1.1 This website, app, platform and any service offered under these Client T&Cs, any connected agreement or the name “Ratified” (“Platform”) is operated Ratified Pty Ltd (trading under its business name Ratified) and its related entities or body corporates (“us”, “we” and “our”).
1.2 Your access to and use of this Platform is subject to these Client T&Cs (“Client T&Cs”). The Client T&Cs constitute a binding legal agreement between you and us, and your continued use of the Platform constitutes your acceptance and acknowledgement of these Client T&Cs, our Privacy Policy, and any other policy displayed on the Platform, all of which constitute a part of the Client T&Cs. If you do not agree to the Client T&Cs, you must not use the Platform.
1.3 Any time you access the Platform, purchase any subscription or credits, or enter into any other transaction on the Platform, you are taken to accept these Client T&Cs.
1.4 We may initiate amendments or modifications to the Client T&Cs and/or the Privacy Policy by providing you with 14 days’ notice. You will have an opportunity to agree or reject the amendments. If you do not agree to the amendments, then you must notify us within that time frame, otherwise, you will be deemed to accept the amended version of the Client T&Cs and/or the Privacy Policy, as relevant. Your continued use of the Platform indicates your continued acceptance of the amended Client T&Cs and/or Privacy Policy, as relevant.
1.5 These Client T&Cs will prevail over any other terms or agreement between you and us.
2.1 To use the Platform:
(a) You must be an Australian or New Zealand registered company;
(b) You must be subject to the Australian Privacy Act 1988, either under the operation of that Act or because you have opted in;
(c) You will need to sign the Business User Participation Agreement with the Australian Commonwealth government to receive DVS Services as part of your use of the Platform; and
(d) The person accepting these Client T&Cs must be at least 18 years old (and have the legal capacity to enter into binding contracts).
2.2 By visiting, registering, or using the Platform in any way, you warrant to us that you meet the requirements above. If the above requirements are not met, please cease using the Platform immediately.
2.3 A representative from the Client will need to verify themselves using the Ratified platform and app. We will conduct due diligence on the Client. We reserve the right to reject your use of the Platform if you do not answer any reasonable questions from us or if you do not pass our due diligence.
3.1 In exchange for you complying with all terms of this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, personal, and revocable right to access and use the Platform, limited to the Permitted Use.
3.2 You will comply with your obligations under Applicable Law in your processing and holding of any verified End User Data that you receive from the Platform.
3.3 In respect of any End User Data that you receive from the Platform, you must:
(a) Keep it safe and secure using appropriate technical and organisational measures;
(b) Not resell, transfer or provide it to any third party (other than to a regulator in response to a specific request);
(c) Not use it to create any reusable identity solution or as part of a wider identity database which is then marketed to third parties;
(d) Not use it to train any machine learning or AI model, either for actual training, testing or any form of validation. For the avoidance of doubt this restriction does not prevent the use of the End User Data as input data in an AI powered decision model used in connected with your AML obligations.
3.4 If we conduct any data checks with the Commonwealth Government’s DVS service, then the following terms apply:
(a) You must provide us with the details we need to register you as a Business User or register yourself as a Business User;
(b) You must execute the Business User Participation Agreement before we can provide you with the service;
(c) All disclaimers, exclusions, limitations of liability and indemnities in these Client T&Cs enure for the benefit of the Australian Government Home Affairs and DVS Manager (as defined in the Participation Agreement), and can be directly enforced by the DVS Manager; and
(d) The DVS check is only valid at the date it was performed. If you require a more recent DVS check then the timestamp on the Platform then you can select this and pay an additional fee.
3.5 Your subscription package may limit the number of Users allowed on the Platform. If the subscription is silent we may impose reasonable limits.
3.6 The Platform will provide you with verified data on an End User together with a confidence level to assist you in complying with your obligations under the AML Act. Under the AML Act the ultimate decision remains yours as the ‘reporting entity’. The Platform provides a recommendation and confidence level only and not a final decision. You will need to apply your own risk based controls to reach your own determination whether the End User is who they say they are.
3.7 You appoint Ratified Pty Ltd (trading as Caprock) as an Information Match Agent under the Identity Verification Services Act 2023 (Cth) to facilitate access to or process information through the Document Verification Service (DVS) on your behalf.
3.8 Caprock must not do, or fail to do, something that, if done (or not done) in relation to the use of the DVS would be a breach by you of your obligations under your Business User Participation Agreement.
