Summary
These Terms apply when a third-party client asks Annature to verify your identity and, where that client requires it, to conduct additional compliance checks in relation to your identity. They describe what the Services involve, what Annature is responsible for, what you must provide, how your information may be used, and the limits of liability. By accepting the verification request, you agree to these Terms and consent to Annature collecting, using, and disclosing your information for the purpose of providing the Services.
Services
Annature provides and facilitates identity-related compliance services to third-party clients who may request that such services be provided to you. These Services may include verification of your identity using the information you provide, independent verification of that information using Annature's subcontractors, and where the Client requires it, additional compliance checks that involve matching your information against sanctions lists, Politically Exposed Person registers, adverse media databases, and other compliance datasets.
These Terms apply to any Services Annature provides to you at the request of a Client. By accepting the Services, you confirm that you have read, understood and agreed to these Terms.
In these Terms, Annature, we or us refers to Annature Pty Ltd ACN 642 595 015 and its Personnel. You or Requested Recipient refers to the person using the Services.
Annature’s obligations
Annature agrees to perform the Services with due care, skill and diligence, in a timely manner and in accordance with all applicable laws and regulations. Annature will maintain, at its own cost, all licences, accreditations, certifications or registrations required by law to perform the Services.
You acknowledge and agree that the scope of the Services is limited to reviewing and verifying your identity using the information you provide. Annature is not responsible for any advice, services or products supplied to you by the Client. Annature may vary the scope of the Services from time to time, and any varied or additional services will be governed by these Terms.
Your obligations and consent
You agree to provide Annature with the information necessary to perform the Services, to cooperate with Annature and act reasonably in connection with the Services, and to comply with these Terms and all applicable laws, regulations, rules and codes of conduct.
You acknowledge and agree that the information you provide is true, accurate and relevant. You consent to Annature collecting, using, and disclosing the information as reasonably necessary to provide the Services, including for the purpose of conducting identity verification and any additional compliance checks the Client requires.
You acknowledge that Annature may provide the information to its Personnel, its subcontractors, or the Client in connection with the Services, and that Annature will implement and maintain security measures in accordance with Best Industry Practice. The scope of Services provided in relation to you is determined by the Client and may include one or more of identity verification, AML/CTF screening, adverse media checks, and ongoing monitoring against sanctions, PEP, and adverse media datasets. The information you provide may be used for all such purposes. Annature is not required to notify you of the specific checks conducted in relation to your information, and results of any compliance checks are provided to the Client rather than to you.
If the information you provide is materially inaccurate, misleading or incomplete such that, in Annature’s opinion, the Services or associated fees require adjustment, Annature may revise or amend the scope of the Services.
You must not, and must not permit any third party to, use the Services or the Platform to develop, construct or operate products or services in competition with Annature, or where you or that third party is a direct competitor of Annature.
Compliance checks and outcome
Where the Client requires additional compliance checks in relation to you, Annature or its subcontractors will match your information against sanctions lists, PEP registers, adverse media databases, and other compliance datasets. These checks may return results that indicate matches or potential matches against these datasets. Matches returned by these checks may be false positives that share attributes such as name or date of birth with you but do not actually refer to you.
The results of any compliance checks are provided to the Client. Annature does not make decisions on the basis of these results and does not determine whether the Client should engage with you or provide services to you. Any decision by the Client to establish, continue, or terminate a business relationship with you is made by the Client using their own judgement and is not a decision made by Annature.
You acknowledge that Annature is not required to notify you of the outcome of any compliance check conducted in relation to your information, and any communication regarding the results of such checks, including any decision made by the Client on the basis of those results, is a matter between you and the Client.
Intellectual property rights
All Intellectual Property Rights in the Services and the Platform are and remain the property of Annature. You must do all things reasonably required by Annature to perfect its rights in those Intellectual Property Rights. You must use reasonable endeavours to prevent infringement of Annature’s Intellectual Property Rights 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 the information you provide
All Intellectual Property Rights in the information you provide remain your property. Nothing in these Terms gives Annature or the Client any rights to those Intellectual Property Rights.
You grant Annature and its subcontractors an irrevocable, royalty-free and transferable licence to access and use that information for the purpose of providing the Services, including for identity verification and any additional compliance checks the Client requires, for Annature's internal purposes, for storage, for ongoing monitoring against updated sanctions, PEP, and adverse media datasets while the Client's account with Annature remains active, and on an anonymised and de-identified basis for analysis and improvement of Annature's services and products.
Your warranty and indemnity
You warrant that you hold all necessary licences or consents relating to the information you provide and that Annature’s use of it will not infringe any third-party Intellectual Property Rights. You indemnify Annature against any liability arising from a third-party claim that the information infringes their Intellectual Property Rights.
Annature’s warranty and indemnity
Annature warrants that it owns or holds necessary licences to all Intellectual Property Rights in the Services and the Platform, and that your use of the Services and the Platform will not infringe any third-party Intellectual Property Rights. Annature indemnifies you for any liability arising from a third-party claim that the Services or Platform infringe such rights.
