Terms & Conditions

Scantek considers itself an Australian Privacy Principle (APP) entity and as such is committed to complying with The Privacy Act 1988.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Authorised Purposes Authorised Purposes means a purpose directly related to the Service provided that that purpose is not contrary to Law.

Business Day means a day (other than a Saturday or Sunday) on which banks in Western Australia are open for general banking business, and the Company is open for business.

Commencement Date means the date specified in the Schedule or the date when the Client commences using the Services, whichever is the earlier.

Claims means all claims, damages, losses, costs, expenses and demands of every kind or nature and howsoever arising (including, without limitation, claims for strict liability in tort and claims for breach of copyright and legal costs on a full indemnity basis), out of using the Services or any Equipment, including any liability which may arise in respect of any accident or damage to property or death of or injury to any person or claim by any third party of whatever nature.

Client means the client buying or using the Services as specified in this Agreement and if there is more than one is a reference to each client jointly and severally.

Client Information means information about the Client and Client Representatives which is provided by the Client to the Company in relation to this agreement, including information provided before this Agreement commences

Client Representative means a person authorised by the Client to use and/or manage the Service on behalf of the Client.

Corporations Act means the Corporations Act 2001(Cth).

Dollars and $ means, except where otherwise stated, the lawful currency of Australia.

Event of Default means any of the events or circumstances described in clause 7.1.

Fees means the fees described in the Schedule (as reviewed from time to time in accordance with this Agreement) for the Services including where agreed any additional fees for Further Verification Services.

Further Verification Services means such additional or further services as may be agreed to be provided by the Company to its clients from time to time.

Government Agency means a government or government department, a governmental, semi-governmental or judicial person or a person (whether autonomous or not) charged with the administration of any applicable law.

GST means the goods and services tax imposed by the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any legislation replacing or amending that Act.

Intellectual Property Rights means all industrial and intellectual property rights both in Australia and throughout the world, whether now known or devised in the future, and for the duration of the rights including any patents, copyright, registered or unregistered trademarks or service marks, registered designs and commercial names and designations, circuit layouts, database rights, and rights in relation to confidential information, insights, analytics and trade secrets, whether or not registered or registrable.

Laws means (whether in Australia or any other relevant jurisdiction) all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, orders and industry-wide non-statutory rules in force or as applicable from time to time.

Party and Parties mean respectively a party or parties to this Agreement.

Related Agreement means any additional or subsequent agreement or agreements (as the case may be) between the Company and the Client in relation to the provision of the Services or the Further Verification Services.

Related Bodies Corporate means what it is defined to mean under Sect 50 of the Corporations Act.

Responsible Official means a person appointed by the Company to administer this Agreement and the Services to be provided to the Client under this Agreement.

Review Date means each and every anniversary of the Commencement Date.

Scantek Verification Conditions means Scantek’s terms and conditions in relation to the provision of the Services as set out in this document as updated and varied from time to time as permitted at law and by this Agreement.

Security Incident means any action by a known or unknown person which results in or is reasonably suspected to have resulted in unauthorised use of the Service or the Client’s user systems that are used to access the Service, or unauthorised access to or modification, disclosure or loss of information relating to the Service.

Schedule means the schedule to this Agreement or to any Related Agreement.

Services means all services to be provided or supplied by the Company to the Client of any nature whatsoever in accordance with this Agreement and any Related Agreement and includes the services described in the Schedule (if any) and any applicable Further Verification Services.

Special Conditions means any special conditions to this Agreement agreed to between the Client and the Company including if applicable any separate addendums, agreements or terms and conditions relating to the Further Verification Services under any Related Agreement.

Tax means any present or future tax, levy, impost, deduction, charge, duty, compulsory loan or withholding (together with any related interest, penalty, fine or expense in connection with any of them) levied or imposed by any Government Agency, other than any imposed on overall net income.

Term means the term of this Agreement as set out in the Schedule or as otherwise determined in accordance with this Agreement.

this Agreement means the agreement between the Company and the Client as evidenced by the Client’s application (whether online or otherwise) to the Company to apply for the provision of the Services, incorporating these Scantek Verification Conditions, and where the context permits, includes any Related Agreement.

Transaction means a request for Services and/or delivery of Services.