3.9 Caprock must handle all Identification Information (as defined in the Business User Participation Agreement) in accordance with the Privacy Act 1988 (Cth), the Identity Verification Services Act 2023 (Cth), the DVS Access Policy.
3.10 CapRock must not disclose any Identification Information to any other third party that is not an Information Match Agent or an appointed Sub-Agent (defined in clause 3.12 below).
3.11 CapRock may use Amazon Web Services Australia Pty Ltd (AWS) to store data on your behalf. CapRock will ensure that all Identification Information hosted by AWS:
(a) is encrypted at rest and in transit; (b) is configured so that decryption keys cannot be accessed or used by AWS personnel, and AWS has no ability to decrypt the Identification Information outside normal automated processing necessary for its hosting service; and (c) is held solely for the purpose of enabling CapRock to provide contracted services to you.
3.12 CapRock may use other CapRock Affiliates (as defined in clause 14.6) to provide support services. CapRock will appoint those CapRock Affiliates as ‘Sub-Agents’. CapRock must not permit the Sub-Agent to do (or fail to do) something that, if done (or not done) by you in relation to the use of the DVS would be a breach of your DVS Participation Agreement.
3.13 CapRock must not permit any Sub-Agent to disclose any Identification Information to any other third party that is not an Information Match Agent.
3.14 CapRock must reserve the right to revoke the appointment of a Sub-Agent at any time and exercise any such right in accordance with any of your directions.
3.15 CapRock must ensure that any appointment of a Sub-Agent as an Information Match Agent will be automatically revoked within 30 days of:
(a) the expiration or termination of the agreement between CapRock and Sub-Agent; or
(b) the revocation of CapRock’s appointment as an Information Match Agent.
3.16 You acknowledge that you remain responsible for your own compliance with the Business User Participation Agreement and that Caprock acts solely as its agent for the purpose of facilitating DVS checks.
4.1 You are required to register an account to use certain features of the Platform. You will answer any account formation questions we ask honestly and in full. We may refuse, review or cancel any account registration in order to satisfy our internal processes and our business requirements at our discretion.
4.2 When you register and activate your account, you may provide us with Personal Information such as a name and email address and other details. You must ensure that this information is accurate and current. We will handle all Personal Information we collect in accordance with our Privacy Policy. Where we process any personal information as an Information Match Agent, we do so in accordance with the Identity verification Services Act 2023 (Cth) and the DVS Access policy. Personal information used in connection with a DVS check will be disclosed to the Attorney-General’s Department and relevant Commonwealth data Custodians solely for the purpose of verification. Generally, we aim to delete any Personal Information related to your account administration as soon as practicable after the termination of your account. However, we may sometimes retain Personal Information for an additional period as is permitted or required under applicable laws. Even if we delete your Personal Information it may persist on backup or archival media for an additional period of time for legal, tax or regulatory reasons or for legitimate and lawful business purposes.
4.3 You are responsible for the collection, use, storage, and otherwise dealing with Personal Information related to your business, including in relation to your access and use of the Platform. You must comply and must ensure that all of your personnel comply, with the requirements of the Applicable Law in respect of all Personal Information collected, used, stored, or otherwise dealt with under or in connection with these Client T&Cs.
4.4 You must:
(a) notify natural persons from whom Personal Information is collected about any matter prescribed by the Applicable Law in relation to the collection, use, and storage of their Personal Information; and
(b) notify us immediately upon becoming aware of any breach of the Applicable Law that may be related to the use of Personal Information under these Client T&Cs.
4.5 You are responsible for keeping your account credentials secure, and you are responsible for all use and activity carried out under your account. You must not share your account credentials with any third party. You may add authorised Users to your account, provided:
(a) you must cause each authorised User to comply with these Client T&Cs and you are liable for all authorised Users’ access and use of the Platform and compliance with these Client T&Cs;
(b) this Agreement applies to and binds all authorised Users, except that terms relating to Fees and Termination which apply only to you;
(c) you determine who is an authorised User, controls each authorised User’s level of access to the Platform at all times, and can revoke or change an authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an authorised User or must have that different level of access, as the case may be; and
(d) any authorised User’s right to access and use the Platform will terminate upon the termination of your account or the termination of these Client T&Cs, your access to the Platform and/or our display of any advertisement.
4.6 Other than your authorised Users, we do not authorise anyone to use the Platform on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
4.7 You must not impersonate any other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended or terminated, and we may take such further action as we deem necessary.
4.8 You agree not to create an account or access or use the Platform if you have been previously removed or suspended by us from the access or use of the Platform.
