and any associated programs and files at your own risk;
- The Platform is provided as a software platform only and do not constitute legal, regulatory, AML/CTF or compliance advice. You remain solely responsible for complying with your obligations under applicable laws, including AML/CTF Legislation and AUSTRAC requirements;
- The Platform is designed to assist customers with certain compliance-related activities, including customer onboarding, customer due diligence, identity verification, record management, monitoring and compliance workflow administration;
- The Customer remains solely responsible for:
- identifying and understanding its legal and regulatory obligations;
- establishing, implementing and maintaining appropriate compliance policies, procedures and controls;
- conducting any required customer due diligence, monitoring, reporting, escalation and record-keeping activities; and
- ensuring compliance with all applicable AML/CTF Legislation, regulations and regulatory requirements.
- The Company does not warrant or represent that use of the Platform will ensure compliance with any AML/CTF Legislation, regulation, industry standard or regulatory requirement
- You are solely responsible for any decision made in reliance on verification results, screening results, risk scores, alerts or other outputs generated by the Platform.
- The technical processing and transmission of the Platform, including Customer Data, may be transferred unencrypted and involves:
- Transmissions over various networks;
- Changes to conform and adapt to technical requirements of connecting networks or devices;
- We may use third party service providers to host the Platform. If the providers of third-party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
- The Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services;
- We do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
- We are not responsible for the integrity or existence of any Customer Data on the Computing Environment, network or any device controlled by you or your Authorised Users;
- We may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.
- You will inform us if you have reasonable concerns relating to our provision of the Platform under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns.
- Australian Consumer Law (ACL)
- Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (“Statutory Rights”).
- If we breach your Statutory Rights, our liability to you is limited to:
- re-performance of the services; or
- The payment of the cost of having the services supplied to you again or, at our option, compensating you for the reduced value of the services you have received or refunding you the amount you have paid for the services to which your claim of failure of supply of the services relates.
- If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability to a person or legal entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.
- Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.
- Suspension
- The Company may immediately suspend or restrict the Customer's or any Authorised User's access to the Platform if:
- the Customer fails to pay any Fees when due;
- the Company reasonably believes that the Customer or an Authorised User has breached this Agreement;
- the Company reasonably considers that such suspension is necessary to protect the security, integrity or operation of the Platform;
- the Customer's use of the Platform is unlawful or may expose the Company to liability; or
- the Company is required to do so by Law or a regulatory authority.
- The Company will use reasonable efforts to notify the Customer of any suspension and the reasons for that suspension unless prohibited by Law or where immediate action is required.
- During any period of suspension, the Customer remains liable for all Fees payable under this Agreement.
- The Company will restore access to the Platform as soon as reasonably practicable after the circumstances giving rise to the suspension have been resolved.
- A suspension under this clause does not limit any other rights or remedies available to the Company under this Agreement or at Law.
- Termination
- The Parties may terminate this Agreement by a mutually signed agreement. All Subscription Forms in existence at the time of termination will also terminate.
- You are permitted to terminate this Agreement and request your Customer Account, and the User Accounts of any Authorised Users, to be deleted from the Platform at any time following the Minimum Subscription Period, provided that you have provided us with 90 days written notice (“Voluntary Notice Period”). We may otherwise agree that a Customer Account is deleted sooner by mutual agreement with you.
- If you want to terminate this Agreement prior to the expiration of the Minimum Subscription Period, you are permitted to do so by providing the Voluntary Notice Period, however all Fees applicable to the use and access of the Platform during the Minimum Subscription Period will remain payable to us unless we otherwise agreed.
- To the extent permitted by law, either Party may terminate this Agreement and any affected Subscription Form, if the other Party:
- Has breached a material term of this Agreement or a Subscription Form and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;
- Ceases operation without a successor to its business; or
- Is subject to an Insolvency Event.
- In the event of termination under this provision, all Fees are non-refundable except as required by ACL consumer guarantees.
- We may terminate this Agreement or a Subscription Form by providing you with five Business Days’ notice, in our sole discretion, if you fail to pay an invoice within 7 days of the invoice payment date.