Transaction Result means the result of a Transaction provided by the Company to the Client.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

reference to any legislation or legislative provision includes any statutory modification, addition, re-enactment or substitution of that legislation;
the singular includes the plural and vice versa;
a reference to an individual or person includes a corporation, firm, partnership, joint venture, association, authority, trust, state or government;
reference to any Party or any other document or agreement includes administrators, successors and permitted assigns;
reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration (as defined in the Corporations Act); and the words ‘related body corporate‘, ‘holding company‘, ‘subsidiary‘ and ‘financial statements‘ have the same meanings as in the Corporations Act;
reference to the Company includes the Company’s employees, contractors and agents where the context permits and a reference to Client includes the Client’s employees, contractors and agents where the context permits;
If the day on which any act, matter or thing is to be done under or pursuant to this Agreement is not a Business Day, that act, matter or thing must be done no later than the next Business Day.

2. SERVICES

2.1 Term

The Client is bound by the terms and conditions set out in this Agreement from the date the Client first accesses the Services and will continue until terminated by either party in accordance with this Agreement. Either party may terminate this Agreement by notice in writing to the other party. This Agreement will apply to all officers, employees, agents and contractors connected with the Client who access the Services.

2.2 Client Information

(a) The Client acknowledges that Client Information will be used by the Company to provide the Service.

(b) The Client must promptly notify the Company of any updates to Client Information and provide the Company with any additional information reasonably requested by the Company.

2.3 Approval for the Service

(a)The Client authorises the Company to seek approval for the Client to access the Services.

(b)The Client acknowledges that it will not be able to access the Services until it has been approved by a Responsible Official for that Service.

2.4 The Client account

(a) The Company will create a client account with the Company for the Client. The Client will be responsible for appointing Client Representatives to use and manage the Client’s use of the Services.

(b) The Client must ensure any account access information provided to, or created by, a Client Representative is kept confidential and only used by that Client Representative.

(c) The Client is responsible for acts of Client Representatives, and any other person who accesses the Service using access information of a Client Representative (whether authorised or not), as though they were acts of the Client.

2.5 Provision of Service

Subject to this Agreement, the Company will provide the Client with access to the Services in accordance with this Agreement.

2.6 Client obligations
In relation to or in connection with the provision of the Services to the Client, the Client:

(a) must ensure that all documents, forms and information provided to the Company by the Client or by, or on behalf of the Client for or in connection with the use of the Services is correct and up to date and accurate;

(b) must review any report or document provided by the Company and relating to a performance of the Services for accuracy and errors;

(c) acknowledges that the Services are provided based on documents, forms and information provided to the Company by the Client or third party users or applicants being correct.

(d) acknowledges that to the extent the purpose of the provision of a Service is to enable the Client to comply with any legal or contractual requirements of the Client in connection with those Services, that the provision of Services in relation to any third-party applicant or the Client’s user of the Service:

(i) is not provided by the Company for any other purpose;
(ii) is not intended, or able, to conclusively prove the identity of a third party user or applicant in respect of the Services;
(iii) does not necessarily eliminate the possibility of identity fraud;
(iv) will not assist you in any way to confirm, verify or prove other matters relating to an applicant, such as the capacity in which, or the authority under which, a user or an applicant purports or proposes to act; and
(v) may not and does not in itself discharge all of the Client’s obligations to comply with any legal or contractual requirements of the Client in connection with those Services.

2.7 Authorised Purpose

The Client represents and warrants that to the extent required in relation to the use of a Service, the Client is using the Service only for an Authorised Purpose and has all necessary current licenses or registrations or permissions that may be required from any Government Agency to be able to use and or receive the Service. The Client must only access and use the Service:

for its own internal purposes; and
for Authorised Purposes and in accordance with applicable Laws; and
in compliance with this Agreement (including any applicable client order forms).

2.8 Service is subject to change

The Service may be upgraded and its features, functionality and other characteristics may change from time to time. The Company will endeavour to provide reasonable notice of changes that the Company considers are not routine and should be advised to the Client. The Client acknowledges that it may not be reasonably possible to provide notice in all circumstances and that in no event will the Company be obliged to provide notice exceeding 14 days.

2.9 Service is provided ‘as is’ and ‘as available’

The Company will at all times use its best endeavours to ensure that the Service is available and functioning as anticipated by the Agreement however, to the extent permitted by law, the Client acknowledges and agrees that at all times during this Agreement:

(a) the Client’s access to and use of the Service is on an ‘as is’ and ‘as available’ basis;

(b) any information provided by the Company regarding the availability, performance, service levels or characteristics relating to the Service are non- contractual statements of intent and do not constitute a representation or warranty of any kind; and

(c) the Service is provided based on verification services provided to the Company by third parties and the Company cannot warrant the accuracy or completeness of that verification.