5.1 In using the Platform, you must:
(a) only use and permit the Platform to be used for the Permitted Use;
(b) not use the Platform or receive verified data from it in a fraudulent manner;
(c) always act courteously and politely with us;
(d) strictly comply with any policy displayed on the Platform;
(e) not use the Platform in any way which is in breach of any applicable laws or which infringes any person’s rights, including Intellectual Property Rights;
(f) not do anything which may compromise or interfere with the Platform or our systems, including without limitation introducing malicious programs such as viruses, worms, trojan horses, and email bombs or take any action that is likely to impose upon the Platform (or our servers, or the servers of our or third-party providers) a disproportionately large load;
(g) not interfere with the proper working of the Platform or any activities conducted via the Platform not collect content or information from the Platform, or otherwise access the Platform, using any automated or manual software, process or other means, such as through exporting, extracting, or otherwise scraping any of the content or data on the Platform for use outside the Platform, including (but not limited to) pre-fetching, indexing, storing, resharing, or rehosting any of our content outside the Platform or using any other harvesting bot, robot, spider, or other similar tool;
(h) not use the Platform to create a product or service with features that are substantially similar to or that re-create the features of any other product or service owned by us or, except to the extent the Copyright Act allows you to do so, reverse engineer or otherwise seek to obtain any source code forming part of the Platform;
(i) not to do anything:
(i) that may be considered harassment or bullying;
(ii) that may result in you, us or any other User breaching any law, regulation, rule, code or other legal obligation;
(iii) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
(iv) that would bring us or the Platform into disrepute;
(v) that infringes the rights of any person;
(vi) that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate; and/or
(vii) that contains or constitutes unsolicited or unauthorised communications (including junk mail or spam).
6.1 You acknowledge, agree and warrant to us that:
(a) there are no legal restrictions preventing you from agreeing to these Client T&Cs;
(b) you are not Insolvent;
(c) 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 our obligations, including with respect to the Platform and these Client T&Cs and as otherwise requested by us, from time to time, and in a timely manner;
(d) all information and documentation (including Uploaded Content) that you provide to us or upload into the Platform in connection with these Client T&Cs is true, correct, and complete, and that we will rely on such information and documentation in order to provide the Platform and our services;
(e) you are solely responsible for establishing and maintaining any operating environment necessary to use and obtain the benefit of the Platform.
6.2 We warrant to you that:
(a) the Platform will perform materially as intended;
(b) the Platform will not infringe on the Intellectual Property Rights of any person;
(c) we will maintain sufficient and appropriately qualified and experienced personnel to operate and provide the Platform in accordance with these Client T&Cs.
6.3 Due to the sophistication of some fraudsters the Platform cannot detect every fraudulent attempt committed by End Users against it. We disclaim all warranties and representations (whether implied or express) that the Platform will detect every attempt at fraud committed by an End User.
6.4 We use third party data sources to perform parts of the verification process, including politically exposed persons and sanctions lists. If there is an error in any third party database then we are not liable to you in respect of that error.
7.1 You agree to pay us all applicable Fees agreed on the Platform or as agreed between us from time to time. The payment frequency of the Fees will be set out as part of your subscription or credit model, and if not stated we will bill you in advance for subscription and credit models, or monthly in arrears for usage models. You must pay us in advance for any setup, implementation or configuration services. Payment terms are 7 days from the date of invoice.
7.2 If you have selected a subscription model then it will automatically renew each subscription period unless you give us at least 30 days’ notice of termination prior to the next subscription period.
7.3 In the event that you are late paying due Fees, we will give you 7 days’ notice, and if the Fees are still overdue then we may do one or more of the following:
(a) charge interest at the rate of 8% per annum, calculated daily, until payment is made; or
(b) suspend your access and use of the Platform.
7.4 We may offer one or more payment processors as a way to facilitate payment of the Fees. You must make payment by way of one of the payment processors offered (which we may modify from time to time at our sole discretion). You agree that:
(a) any cost, fee, or other charges charged by such processor must be paid by you in addition to the Fees; and
(b) you must comply with the terms and conditions of the relevant payment processor.
7.5 To the extent permitted by law, any Fees are non-refundable and we do not provide refunds or credits for services that are purchased but not used, or cancelled prior to their committed expiration date, except if you validly terminate under clauses 15.1(b) and 15.1(d) (in which case you will be entitled to a pro-rata refund of any Fees paid in advance). We may determine on a reasonable case-by-case basis that this clause does not apply to a particular situation not contemplated in these Client T&Cs.