Restrictions on use
You agree to promptly report errors or defects in the Services or Platform. You must not do anything intended or likely to damage, impair, interrupt or interfere with the Services or Platform. You must not alter, modify, decompile, disassemble, reverse engineer, sublicense or create derivative works from the Services or Platform. You must not grant any third party access to the Services or Platform unless permitted by Annature in writing.
Termination
These Terms terminate automatically once Annature has completed the Services, except for provisions intended to survive termination.
Termination for cause
Either party may terminate these Terms with immediate effect by written notice if the other party commits a material breach and fails to remedy it within 14 days of notice, repeatedly breaches the Terms, 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
Upon termination or expiry, Annature will cease providing the Services. The Client must pay or authorise payment of all amounts owing. Each party must return or destroy Confidential Information upon request, except that a party may retain archived or backed-up copies in the ordinary course of business, subject to continued confidentiality obligations.
Survival
Certain clauses survive termination, and termination does not affect accrued rights or liabilities.
Confidentiality
Each party must keep the other party’s Confidential Information strictly confidential, use it only for the purposes of performing or exercising rights under these Terms, and take reasonable steps to protect it from unauthorised use or disclosure.
These obligations do not apply to information that enters the public domain through no fault of the receiving party, is required to be disclosed by law, or is disclosed with written consent.
Limited warranty and exclusion of liability
This clause sets out the full financial liability of each party in connection with the Services. Except as otherwise specified and to the extent permitted by law, all liability for injury, loss, damage, cost or expense arising under these Terms is excluded except where caused by a party’s gross negligence.
You are solely responsible for any opinions, recommendations or actions you or third parties take based on the results of the Services. Annature has no liability for loss, destruction, unauthorised access or other damage relating to the information you provide, including where the Client downloads or accesses it outside the Platform. Annature is not liable for damage caused by errors or omissions in information you or the Client provide.
All warranties, representations, conditions and other terms implied by statute or common law are excluded Each party must mitigate any loss arising from a breach of these Terms. Annature’s maximum liability is limited to re-provision of the Services or refund of any amount paid for the Services. Neither party is liable for Consequential Loss. If the Australian Consumer Law applies, mandatory consumer guarantees may apply and cannot be excluded.
Privacy
Annature agrees to comply with its Privacy Policy and all applicable Privacy Legislation. You consent to Annature collecting, using, storing, and disclosing your personal information for the purpose of providing the Services, including for the purpose of identity verification, any compliance checks the Client requires, and ongoing monitoring where enrolled by the Client. Your personal information may be disclosed to Annature's subcontractors and to the Client for these purposes. Annature must notify you as soon as reasonably practicable if it becomes aware of any security incident affecting its systems that could affect you. Further information about how Annature collects, uses, and discloses personal information is available in Annature's Privacy Policy.
Force majeure
Neither party is liable for delays or failures caused by a Force Majeure Event. If such an event continues for 60 consecutive days, either party may terminate the affected Services.
Dispute resolution
A party claiming a dispute must provide notice to the other party. Representatives must attempt to resolve the dispute in good faith within 14 days. If unresolved, the parties must attempt mediation. Nothing prevents a party from seeking urgent interlocutory relief.
General provisions
Annature may vary these Terms in certain circumstances with notice. These Terms constitute the entire agreement. No waiver is effective unless in writing. These Terms do not create a relationship of employment, partnership, trust or joint venture. Queensland law governs these Terms. Invalid provisions may be severed. You must not assign your rights without consent, while Annature may assign or subcontract. Each party must do all things reasonably necessary to give effect to the Terms. Rights do not merge on completion. Each party bears its own costs. Notices must be in writing and delivered as specified.
Defined terms and interpretation
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
Client means the third-party client who has engaged Annature to provide the Services to you.
Collected Information means any information relating to you and your identity necessary for Annature to perform the Services, including identification documents.
Confidential Information means any business, technical, financial, identity-related or commercially valuable information of a party that is confidential in nature or designated as confidential.
Consequential Loss means consequential, special, indirect or incidental loss, including loss of profit, revenue, opportunity or reputation.
Best Industry Practice means practices carried out with due care, skill, and to the standard expected of an experienced and competent supplier of similar services.
GST means goods and services tax.
Intellectual Property Rights means all industrial and intellectual property rights, including copyright, patents, trademarks, designs, trade secrets and related rights.
Personnel means a party’s directors, officers, employees, agents, contractors and subcontractors.
Platform means the website, app or platform Annature uses in connection with the Services.
Privacy Legislation means the Privacy Act 1988 (Cth), the Australian Privacy Principles and all other applicable privacy laws.
Service Request means the order submitted by the Client requesting Annature to provide the Services.
Services means the services Annature provides at the request of the Client, including identity verification and, where the Client requests it, AML/CTF screening and related compliance checks, as described in these Terms.
Term means the period from your acceptance of the Services until the Services are completed.