Summary
These Terms apply when you, as a Client, use Annature to perform identity verification services for your customers or other individuals (Requested Recipients). They describe the Services Annature provides, your obligations when using those Services and handling Collected Information, how fees are charged, intellectual property rights, confidentiality, privacy, liability, and how disputes are resolved. By requesting or using the Services, you agree to these Terms.
Background
Annature agrees to provide and facilitate identity verification services to you as the Client for your Requested Recipients. These Services may include, but are not limited to, independent verification of Collected Information with relevant entities using Annature’s subcontractors.
These terms and conditions apply to any Services that Annature provides to you with respect to a Requested Recipient. By accepting or using the Services, you confirm that you have read, understood and agree to these Terms.
In these Terms, Annature, we or us means Annature Pty Ltd ACN 642 595 015 and its Personnel. You or Client means the person or entity requesting the Services from time to time.
Services
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.
Service requests
You may place a Service Request with Annature by requesting that Annature provide the Services to a Requested Recipient through the Platform.
Following a Service Request, Annature will offer to provide the Services to the Requested Recipient, subject to the Recipient Terms.
You acknowledge and agree that Annature is not responsible for whether the Requested Recipient agrees to receive the Services or for the timeliness of any response by the Requested Recipient.
Standard of services
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.
Annature must maintain, at its cost, any licences, accreditations, certifications or registrations required by law to perform the Services.
Client’s obligations
You must only use the Services for a lawful and reasonable purpose, and you must not use the Services in any way to harass, intimidate or otherwise unreasonably offend a Requested Recipient.
You must have all resources necessary to access and use the Platform, including appropriate hardware, software, telecommunications resources and internet access.
You must co-operate with Annature in all matters relating to the Services and provide Annature with true and relevant information regarding each Requested Recipient.
You must 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.
Client representative
You nominate the Client Representative as your primary contact for your Account.
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.
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 any new Client Representative to undertake identity verification services in their personal capacity at any time.
You warrant that the Client Representative has the authority necessary to bind you in relation to any matters arising from these Terms.
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, or where you, your Personnel or such third party is a direct competitor of Annature or operates products or services in direct competition with Annature.
Fees and invoicing
In consideration of Annature providing the Services, you must pay the Fees to Annature.
The Fees are exclusive of GST and other similar taxes and surcharges and are net of withholding or other similar taxes.
Annature will invoice you for the Fees in accordance with the process and conditions set out in your Account. You must pay the Fees to Annature within 14 days of receipt of an invoice.
Collected information
You acknowledge and agree that, as part of the Services, your Authorised User may have the opportunity to view, use and receive Collected Information.
Annature will implement and maintain security measures with respect to the Collected Information in accordance with Good Industry Practice.
Client’s obligations
Before an Authorised User uses or receives any Collected Information, you must ensure that you and the Authorised User only use Collected Information in accordance with all applicable laws, regulations, rules and other codes of conduct, and only for lawful purposes consented to by the Requested Recipient.
You must implement appropriate security measures to protect all Collected Information. This includes using encrypted processes for downloading and managing Collected Information, using two-factor authentication for your Account, adopting and using appropriate storage and archiving processes (both electronic and physical) that are secure against any unauthorised disclosure of Collected Information (including to unauthorised people within your organisation), and ensuring that the Authorised User is a fit and proper person.
You must maintain the integrity and security of all Collected Information at all times.
Intellectual property rights
All Intellectual Property Rights in the Services and the Platform are and remain the property of Annature. Annature reserves the right to grant a licence to use the Services and the Platform to any third party.
You must do all things reasonably required by Annature to perfect its right, title and interest in and to the Intellectual Property Rights in the Services and the Platform.
You must use reasonable endeavours to prevent any infringement of Annature’s Intellectual Property Rights in the Services and the Platform and promptly report any infringement that comes to your attention.
Licence to use the Platform
Annature grants you a revocable, non-exclusive, non-transferable and royalty-free right to use the Platform to the extent necessary to obtain the full benefit of the Services.
Intellectual property in Collected Information
As between the parties, all Intellectual Property Rights in the Collected Information remain the property of the Requested Recipient. Nothing in these Terms gives either party any rights to those Intellectual Property Rights.
Analytics
You agree that Annature may extrapolate, analyse, adapt and otherwise interrogate any information or 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 it considers appropriate. Any Intellectual Property Rights arising from or in connection with this will be owned by Annature.
Client’s warranty and indemnity
You warrant that you hold all necessary licences or consents relating to all Intellectual Property Rights in the Collected Information and that, in utilising any Collected Information, Annature will not infringe, violate or otherwise conflict with any Intellectual Property Rights owned by a third party.
You indemnify Annature from and against any liability arising out of any claim by a third party (including a Requested Recipient) that the Collected Information violates or infringes any Intellectual Property Rights owned by that third party.
Annature’s warranty and indemnity
Annature warrants that it owns, or holds any necessary licence to, all Intellectual Property Rights in the Services and the Platform, and that 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.