7.6 In the event of a change in Applicable Law or an increase in a supplier’s fees that makes the compliant supply of the Platform more expensive for us, we may give you three months’ notice that we are increasing the Fees proportionate to our increased costs (the “Fee Notice”). You may elect to reject the increase in Fees in which case this Agreement will terminate on the date falling three months after the Fee Notice. If you do not send any notice within three months of the Supplier Notice then the increase in Fees will be deemed accepted.
8.1 Subject to the below conditions being met, we will provide you the Support Services:
(a) you are not in breach of any term of these Client T&Cs and you are using the Platform only as intended under these Client T&Cs; and
(b) you have provided all information requested by us or otherwise necessary for providing any Support Services.
8.2 Any additional support services required by you are subject to further agreement between you and us and may be subject to additional fees.
8.3 Our liability for any failure to provide the Support Services is limited to resupplying the support to the extent required to remedy the failure. This is your sole remedy for any failure to provide the Support Services.
8.4 For clarity, any Intellectual Property Rights arising in connection with the Support Services (including any enhancements or customisations) vest exclusively in us immediately upon creation.
9.1 We may implement (but are not obliged to implement) Updates to the Platform and/or modifications or improvements to our equipment that displays advertisements from time to time. We will endeavour to provide you with reasonable prior written notice of any scheduled Updates and/or modifications or improvements to our equipment that displays advertisements using contact information that you have provided us to the extent that any Update is likely to significantly affect the availability of the Platform or based on our actual knowledge is likely to have a material negative impact on you.
10.1 Except where otherwise indicated or implied by context, we are the sole owners or licensees of all Intellectual Property Rights comprised in the Platform (including all Intellectual Property Rights comprised in the Platform content any associated documentation) and any improvements, Updates, or modifications of the Platform, and any customisations and derivative works and nothing in these Client T&Cs constitutes a transfer of any Intellectual Property Rights in or related to the Platform or Platform content. To the extent that you acquire any such Intellectual Property Rights, you irrevocably assign such rights to us.
10.2 You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.
10.3 If you provide us with feedback, comments or suggestions (Feedback) relating to the Platform or our business, then all rights, title and interest in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modification, or derivative works), are owned solely by us, automatically assigned to us and we may use the Feedback for any purpose.
10.4 You must not do anything which breaches or otherwise interferes with our Intellectual Property Rights or the Intellectual Property Rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.
10.5 You acknowledge and agree that we will suffer real and substantial loss due to any breach of this clause 10 and damages alone would not be an adequate remedy for a breach of this clause 10 . Therefore we may seek equitable or injunctive relief for any actual or perceived breach of this clause 10 .
11.1 Each party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:
(a) where permitted by these Client T&Cs;
(b) with the prior written consent of the Discloser;
(c) where the Confidential Information is received from a third party, except where there has been a breach of confidence;
(d) on a confidential, “need to know” basis to the Recipient’s shareholders, employees, contractors and other personnel, auditors, insurers, agents, prospective investors or buyers, and professional advisors; or
(e) where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.
11.2 The Recipient must only use the Confidential Information of the Discloser for the purposes contemplated by these Client T&Cs.
11.3 You acknowledge we may refer to you as a customer, and display your details on our Platform, marketing portfolios, case studies, or in our promotional materials. You may ask that we stop doing this by emailing us. It may take up to 30 days to process your request.
12.1 The Platform may contain links to websites that are owned and operated by third parties. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.
12.2 You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:
(a) you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
(b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
(c) you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.
12.3 The Platform may utilise, incorporate or depend on other third-party services (including, without limitation, hosting services) and you agree that to the extent permitted by law, we will not be responsible or in any way liable for any defect or interruption to the availability of the Platform or our services resulting from the failure of such third-party services.
13.1 We exclude all Warranties whatsoever except for those expressly set out in these Client T&Cs or those that cannot be excluded due to applicable law.
13.2 To the extent that any applicable law restricts our right to exclude Warranties, these Client T&Cs must be read subject to those provisions and nothing in these Client T&Cs is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, then, to the extent that we are entitled to do so, we limit our liability under such provisions to the resupply of the services or the payment of the cost of resupply.
13.3 We warrant to you that the Platform will operate materially in accordance with its specifications. You acknowledge that complex software, hardware and applications are never wholly free from defects, errors, bugs and harmful components, and subject to the other provisions of these Client T&Cs, we give no Warranty that the Platform will be wholly free from defects, errors, bugs and harmful components.