- Consequences of Termination
- On termination of this Agreement or a Subscription Form:
- You must cease using the Platform and we will cease to provide the Platform;
- You are responsible for extracting all required Customer Data and User Content connected with your Customer Account from the Platform prior to the Termination Date;
- You agree that any payments made are not refundable;
- You must pay for access to the Platform provided under this Agreement including the use of the Platform which have been performed and have not yet been invoiced to you, and all other amounts due and payable under this Agreement, including under an indemnity, within 5 Business Days of termination;
- You must promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property;
- We must promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information;
- The avoidance of doubt, any provisions of this Agreement that by their nature survive the termination of this Agreement will remain in force after this Agreement Term; and
- We may remove your Customer Data and User Content connected with your Customer Account within one month of the date of termination or expiry of this Agreement.
- Upon expiry or termination of this Agreement or the applicable subscription, your access to the Platform and Customer Account (including all linked User Accounts) will cease immediately, unless otherwise agreed by us in writing. You acknowledge:
- It is your responsibility to download, export and retain any Customer Data and User Content that you require before the expiry or termination of your subscription.
- Following expiry or termination of this Agreement or the applicable subscription, we may permanently delete any Customer Data and User Content associated with your Customer Account without further notice and will have no obligation to maintain, store or make such Customer Data or User Content available to you.
- We are unable to delete encrypted back-ups of Customer Data from a specific Customer Account (if such back-ups exist) which is co-mingled with the Customer Data of other Customer Accounts. If there are encrypted back-ups for a Customer Account which are to be deleted, we will continue its usual procedure for creating encrypted back-ups such that the Customer Data for the specific Customer Account in any existing encrypted back-ups is superseded and/or deleted, and we also undertake not to extract Customer Data from any encrypted back-ups.
- The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement or a Subscription Form.
- Warranties
This is an important provision of this Agreement.
- The Company warrants that the Software will perform without documented defects (“Software Warranty”) for a period of ninety (90) days after the date of this Agreement (“Software Warranty Period”) provided that the licensed solutions are used in an approved Computing Environment. Customer must notify the Company in writing of any claim under the Software Warranty prior to the end of the Software Warranty Period (the “Software Warranty Notice”). Customer must give the Company sufficient access, including remote access, to the licensed solutions and Customer’s approved Computing Environment, and sufficient information and time, to allow the Company to replicate the documented defect. Customer’s exclusive remedy and the Company’s sole liability for breach of this warranty shall be for the Company to use commercially reasonable efforts to correct such document defect(s) set out in the Software Warranty Notice. Without limitation, the Company shall have no liability to Customer or any third party arising out of Customer’s failure to back-up the Software and the related data.
- Warranties related to any Third-Party Software or hardware, if any, shall be specified in the applicable order. Customer acknowledges that the Company is not the manufacturer or producer and therefore makes no warranties, conditions, representations or guarantees, express or implied, concerning hardware or Third Party Software, as applicable. So far as possible, the Company hereby assigns to Customer the manufacturer’s and producer’s warranties, if any, applicable to the hardware and Third Party Software, and Customer hereby accepts such assignment and agrees that its sole remedies are included thereunder. The Company makes no representations regarding the validity or enforceability of any such manufacturer’s or producer’s warranty.
- The Company warrants that the Maintenance will be performed in a professional manner consistent with generally accepted industry practise (the “Maintenance Warranty”). Written notice of any claim under the Maintenance Warranty must be made within thirty (30) calendar days of completion of the Maintenance which you allege was not performed consistently with the Maintenance Warranty. The Company’s sole obligation under the Maintenance Warranty shall be to re-perform the Maintenance which was not as warranted.
- Except for the warranties provided in this clause and to the maximum extent permitted by applicable law, the Software, Third Party software and hardware, as applicable, are provided “as is” and “with all faults”, and the Company disclaims all other warranties, representations, guarantees or conditions, express or implied, including the implied warranty and condition of merchantability, satisfactory quality, fitness for a particular purpose or the use of reasonable skill and care. Without limiting the generality of the foregoing, the Company makes no express or implied warranties, representations, guarantees or conditions of merchantability, fitness for a particular purpose, the use of reasonable skill and care, non-infringement, satisfactory quality, accuracy, freedom from error or that the Software, Third Party software, support, maintenance or hardware will meet all of Customer’s requirements. The Company makes no express or implied warranties, representations, guarantees or conditions with respect to any Third Party software or Third Party services provided with or as part of the Software, hardware or related services. The Company’s limited warranties do not apply to any software which has been modified or altered in any manner by anyone other than the Company or its authorised agent. Some states or jurisdictions may not allow the exclusion of certain or any express or implied warranties, representations, guarantees or conditions, so the above exclusion may not apply to the Customer. In that event, such warranties, representations, guarantees or conditions are limited in duration to the warranty period to the extent legally permissible.