2.10 The Client access

The Client must provide everything it needs to access and use the Service and ensure that its equipment and software are properly configured and otherwise meet all relevant requirements notified by the Company.

2.11 No interference

The Client must not (and must not attempt to) modify, interfere with, disrupt, adversely affect or misuse the Service, or functionality provided by the Service, in any way, or interfere with or disrupt use of the Service by any other person. In this clause, a reference to the Service includes any third-party system used by the Company to provide the Service.

2.12 Suspension of service

The Company may suspend or restrict the Client’s access to some or all of the Service if continued use may result in harm, interference or disruption to the Service or other clients. The Company will promptly notify the Client of the suspension or restriction. The Company will restrict the scope and duration of the suspension or restriction as is reasonable in the circumstances.

2.13 Company Obligations

In relation to or in connection with the provision of the Services to the Client, the Company:

(a) all information provided to the Company in relation to the Services and all Transaction Results are handled in accordance with applicable privacy laws (including the Privacy Act) including taking reasonable steps to protect such information from misuse, interference and loss and unauthorised access, modification or disclosure.

(b) The Company must promptly report any Security Incident relevant to the Client, to the Client, and provide information (including ongoing status updates) reasonably requested by the Client to the extent known to or ascertainable by the Company.

(c) The Company must keep records of Transactions and Transaction Results, excluding personal information deleted as agreed or in accordance with the Privacy Act, and provide them to the Client on request.

3. CLIENT’S USE OF SERVICES

(a) The Client will:

(i) use reasonable efforts to prevent unauthorised access to or use of the Services;
(ii) notify the Company promptly if the Client becomes aware of any possible or actual unauthorised access or use of the Services;
(iii) ensure that the Client’s use of the Services is in accordance with any applicable Laws;

(b) The Client will not:

(i) use the Services in any way that may be illegal, obscene, threatening, defamatory, invasive of privacy, infringing Intellectual Property rights or otherwise injurious to third- parties; or
(ii) submit or upload any content containing viruses, political advertising, commercial solicitation, mass mailings, or any form of spam or any information or program that may damage the operation of anyone else’s computer.

(c) Certain government departments and agencies impose terms and conditions and limitations of liability in respect of the obtaining and use of information from those departments and agencies. The Client agrees to comply with the terms and conditions of supply and use imposed by any relevant government departments and agencies from time to time.

3.1 Requirement for consent

The Client must ensure that each individual whose information is provided to the Company for a Transaction has an existing or prospective relationship with the Client and has given consent for their information to be provided to the Company for the purpose of verifying their identity.

3.2 Protection of information

The Client must ensure that:

(a) information provided to the Company for a Transaction; and

(b) Transaction Results,

are handled in accordance with applicable privacy laws (including the Privacy Act) including taking reasonable steps to protect such information from misuse, interference and loss and unauthorised access, modification or disclosure.

3.3 Use of Transaction Results

(a) The Client must only use Transaction Results to verify or contribute to the verification of the identity of individuals. The Client must ensure that no person (including the individual who is the subject of a Transaction) other than the Client’s Personnel may directly access a Transaction Result.

(b) The Client must not take adverse action against an individual who is the subject of a Transaction that is contrary to any Law.

(c) Communications and documents made available to the Client via an electronic channel will be taken to have been provided by the Company when sent (in the case of email) or when made accessible to you (in the case of any other electronic channel, including an online portal or system).

3.4 Security Incidents

(a) The Client must promptly report any Security Incident to the Company, and provide information (including ongoing status updates) reasonably requested by the Company to the extent known to or ascertainable by the Client.

(b) The Company may suspend or restrict the Client’s access to some or all of the Service until The Company is satisfied the Security Incident has been addressed.

3.5 Records

The Client must, except where advised to the contrary by the Company, keep records of Transactions and Transaction Results, and provide them to the Company or a Responsible Official on request.

4. CONFIDENTIALITY

(a) Subject to clause 4(c), each party will keep confidential the terms of this Agreement and all information given to it under this agreement (Confidential Information).

(b) Each party agrees to use the other party’s Confidential Information only for the purposes of this agreement.

(i) to its Personnel on a ‘need to know’ basis provided those persons first agree to observe the confidentiality of the information;
(ii) with the other party’s prior written consent;
(iii) if required by law or any stock exchange; or
(iv) if it is in the public domain, other than as a result of a breach of this agreement.

(d) A party must take reasonable steps to prevent unauthorised access.