13.4 We make no Warranties that the Platform, our goods or services will be available continuously, uninterruptedly, secure or not otherwise malfunctioning, lost or altered, as applicable. You acknowledge that we may on occasion suspend our services and access to the Platform if we have reason to do so (including but not limited to maintenance, updates, or upgrades). We will endeavour to give you notice of any planned suspensions.
13.5 To the maximum extent permitted by Applicable Law and subject to clause 13.7 , neither party will have any liability in connection with the Client T&Cs for: (i) any lost revenues, profits, savings, or goodwill; (ii) any indirect, consequential, special, incidental, or punitive damages; or (iii) any regulatory action for your failure to comply with the AML Act.
13.6 Subject to clause 13.7 , each party’s maximum aggregate liability for damages in connection with the Client T&Cs is limited to the Fees you paid to us during the 12 month period before the event giving rise to liability.
13.7 Nothing in the Client T&Cs excludes or limits either party’s liability for:
(a) Its wilful default, fraud or fraudulent misrepresentation;
(b) its infringement of the other party’s Intellectual Property Rights;
(c) its payment obligations under the Client T&Cs; or
(d) matters for which liability cannot be excluded or limited under applicable law.
13.8 All subclauses of this clause 13 are cumulative to one another.
14.1 Each party agrees to indemnify (and defend and hold harmless) the other party and its Affiliates from all Claims and or Loss arising in connection with:
(a) the indemnifying party’s failure to comply with any Applicable Laws; or
(b) the indemnifying party’s gross negligence or willful misconduct.
14.2 We agree to indemnify (and defend and hold harmless) you and your Affiliates from any Loss finally awarded as a result of a Claim brought by a third-party alleging that your use of the Platform as contemplated in these Client T&Cs directly infringes the Intellectual Property Rights of a third party except to the extent any such infringement is caused or contributed to by your act or omission (IP Claim). If an allegation concerning a possible IP Claim is made, you must permit us to do one of the following (at our sole discretion):
(a) modify, alter or substitute the Platform until the Platform no longer infringes the Intellectual Property Rights alleged in the relevant IP Claim. Such modification will be at our cost; or
(b) terminate these Client T&Cs, your access to the Platform and/or our display of any advertisement.
14.3 You agree to indemnify (and defend and hold harmless) us and our Affiliates harmless from any Loss or Claims in connection with:
(a) any damage to person, property, personal injury or death;
(b) your breach of any of clauses 3 (Use of the Platform); 5 ( Your Conduct ); 10 ( Intellectual property rights ); and 11 ( Confidentiality ) of these Client T&Cs; or
(c) the Uploaded Content.
14.4 As conditions to indemnification under this clause 14 , the indemnified party must:
(a) notify the indemnifying party promptly in writing of the Claim for which the indemnified party is seeking indemnification;
(b) grant the indemnifying party sole control over the defence and settlement of each Claim;
(c) provide the indemnifying party with reasonable cooperation in response to such party’s requests for assistance (including all relevant information or materials);
(d) not have admit any fact, or settle or compromise a Claim, without the prior written consent of the indemnified party if such settlement includes an admission of liability on the part of the indemnified party; and
(e) use its reasonable endeavours to mitigate any Loss the indemnified party suffers as a result of the Claim.
14.5 In this clause:
(a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
(b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
(c) Affiliates means a party’s officers, directors, shareholders, employees, consultants, agents, related body corporates and associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.
15.1 We and you acknowledge and agree that:
(a) we may terminate these Client T&Cs and/or your access to the Platform to the extent that continued access to the Platform has material negative consequences to our business;
(b) either party may terminate these Client T&Cs and/or your access to the Platform with immediate effect by giving the other written notice at any time if:
(i) the non-terminating party is Insolvent; or
(ii) the non-terminating party is in breach of any provision of these Client T&Cs which cannot be remedied, or where the breach is capable of being remedied, if it fails to remedy the breach within 14 days after receiving written notice requiring remedy.
(c) termination of these Client T&Cs and/or your access to the Platform does not release a party from any obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
(d) we may terminate these Client T&Cs or your access to the Platform if continuing to provide the service is no longer profitable to us or in our best interest. We will refund you any prepaid amounts if we terminate for this reason.