- You acknowledge and agree that, where any order includes the provision of data, information, analyses, or models, the Company obtains its data from third-party sources, the data may not be completely thorough and accurate and you shall not rely on the Company for the accuracy or completeness of the data and/or information supplied. You accept all such data and/or information on an “as is” and “as available” basis.
- Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, representation, warranty, condition or other term, implied or imposed by any applicable law which cannot lawfully be excluded or limited. This may include any consumer law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, representation, warranty, condition or other term is implied or imposed concerning this Agreement under any consumer law or any other applicable law and cannot be excluded (a “Non-Excludable Provision”), and the Company is able to limit Customer’s remedy for a breach of the Non-Excludable Provision, then the liability of the Company for breach of the Non-Excludable Provision is limited to one or more of the following, at the Company’s option: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
- The Parties agree that it is Customer’s responsibility to determine whether the Software is suitable for Customer’s requirements. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever. The Customer represents and warrants to the Company that the Documentation and information provided by or on behalf of the Customer to the Company is true, complete, and accurate in all respects and is not misleading or deceptive or likely to mislead or deceive.
- The Customer warrants that it is either:
- a reporting entity, regulated business or professional services provider operating in Australia; or
- otherwise permitted by applicable Laws to use the Platform and receive the Services.
The Customer must notify the Company if there is any change to its regulatory status that may affect its eligibility to use the Platform.
- We are properly constituted and have the right and authority to enter into this Agreement;
- We will provide the Platform in accordance with all applicable Laws;
- We will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:
- By suitably competent and trained Personnel; and
- In an efficient and professional manner.
- You are a registered Australian Business and hold an Australian Business Number (ABN);
- There are no legal restrictions preventing you from agreeing to this Agreement;
- You are not subject to an Insolvency Event;
- You will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Platform, and as otherwise requested by us, from time to time, and in a timely manner;
- All information and documentation that you provide to us in connection with this Agreement is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
- You are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Platform to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
- You will maintain the confidentiality and security of any of your Account details or passwords;
- If applicable, you hold a valid ABN which has been advised to us; and
- If applicable, you are registered for GST purposes.
- Confidential Information
- Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other Party (Discloser) except:
- Where permitted by this Agreement;
- With the prior written consent of the Discloser;
- Where the Confidential Information is received from a third party, except where there has been a breach of confidence;
- On a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional Advisers; or
- Where the Recipient is compelled to do so by Law, provided that it gives the other Party written notice prior to disclosure;
- The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.
- Dispute Resolution and Mediation
- If a dispute arises out of or relates to the terms of this Agreement, neither Party may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
- A Party to this Agreement claiming a dispute (Dispute) has arisen under the terms of this Agreement, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (Dispute Notice).
- On receipt of the Dispute Notice by the other Party, the Parties to this Agreement must within seven days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
- If for any reason whatsoever, 21 days after the date of the Dispute Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by or his or her nominee and attend a mediation.
- It is agreed that mediation will be held in Victoria, Australia.
- The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
- All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" communications.
- If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation, and the mediator must do so.
- In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
- Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and signed by both the Company and the Customer.
- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- The Platform will be provided to you on a non-exclusive basis
- This Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.
- We reserve the right at any time and from time to time to change or remove features of the Platform provided that, where there is any material negative alteration to the functionality of the Platform in accordance with this clause, we will provide you with 20 Business Days’ notice and you may terminate this Agreement and Subscription Forms by written notice without Liability to us.
- We may engage subcontractors to perform the Platform on our behalf. Despite this, we retain responsibility for all our obligations under this Agreement.
- This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in this Agreement.
- No agency, partnership, joint venture, or employment is created as a result of this Agreement, and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
- All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
- This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria.
Executed as an agreement
EXECUTED in accordance with section 127 of the Corporations Act 2001 (Cth) by OneJuly Compliance Pty Ltd (ACN 698 932 663)
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Sandeep Bhalekar
Signature of Director
Sandeep Bhalekar
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Vasant Dhawale
Signature of Secretary / other Director
Vasant Dhawale
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Signed by Customer
EXECUTED in accordance with section 127 of the Corporations Act 2001 (Cth) by Your practice
Customer electronic signature
Sign below to execute this agreement