Identity verification Terms and Conditions (Client)

1. Background

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.

c. In these Terms, Annature, we or us means Annature Pty Ltd ACN 642 595 015 and their Personnel and you or Client means the person(s) requesting the Services from time to time

2. Services

2.1 General

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.

b. Annature must maintain, at its cost, any licences, accreditations, certifications or registrations required by law to perform the Services.

3. Client's obligations

3.1 General

You must:

• only use the Services for a lawful and reasonable purpose and not use the Services in any way to harass, intimidate or otherwise unreasonably offend the Requested Recipient;
  
• have all resources necessary to access and use the Platform including hardware, software, telecommunication resources and internet access;
  
• co-operate with Annature in all matters relating to the Services;
  
• provide Annature with true and relevant information regarding the Requested Recipient; and
  
• comply with: all applicable Laws in relation to the Services; all of Annature’s instructions and directions relating to the Services; Annature’s recommendations from time to time in relation to your network and use of the Platform; and these Terms.
  

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.

3.3 Prohibition

You must not, and must not permit your Personnel or any third party to, access or use the Services or the Platform:

• to develop, construct or operate products or services in competition with the Services or the Platform;
  
• where you, your Personnel or such third party is a direct competitor of Annature or operates products or services which are in direct competition with Annature
  

4. Fees and invoicing

4.1 Fees

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.

c. Annature will invoice you for the Fees in accordance with the process and other conditions set out in your Account. You must pay the Fees to Annature within 14 days of receipt of an invoice

5. Collected Information

5.1 General

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:

• only use the Collected Information in accordance with all applicable laws, regulations, rules and other codes of conduct and for a lawful purpose consented to by the Requested Recipient;
  
• implement appropriate security measures to protect all Collected Information including without limitation: using encrypted processes for the downloading and management of Collected Information; using two-factor authentication used for your Account; adopts and uses appropriate storage and archive processes (including electronic and physical) that are secure against any unauthorised disclosure of Collected Information (including to unauthorised people (for example employees) within any the relevant organisation); and ensuring that the Authorised User is a fit and proper person.
  

maintains the integrity and security of all Collected Information at all times.

6. Intellectual Property Rights

6.1 Ownership

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.

6.2 License

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.

6.4 Analytics

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:

• you hold all necessary licence of or consents relating to all Intellectual Property Rights in the Collected Information; and
  
• in utilising any Collected Information, Annature will not infringe, violate or otherwise conflict with any Intellectual Property Rights owned by a third party.
  

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:

• it owns, or holds any necessary license of, all Intellectual Property Rights in the Services and the Platform; and
  
• in utilising the Services and the Platform, you will not infringe, violate or otherwise conflict with any Intellectual Property Rights owned by a third party.
  

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:

• promptly report to Annature any errors, defects or malfunctions in relation to the Services or the Platform;
  
• not do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with the provision of the Services or the Platform;
  
• not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the Services or the Platform or create a derivative work from the Services or the Platform by any means; or
  
• not purport to grant to a third party any right to access or use our Services or the Platform except as Annature permits in writing.
  

7. Termination

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:

• the other party commits a material breach of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
  
• the other party repeatedly breaches any term of these Terms in such a manner as to reasonably justify the opinion that their conduct is inconsistent with them having the intention or ability to give effect to these Terms; or
  
• the other party suffers an Insolvency Event
  

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.

• Annature will cease to provide the Services to the Client. You will be able to continue to access your Account to use and receive the Collected Information for 60 days after termination or expiry;
  
• the Client will pay or otherwise authorise payment of all amounts owing on demand to Annature; and
  
• each party will, on request of the other party, return to the other party or destroy all Confidential Information, provided that a party may retain any Confidential Information that is archived or otherwise backed-up in the ordinary course of its business and the obligations in clause 8 will continue to apply to that Confidential Information until such time as it is returned or destroyed.
  

7.4 Survival

a. Clauses 5, 5, 7.2, 8 to 11 and 13 to 15 survive the expiry or earlier termination of these Terms.

b. Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

8. Confidentiality

a. Each party agrees to, and shall ensure each of their Personnel:

• hold in strict confidence all Confidential Information of the other party;
  
• use the Confidential Information solely to perform or to exercise their rights under these Terms;
  
• not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and
  
• use their best endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying by third parties.
  

b. The obligations in clause 8 do not aply:

• where the Confidential Information has entered the public domain other than as a result of a breach by the Client of these Terms;
  
• to the extent necessary to enable disclosure required by law; or
  
• not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and
  

9. Indemnity

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. Limited warranty and exclusion of liability

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:

• any breach of these Terms;
  
• any use made of the Services; and
  
• any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms
  

b. As far as the law permits and unless otherwise specified in these Terms:

• all liability to a party for any injury, loss damage, cost or expense relating to or arising from these Terms, except to the extent that the injury, loss, damage, cost or expense arises from the grossly negligent act or omission of a party, is excluded;
  
• the Client shall be solely responsible, as against Annature, for any opinions, recommendations, or other conclusions made or actions taken by the Client or any other third party based (wholly or in part) on the results obtained from its use of the Services;
  
• Annature shall have no liability for any loss, destruction, unauthorised access or use or other damage arising from or relating to the Collected Information including without limitation once such Collected Information is downloaded by the Client from the Platform;
  
• Annature shall have no liability with respect to any Collected Information that the Client downloads or otherwise accesses outside of the Platform;
  
• Annature shall have no liability for any damage causedby errors or omissions in any information or instructions,including without limitation the Collected Information,that the Client or the Requested Recipient provides to itin connection with the Services; and
  
• all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms
  

10.2 Mitigation

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:

• reprovision of the Services; and
  
• refund of any amount paid by you or on your behalf for receipt of the Services.
  

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:

• to cancel your service contract with us; and
  
• refund of any amount paid by you or on your behalf for receipt of the Services.
  

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

11. Privacy

a. Annature agrees to comply with its Privacy Policy and all applicable requirements of the Privacy Legislation in performing the Services.

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.

e. Except where consent has otherwise been obtained from the Requested Recipient, each party agrees to use the Collected Information and any personal information regarding the Requested Recipient strictly for the purposes of fulfilling their obligations under these Terms.

12. Force Majeure

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.

b. If a Force Majeure Event continues for a period of 60 consecutive days, then either party may terminate the Services affected by the Force Majeure Event by providing written notice to the other party

13. Dispute Resolution

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:

• if the parties fail to agree on the appointment of a mediator within 21 days of the Dispute Notice being given, either party may apply to the President of the Law Society of Queensland or the nominee of the President to nominate a mediator (which nomination the parties must accept);
  
• if the mediator accepts the appointment, the parties must comply with the mediator’s instructions;
  
• if the Dispute is not resolved within 21 days of the appointment of a mediator, the mediation ceases;
  
• the parties will be jointly responsible for the fees of the mediation, and each party is to bear their own costs in relation to the mediation;
  
• the mediation will be held in Brisbane, Queensland;
  
• the parties may be legally represented at the mediation; and
  
• the mediation will not be bound by the rules of natural justice and may discuss the Dispute with a party in the absence of any other party and their advisers.
  

e. Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.

14. General

14.1 Variations

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

14.4 Relationship

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

14.6 Severability

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

14.10 Costs

Each party bears its own costs in relation to the preparation and acceptance of these Terms.

14.11 Notices

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

• if it is hand delivered, on the day it is given;
  
• if it is sent by post, three Business Days after posting (if within Australia) or seven Business Days after posting (if outside Australia); and
  
• if it is sent by email, that day, if the time of departure from the sender's mail server is before 5.00pm on a Business Day, or the next Business Day in any other case, unless the sender receives an automated message generated by the recipient's mail server (other than an 'out of office' message or other response generated by or at the instigation of the recipient) that the email has not been delivered within two hours.
  

15. Defined terms & interpretation

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:

• relating to the business and affairs of a party;
  
• relating to the Requested Recipient, clients, employees, sub-suppliers or other persons doing business with a party;
  
• relating to the terms and existence of these Terms;
  
• relating to the Intellectual Property Rights of a party;
  
• which is by its nature confidential;
  
• which is designated as confidential by a party; or
  
• which the other party knows or ought to know, is confidential,
  

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:

• in a sound and workmanlike manner;
  
• with due care and skill;
  
• to the standard expected of an experienced and competent supplier of similar goods or services; and
  
• in accordance with all applicable laws.
  

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

Law means:

• legislation including regulations, by-laws and other subordinate legislation;
  
• instruments authorised under legislation to be made by any authority, including without limitation planning instruments and local laws;
  
• any rules or codes of conduct; and
  
• common law.
  

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:

• the Privacy Act 1988 (Cth) (Privacy Act) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;
  
• the Australian Privacy Principles (or APPs) contained in schedule 1 of the Privacy Act; and
  
• all other laws, regulations, registered privacy codes, privacy policies and contractual terms applicable in the jurisdiction where the Services are being provided that relate to the processing of personal information.
  

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

15.2 Interpretation

In these Terms:

• a reference to a party to these Terms or any other document or agreement includes the party's successors, permitted substitutes and permitted assigns;
  
• a reference to a document or agreement (including a reference to these terms) is to that document or agreement as amended, supplemented, varied or replaced;
  
• a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
  
• if any day on or by which a person must do something under these Terms is not a Business Day, then the person must do it on or by the next Business Day; and
  
• a reference to '$' or 'dollar' is to Australian currency.