(e) on termination of these Client T&Cs and/or your access to the Platform for any reason:
(i) you must immediately stop accessing and using the Platform, and we may take any action necessary to disable or terminate your access to the Platform;
(ii) you should download from the Platform all data that you need for your own records. We have no obligation to keep any data or records after the date of termination; and
(iii) each party must promptly return (where possible) or delete or destroy (where not possible to return), the other party’s Confidential Information and intellectual property, and/or documents containing or relating to the other party’s Confidential Information unless required by law or regulatory requirements to retain such information.
16.1 You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Client T&Cs. We may assign, sublicense, novate or transfer our rights and obligations under these Client T&Cs to our related body corporates, or to any bona-fide acquirer of the Platform or our business.
16.2 If a provision of these Client T&Cs is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions unless this would materially change the intended effect of these Client T&Cs.
16.3 These Client T&Cs are governed by the laws of New South Wales and each party submits to the exclusive jurisdiction of the courts of New South Wales and all courts of appeal from there.
16.4 No breach of any provision of these Client T&Cs can be waived except with the express written consent of the party not in breach.
16.5 The contents of these Client T&Cs constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of these Client T&Cs, whether orally or in writing.
16.6 A provision of these Client T&Cs that can and is intended to operate after its conclusion will remain in full force and effect despite the termination or expiration of these Client T&Cs, including without limitation clauses 3 (Use of the Platform), 5 ( Your Conduct ), 10 ( Intellectual property rights ), 11 ( Confidentiality ), 13 ( Disclaimer and limitation of liability ) and 14 ( Indemnities ), this clause and all other indemnities, releases, exclusions of liabilities and disclaimers.
17.1 In these Client T&Cs:
AML Act means The Anti-Money Laundering and Counter-Terrorism Financing Act 2006.
Applicable Law means the laws which apply to your use of the Platform and receipt of verified identity data, including for the Permitted Purpose. Including the AML Act and the Privacy Act (1988).
Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.
Business User Participation Agreement means the Participation Agreement between you as a ‘Business User’ and the Commonwealth of Australia.
Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement, but excluding information which:
(a) is or becomes a matter of public knowledge through no fault, action, or omission of the Recipient or its personnel;
(b) is rightfully received by the Recipient from a third party without a duty of confidentiality;
(c) was already known to the Recipient at the time the disclosing party first made it available to the Recipient, except as a result of disclosure known by the Recipient to be made in violation of an obligation of confidence; or
(d) was independently developed by the Recipient without reference to the information of the disclosing party.
DVS Access policy means the policy published by the Attorney-General’s Department governing access to, and use of, the Document Verification Service, as amended from time to time.
End User means the individual consumer which you need to verify the identity of to meet your obligations under the AML Act.
Fees means the fees we charge in relation to the use of the Platform and our provision of services, which are set out on the Platform and may be modified from time to time in accordance with these Client T&Cs. Fees may include a setup/ implementation/ configuration fee, a subscription fee or an advance credit payment.
Identification Information has the meaning given in the Business User Participation Agreement.
Insolvent in relation to a party, means when:
(a) a party ceases, suspends, or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
(b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend the payment of all or a class of its debts;
(c) a party becomes or is (including under legislation) deemed or presumed to be insolvent;
(d) a party has a receiver, manager, administrator, administrative receiver, or similar officer appointed in respect of it or the whole or any part of its assets or business;
(e) any composition or arrangement is made with any one or more classes of a party’s creditors;
(f) except for the purpose of solvent amalgamation or reconstruction, an order, application, or resolution is made, proposed, or passed for a party’s winding up, dissolution, administration, or liquidation;
(g) a party enters into liquidation whether compulsorily or voluntarily; or
(h) any analogous or comparable event takes place in any jurisdiction in relation to a party.
Information Match Agent means an entity appointed by a Business User or Identity Service Provider under the Identity Verification Services Act 2023 (Cth) to perform or facilitate Document Verification Service (DVS) checks on their behalf.
Intellectual Property Rights mean all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights.
Permitted Use means the identity verification of your End Users as required to fulfil your obligations under the AML Act.
Personal Information has the same meaning as in the Applicable Law.
Price means the price for the sale of Products as advertised on the Platform.
Privacy Policy means our privacy policy available at [ ].
Support Services means access to a general helpdesk using an online chat function or by email during Business Days and hours via a ticket system to assist you in resolving technical issues or answering questions related to the Platform.
Update means any updates, modifications, changes or enhancements to the Platform, including the adding or removing of any features or functionality, improvements, bug fixes and patches.
User means any person whatsoever accessing the Platform through your account.
Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.
We, we, us, our means DMA Group Pty Ltd and its related entities or body corporates.
You, you or your mean you and any user of this Platform.