5. PAYMENTS GENERALLY

5.1 Manner of payment

(a) The Client must pay the Company the Fees and the Equipment Fee at the time and in the manner agreed with the Company under this Agreement, and as reviewed or determined in accordance with this Agreement, without demand, deduction or right of set-off, counterclaim and without deducting or withholding any amount (“the due date”).

(b) In the absence of any other arrangement agreed to between the Client and the Company in writing, the Client must pay all Equipment Fee and Fees within 10 days of receiving an invoice without deduction or set-off, counterclaim and without deducting or withholding any amount.

5.2 End Customer Payment

(a) The Client may request the Company to put in place arrangements for the Fees for a Transaction to be paid on behalf of the Client by the Client’s customer whose identity is being verified (End Customer). This clause 5.2 applies if the Company agrees in writing to such an arrangement. The Company may withdraw its agreement to such an arrangement on notice to the Client.

(b) The Client must notify the End Customer if the Client intends to request the End Customer to pay the Company.

(c) If the End Customer makes an error when submitting information for the Transaction and the Transaction cannot be processed due to that error, the Client may correct that error on one occasion at no additional cost to the Client. However, if the Transaction fails to be processed successfully more than once due to an End Customer’s error, the End Customer will be required to re-submit information for the Transaction, and the Client agrees that the Company may charge pass on to the Client another Fee to re-process the Transaction as a result of the error.

(d) The Client agrees that the Company is only facilitating payment of the relevant Transaction by the End Customer on behalf of the Client and the Company is not providing services to the End Customer, payment by the End Customer of any Fees is payment on behalf of the Client and the Client remains liable for all Fees. The Client must pay any Fees not paid by the End Customer for any reason whatsoever (including without limitation where the systems for collection of a payment from an End Customer are not available or if any payment by the End Customer is reversed).

5.3 GST
Unless stated otherwise, the Fees exclude GST. Where GST is payable by an entity in relation to a supply that it makes under or in connection with this agreement, and the consideration for that supply excludes GST, the party providing the consideration will pay an additional amount equal to the GST when any part of the consideration is first payable.

6. INDEMNITIES AND RELEASE

6.1 General indemnity
Except to the extent caused or contributed by the Company, the Client assumes liability for, and indemnifies and will keep indemnified the Company against, any and all Claims of whatever kind or nature:

(a) on account of its use or operation of the Services; and

(b) which may be suffered or sustained in connection with the Client’s breach of this Agreement or use or operation of the Services.

7. DEFAULT

7.1 Events of Default

Each of the following, unless waived by notice from the Company, is an Event of Default:

(a) (non-payment) if the Client fails to pay on time any amount which is due and payable by it under this Agreement;

(b) (other obligations) if the Client fails to perform any provision of this Agreement requiring performance by it (other than a failure referred to elsewhere in this clause) and that failure is incapable of remedy or, if capable of remedy, continues for seven (7) Business Days after the Client receives a notice from the Company requiring that the failure be remedied;

(c) (Incorrect warranty) if in the opinion of the Company, any representation or warranty made by the Client is found to be incorrect; and

(d) (insolvency) if the Client:

(i) suspends payment of its debts;
(ii) ceases or threatens to cease to carry on all or a material part of its business;
(iii) is or states that it is unable to pay its debts;
(iv) is taken to fail to comply with a statutory demand in accordance with the Corporations Act; or
(iv) becomes bankrupt or passes a resolution for the purposes winding up, or reconstruction or a liquidator or administrator is appointed to the Client or a Related Body Corporate.

7.2 Consequences of an Event of Default

If an Event of Default has occurred and has not been remedied or the Client has repudiated this Agreement, then the Company may at any time (but without prejudice to any other rights that the Company may have consequent upon such default or repudiation), by notice to the Client terminate this Agreement.

8. PRIVACY

8.1 Privacy Act and Principles

The Client confirms and undertakes that its use of the Equipment and the Services will fully comply with any and all of the provisions of the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and any successor legislation.

8.2 Personal Information
The Company confirms it will fully comply with any and all of the provisions of the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and any successor legislation. . The Client consents to the Company using the Client’s personal information in order to provide services to the Client.

9. NOTICES

9.1 All notices required by this Agreement must be by email to be notified at the address set out in this Agreement, or at such other address as that Party may have given the other in writing. Any party may change its address for notices by giving written notice to the other parties.

9.2 An email is regarded as received if the sender receives an electronic “read receipt” response acknowledging that the email has been read by the receiver, either by:

(a) automatic response from the receiver’s email system; or

(b) electronic response directly from the receiver to the sender.

