Last updated: May 25, 2023
a. Annature agrees to provide and otherwise facilitate the Client with identity verification services for its Requested Recipients (Services). These Services may include, but are not limited to, independent verification of the Collected Information with relevant entities using Annature’s subcontractors.
b. These terms and conditions (Terms) apply to any Services that Annature provides to a Client with respect to a Requested Recipient. By accepting the Services, the Client confirms that it has read, understood and agree to these Terms.
You acknowledge and agree that Annature may vary the scope of the Services from time to time. Any additional or varied services provided by Annature will be governed by these Terms.
2.2 Service Requests
a. You may place a Service Request with Annature by requesting that Annature provide the Services to the Requested Recipient through the Platform.
b. Following a Service Request, Annature will offer to provide the Services to the Requested Recipient subject to the Recipient Terms.
c. You acknowledge and agree that Annature is not responsible for the Requested Recipient agreeing to receive the Services or any timeliness of the Requested Recipient doing so
2.3 Standard of Services
a. Annature agrees to perform the Services: with due care, skill and diligence in a timely manner; and in accordance with all applicable Laws relating to performance of the Services.
3.2 Client Representative
a. You nominate the Client Representative as your primary contact for your Account.
b. You acknowledge and agree that Annature may require the Client Representative to undertake identity verification services in their personal capacity at any time during the Term.
c. You must not change the Client Representative without first providing Annature with at least 14 days’ prior written notice of the proposed change. Annature may require that any new Client Representative undertake identified verification services in their personal capacity at any time.
d. You warrant that the Client Representative has the necessary authority to bind you with respect to any matters arising from this document.
You must not, and must not permit your Personnel or any third party to, access or use the Services or the Platform:
a. In consideration of Annature providing the Services, you must pay the Fees to Annature.
b. The Fees are exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.
a. You acknowledge and agree that, as part of the Services, its Authorised User may have the opportunity to view, use and receive the Collected Information.
b. Annature will implement and maintain security measures with respect to the Collected Information in accordance with Good Industry Practice.
5.2 Client's obligations
Prior to the Authorised User using or receiving any Collected Information, you must, and must ensure that the Authorised User:
a. The Intellectual Property Rights in the Services and the Platform are, and shall remain the property of, Annature. Annature reserves the right to grant a licence to use the Services and the Platform to any third party.
b. The Client must do all things that Annature reasonably requires to perfect its right, title and interest in and to the Intellectual Property Rights in the Services and/or the Platform.
c. The Client shall use reasonable endeavours to prevent any infringement of Annature’s Intellectual Property Rights in the Services and/or the Platform and shall promptly report to Annature any such infringement that comes to its attention.
Annature grants the Client a revocable, non-exclusive, nontransferable and royalty-free right to use the Platform to the extent necessary to obtain the full benefit of the Services.
6.3 Collected Information
As between the parties, all Intellectual Property Rights in the Collected Information remain the property of the Requested Recipient, and nothing in these Terms shall be construed as giving either party any rights to such Intellectual Property Rights.
You agree that Annature may extrapolate, analyse, adapt and otherwise interrogate any information or other data arising from or in connection with the Services on an anonymised and de-identified basis for the purpose of improving its services and product offerings and for any other purpose that it considers appropriate. Any Intellectual Property Rights arising from or in connection with this will be owned by Annature.
6.5 Client's warranty and indemnity
a. You warrant that:
b. You indemnify Annature from and against any liability arising out of any claim by a third party (including the Requested Recipient) that the Collected Information violates or infringes any Intellectual Property Rights owned by a third party.
6.6 Annature's warranty and indemnity
a. Annature warrants that:
b. Annature indemnifies you from and against any liability arising out of any claim by a third party that it and the Services or the Platform violates or infringes any Intellectual Property Rights owned by a third party.
6.7 Restrictions on use
You acknowledge and agree that you will:
7.1 Termination for cause
Either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
7.2 Termination by Annature
Annature may terminate these Terms immediately at any time without cause by providing written notice to you.
7.3 Obligations on termination or expiry
Annature may terminate these Terms immediately at any time without cause by providing written notice to you.
a. Clauses 5, 5, 7.2, 8 to 11 and 13 to 15 survive the expiry or earlier termination of these Terms.
a. Each party agrees to, and shall ensure each of their Personnel:
b. The obligations in clause 8 do not aply:
You indemnify, and agree to keep indemnified, Annature from and against all Claims arising from or in connection with the Collected Information, except to the extent directly caused by Annature’s wilful misconduct or gross negligence.
10.1 Limitation of Liability
a. This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their Personnel) to each other in respect of:
b. As far as the law permits and unless otherwise specified in these Terms:
Each party must mitigate any loss they suffer as a result of the breach by the other party to these Terms or any warranty or indemnity provided under these Terms
10.3 Maximum liability
To the maximum extent permitted by law, Annature’s total liability under or in connection with the provision of the Services is, at the option of Annature:
10.4 Consequential Loss
Notwithstanding clause 10.3 and to the extent permitted by law, neither party, nor their Personnel, shall be liable to the other party for any Consequential Loss.