Annature indemnifies you from and against any liability arising out of any claim by a third party that the Services or the Platform violate or infringe any Intellectual Property Rights owned by that third party.
Restrictions on use
You agree to promptly report to Annature any errors, defects or malfunctions in relation to the Services or the Platform. You must not do anything that is intended or reasonably likely to damage, impair, interrupt or interfere with the provision of the Services or the Platform. You must not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the Services or the Platform or create a derivative work from them. You must not purport to grant a third party any right to access or use the Services or the Platform except as Annature permits in writing.
Termination
Either party may terminate these Terms with immediate effect by giving written notice to the other party if the other party commits a material breach and fails to remedy that breach within 14 days after being notified in writing to do so, repeatedly breaches these Terms such that it appears unwilling or unable to give effect to them, or suffers an Insolvency Event.
Termination by Annature
Annature may terminate these Terms immediately if you breach the Acceptable use policy or at any time without cause.
Obligations on termination or expiry
On termination or expiry of these Terms, Annature will cease providing the Services to you. You will be able to continue to access your Account to use and receive Collected Information for 60 days after termination or expiry.
You must pay or authorise payment of all amounts owing on demand to Annature.
Each party must, on request by the other party, return or destroy all Confidential Information. However, a party may retain any Confidential Information that is archived or backed up in the ordinary course of its business. The confidentiality obligations in these Terms continue to apply to that Confidential Information until it is returned or destroyed.
Survival
Certain provisions of these Terms continue after expiry or termination. Termination does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
Confidentiality
Each party agrees, and must ensure that each of its Personnel agrees, to hold in strict confidence all Confidential Information of the other party, to use that Confidential Information solely to perform or exercise their rights under these Terms, to not disclose that Confidential Information to any third party, and to use 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.
These confidentiality obligations do not apply where the Confidential Information has entered the public domain other than as a result of a breach of these Terms, to the extent necessary to enable disclosure required by law, or to any disclosure agreed in writing between the parties.
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.
Limited warranty and exclusion of liability
This clause sets out the entire financial liability of the parties (including liability for the acts or omissions of their Personnel) to each other in respect of any breach of these Terms, any use of the Services, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
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 is excluded, except to the extent that the injury, loss, damage, cost or expense arises from the grossly negligent act or omission of a party.
You are solely responsible, as against Annature, for any opinions, recommendations or other conclusions made, or actions taken, by you or any third party based wholly or partly on results obtained from your use of the Services.
Annature has no liability for any loss, destruction, unauthorised access or use or other damage arising from or relating to the Collected Information, including once Collected Information is downloaded by you from the Platform. Annature has no liability with respect to any Collected Information that you download or otherwise access outside of the Platform.
Annature has no liability for any damage caused by errors or omissions in any information or instructions, including Collected Information, that you or a Requested Recipient provides to Annature in connection with the Services.
All warranties, representations, conditions and all other terms of any kind implied by statute or common law are excluded from these Terms.
Mitigation
Each party must mitigate any loss it suffers as a result of a breach by the other party of these Terms or any warranty or indemnity provided under these Terms.
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 Annature’s option, limited to reprovision of the Services or refund of any amount you (or someone on your behalf) paid for the Services.
Consequential loss
To the extent permitted by law, neither party nor their Personnel is liable to the other party for any Consequential Loss.
Australian Consumer Law
If the Australian Consumer Law applies to the supply of goods or services under these Terms, Annature acknowledges that its services come with guarantees that cannot be excluded. The mandatory notice under section 102(1) of the Australian Consumer Law applies and describes your rights where there is a major failure with goods or services, including rights to cancel, obtain refunds, and be compensated for reasonably foreseeable loss or damage.
Privacy
Annature agrees to comply with its Privacy Policy and all applicable requirements of the Privacy Legislation in performing the Services.
You agree to comply with all applicable requirements of the Privacy Legislation in relation to any Collected Information or other information you collect from a Requested Recipient in connection with the Services.
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 Collected 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.
Annature must notify you immediately if it becomes aware of any security incident affecting its network and information systems that could potentially affect you, and must respond without delay to all queries and requests for information from you about any such security incident, whether discovered by Annature or by you.
Except where consent has otherwise been obtained from the Requested Recipient, each party agrees to use Collected Information and any personal information regarding the Requested Recipient strictly for the purposes of fulfilling its obligations under these Terms.
Force majeure
Neither party is liable for any delay or failure to perform its obligations in a timely manner under these Terms if that delay or failure is due to a Force Majeure Event.
If a Force Majeure Event continues for 60 consecutive days, either party may terminate the Services affected by the Force Majeure Event by written notice to the other party.
Dispute resolution
A party claiming that a dispute has arisen must notify the other party in writing, specifying the nature of the dispute. Representatives of both parties who have authority to negotiate and settle the dispute must try in good faith to resolve it within 14 days.
If the dispute is not resolved within 14 days of notice, the parties must in good faith attempt to resolve it by mediation. If they cannot agree on a mediator within 21 days, either party may apply to the President of the Law Society of Queensland (or nominee) to appoint a mediator. The parties must comply with the mediator’s instructions. If the dispute is not resolved within 21 days of the mediator’s appointment, the mediation ceases.
The parties will be jointly responsible for mediation fees and each party will bear its own costs. Mediation will be held in Brisbane, Queensland. The parties may be legally represented. The mediation will not be bound by the rules of natural justice and the mediator may discuss the dispute with a party in the absence of the other party and its advisers.
Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.
Variations
If a variation to these Terms would have a material adverse effect on you, Annature may vary these Terms by giving you at least 14 days’ notice before the variation takes effect. If you do not agree with the variation, you may terminate these Terms without penalty by giving written notice before the variation takes effect. Annature will give you an additional notice 3 days before the end of that period.
If a variation would not have a material adverse effect on you, Annature may vary these Terms by giving you at least 14 days’ notice before the variation takes effect.
Entire agreement
These Terms supersede all previous agreements about their subject matter and embody the entire agreement between the parties.
No waiver
The failure of either party at any time to enforce any term or to exercise any right under these Terms does not constitute a waiver of such right. A single or partial exercise or waiver of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A right under these Terms may only be waived in writing signed by the party granting the waiver.
Relationship
Annature is an independent contractor of the Client. These Terms do not create a relationship of employment, trust, agency, partnership, power of attorney or joint venture between Annature and the Client.
Governing law and jurisdiction
These Terms are governed by the law of Queensland. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts.
Severability
If any clause or part of a clause is illegal or unenforceable, it may be severed and the remaining provisions continue in force. If any provision is adjudicated unlawful or unenforceable, that provision is severed and all remaining provisions remain in force.
Assignment and subcontracting
You must not assign or otherwise deal with any of your rights or obligations under these Terms without Annature’s prior written consent.
Annature may assign, novate or transfer any of its rights or obligations under these Terms without your prior written consent and you must execute all documents reasonably required to give effect to such arrangements.
Annature may subcontract any of its rights or obligations under these Terms without your consent. You acknowledge and agree that Annature’s subcontractors may also subcontract their rights or obligations without your consent.
Further assurances
Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by them.
No merger
The rights and obligations of the parties under these Terms do not merge on completion of any transaction contemplated by these Terms.
Costs
Each party bears its own costs in relation to the preparation and acceptance of these Terms.
Notices
Any notice, consent or communication under these Terms must be in writing, signed by or on behalf of the sender, addressed to the recipient, and delivered by hand, prepaid mail or email to the address specified in these Terms.
A notice is taken to be given and received: on the day it is hand delivered; three Business Days after posting (if sent within Australia) or seven Business Days after posting (if sent from outside Australia); or, if sent by email, on the day it leaves the sender’s mail server if that is before 5.00 pm on a Business Day, or on the next Business Day in any other case, unless the sender receives an automated message (other than an “out of office” or similar) that it has not been delivered within two hours.
Defined terms and interpretation
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 person nominated by the Client as 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; to Requested Recipients, clients, employees, sub-suppliers or other persons doing business with a party; to the terms and existence of these Terms; or to the Intellectual Property Rights of a party. It also includes information which is by its nature confidential, designated as confidential, or which the other party knows or ought to know is confidential, and includes all trade secrets, know-how, marketing, financial and Requested Recipient information, forecasts, strategies and other commercially valuable information of a party.
Consequential Loss means any consequential, special, indirect or incidental loss including loss of profit, revenue, business interruption, business, opportunity, reputation, or loss in connection with breach of third party contracts or arrangements.
Fee means the fee set out by Annature in the Platform or otherwise on an invoice in connection with these Terms in respect of the Services.
Good Industry Practice means practices followed when work is undertaken 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 worldwide, including copyright, moral rights, patents, registered and unregistered trade marks, designs, trade secrets, know-how, rights in semiconductors and circuit layouts, trade or business or company names, indications of source or appellations of origin, and any right to register such rights.
Law means legislation (including regulations, by-laws and other subordinate legislation), instruments authorised under legislation (including 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) and any ancillary instruments under it; the Australian Privacy Principles in Schedule 1 to the Privacy Act; and all other laws, regulations, registered privacy codes, privacy policies and contractual terms applicable in the jurisdiction where the Services are 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 the 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 a Requested Recipient.
Services means the identity verification services described in these Terms that Annature provides to the Client in relation to a Requested Recipient.
Term means the period commencing on your acceptance of these Terms or the Services and continuing until the Services are provided by Annature, unless terminated earlier in accordance with these Terms.
Interpretation
In these Terms, a reference to a party includes that party’s successors, permitted substitutes and permitted assigns. A reference to a document or agreement (including these Terms) is to that document or agreement as amended, supplemented, varied or replaced. A reference to legislation or to a provision of legislation includes any amendment, re-enactment or replacement of it and any subordinate legislation issued under it. If any day on or by which a person must do something is not a Business Day, then they must do it on or by the next Business Day. A reference to “$” or “dollar” is to Australian currency.