10. LAW AND JURISDICTION

10.1 Governing law

The laws of Western Australia must be applied in construing this Agreement regardless of where it is executed or where the Services are provided , and the Parties accordingly submit to the exclusive jurisdiction of Western Australia.

11. GENERAL

11.1 Maintenance Services

In the process of maintaining and providing support Services to the Client, the Company may receive usage and diagnostic data.

11.2 Waiver

The non-exercise of or delay in exercising any power or right of a Party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the Party to be bound by the waiver.

11.3 Assignment

(a) The Client may not sell, assign or transfer all or any part of its rights or obligations under this Agreement without the consent of the Company.

(b) The Company may assign or transfer all or any part of its rights or obligations under this Agreement without the consent of the Client.

11.4 Continuing indemnities

Each indemnity, assumption and release given by the Client in this Agreement is a continuing obligation and covenant or release, separate and independent from the other obligations of the Client, and each survives termination of this Agreement.

11.5 Severability

Any provision in this Agreement which is invalid or unenforceable under any act or legislation is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

11.6 Trustee capacity

If the Client is a trustee, the Client warrants to the Company that:

(a) the Client enters into this Agreement in both its capacity as trustee and in its personal capacity; and

(b) the Client has the right to be indemnified out of the trust assets.

11.7 Variation

The Client agrees the Company may, acting reasonably, vary these terms and conditions, add to, or amend by written notice to the Client provided the variation does not breach an act or legislation and does not substantially interfere with the Client’s rights under this Agreement. The Client will be provided with fourteen (14 days) notice by email or otherwise to accept the variations, failing which the variation will be deemed accepted by the Client.

11.8 Licence

In using the Services, the Client grants to the Company the right and license to use the information provided by the Client, including in respect of any clients or customers of the Client with all personal information removed or protected, to improve the Company’s operational systems and software and to improve the Services provided the Company complies with all relevant obligations under the Privacy Act.

This right and license continues during the Term and after the Term until terminated in writing by the Client. The Client can end this license any time after the Term by notice in writing to the Company ending this licence.

11.8 Special Terms and Conditions

Any terms and conditions set out in the Schedule (if any) (“Special Conditions”) are to be incorporated in and read as part of this Agreement. To the extent that any of the Special Conditions are inconsistent with the other provision of this Agreement, then the Special Conditions shall prevail to the extent of the inconsistency.

11.9 Special Terms and Conditions

11.10 Related Agreements

These Scantek Verification Conditions apply to this Agreement and apply to and are incorporated into any Related Agreement between the Company and the Client. To the extent that any of the Special Conditions are inconsistent with the other provision of this Agreement, then the Related Agreement shall prevail to the extent of the inconsistency.

11.11 Further assurance

Each Party must do, sign, execute and deliver and must procure that each of its employees and agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably required of it or them by notice from another Party to carry out and give full effect to this Agreement and the rights and obligations of the Parties under it.

12. UPDATED TERMS

12.1 Latest Version

(a) The Clients can, at any time, access the then-current, latest version of the Scantek Verification Conditions in respect of the Services through a hyperlink on the relevant web page.

(b) The Company may from time to time vary the conditions of this Agreement, by giving prior notice (for example, by way of email or push notification) of such variation to the Client. This may include the fees or prices at which the Service is to be provided, however, the Company agrees not to vary the prices more than once every six (6) months.

13. FORCE MAJEURE

13.1 Suspension of Obligations

The obligations of a Party (other than the obligation to pay money), are suspended during the time and to the extent that the Party is prevented from or delayed in complying with them by a force majeure as described below in this clause.

13.2 Suspension of Obligations

“Force Majeure” means and in this Agreement is limited to:

(a) an event beyond the reasonable control of a party which prevents or delays that party from performing any of its obligations under this Agreement, including legislative changes which prevent the specific supply by the Company of the Services by the Company to the Client; and

(b) executive or administrative order or act of any government which prevents the specific provision of the Services by the Company to the Client,

but not including any acts or changes which do not relate to the Services, but which merely prevent the use of the Services by the Client.

13.3 Reasonable Endeavours

Each Party must use reasonable endeavours to remove or mitigate any Force Majeure at the earliest possible time. If a Party is prevented from or delayed in complying with an obligation under this Agreement by Force Majeure for a period of at least 60 days, then any Party may by notice to each other Party terminate this Agreement.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of those counterparts (including faxed or scanned/emailed counterparts) taken together constitute one and the same instrument.