10.5 Australian Consumer Law
If the Australian Consumer Law applies to the supply of goods or services under these Terms, Annature acknowledges and agrees that its services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the Client will apply.
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
b. You agree to comply with all applicable requirements of the Privacy Legislation in relation to any Collected Information or other information that you collects from the Requested Recipient in connection with the Services.
c. Without prejudice to the generality of clause 11(a), you agree and warrant that you have all necessary and appropriate consents and notices in place to enable lawful transfer to Annature of any personal data or information, including without limitation in connection with the Collection Information, for the duration and purposes of these Terms so that Annature may lawfully use, process and transfer the personal data in accordance with these Terms
d. Annature shall notify you immediately if you become aware of any security incident affecting its network and information systems that could potentially affect you and shall respond without delay to all queries and requests for information from you about any security incident, whether discovered by Annature or by you.
a. Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to these Terms if such delay is due to a Force Majeure Event.
a. Neither party may commence court proceedings concerning any dispute between the parties arising out of or in relation to these Terms (Dispute), unless the party starting the proceedings has complied with this clause 13.
b. A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice)
c. Following the Dispute Notice being given, a representative of both parties with authority to negotiate and settle the Dispute must endeavour in good faith to resolve the Dispute within 14 days
d. If the Dispute is not resolved within 14 days of the Dispute Notice being given, the parties must endeavour in good faith to resolve the Dispute by mediation as follows:
e. Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.
Where a variation to these Terms would:
a. have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect, provided that if you do not agree to the variation, you may terminate these Terms without penalty by providing us with written notice prior to the date that the variation will take effect. We will give you an additional notice 3 days before the expiration of that period; or
b. not have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect.
14.2 Entire agreement
These Terms supersedes all previous agreements about its subject matter. These Terms embodies the entire agreement between the parties.
14.3 No waiver
a. The failure of either party at any time to enforce any of the terms or provisions of these Terms or to exercise any right under these Terms does not constitute a waiver of any such right or affect the party's privilege to enforce that right
b. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
c. A right under these Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver
Annature is an independent contractor of the Client and these Terms does not create a relationship of employment, trust, agency, partnership, power of attorney, or of joint venture between Annature and the Client
14.5 Governing law and jurisdiction
Queensland law governs these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts
a. A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.
b. If any provision of these Terms is deemed to be or is adjudicated to be unlawful or unenforceable, such provision is 17.344943 Merchant terms and conditions Page 5 to be severed from these Terms and all other remaining provisions remain in force.
14.7 Assignment and subcontracting
a. The Client must not assign or otherwise deal with, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of Annature.
b. Annature may assign, novate or otherwise transfer, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the Client. The Client shall execute all documents reasonably required to give effect to this clause.
c. Annature may subcontract, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the Client. You acknowledge and agree that any such subcontractors may also subcontract, in whole or in part, any of their rights and obligations, without the prior written consent of you
14.8 Further assurances
Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by it.
14.9 No merger
The rights and obligations of the parties under these Terms do not merge on completion of any transaction contemplated by these Terms
Each party bears its own costs in relation to the preparation and acceptance of these Terms.
a. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person's address as set out in these Terms
b. A notice, consent or communication is given and received
15.1 Defined terms
In these Terms:
Account means your account on the Platform related to the provision of the Services.
Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth)
Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
Claim means any claims, losses, damages, liabilities, demands, suits, expenses and costs.
Client Representative means the nominated by the Client who is to be the Client’s primary contact for the Account.
Collected Information means any information collected by Annature or its Personnel from a Requested Recipient pursuant to a Service Request.
Confidential Information means any information:
and includes all trade secrets, knowhow, marketing, financial and Requested Recipient information, forecasts, and strategies and any other commercially valuable information of a party
Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements
Fee means the fee set out by Annature with respect to the Services in the Platform or otherwise on an invoice issued in connection with these Terms
Good Industry Practice means practices followed when work isundertaken in accordance with all of the following:
GST means goods and services tax.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes but is not limited to any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights
Personnel means a party’s directors, officers, employees, agents, contractors and subcontractors, as the context permits.
Platform means the website, app or other platform that Annature uses in connection with the Services
Privacy Legislation means:
Recipient Terms means Annature’s standard terms and conditions relating to the supply of the Services to Requested Recipients as set out on the Platform from time to time
Requested Recipient means the recipient of Services as nominated by the Client.
Service Request means the order submitted by the Client through the Platform for the provision of the Services in relation to the Requested Recipient
Services has the meaning given to that term in clause 1(a).
Term means the term commencing on acceptance by the Client of these Terms or the Services and continuing until the Services are provided by Annature unless terminated earlier under clause 7.1
In these Terms: