Last updated: May 25, 2023
a. Annature provides and otherwise facilitates identity verification services to third party clients who may request that such services are provided to Requested Recipients (Services). These Services may include, but are not limited to, independent verification of the Collected Information with relevant entities using Annature’s subcontractors.
b. These terms and conditions (Terms) apply to any Services that Annature provides to you at the request of a Client. By accepting the Services, the Requested Recipient confirms it has read, understood and agree to these Terms.
c. In these Terms, Annature, we or us means Annature Pty Ltd ACN 642 595 015 and their Personnel and you or Requested Recipient means the person(s) using the Services from time to time.
2.1 General
a. Annature agrees to perform the Services:
b. Annature must maintain, at its cost, any licences, accreditations, certifications or registrations required by law to perform the Services.
2.2 Scope
You acknowledge and agree that:
3.1 General
You agree to:
3.2 Accuracy of Information
You acknowledge and agree that:
3.3 Prohibition
You must not, and must not permit any third party to, access or use the Services or the Platform:
4.1 Ownership
a. The Intellectual Property Rights in the Services and the Platform are, and shall remain the property of, Annature. Annature reserves the right to grant a licence to use the Services and the Platform to any third party.
b. You must do all things that Annature reasonably requires to perfect its right, title and interest in and to the Intellectual Property Rights in the Services and/or the Platform.
c. You shall use reasonable endeavours to prevent any infringement of Annature’s Intellectual Property Rights in the Services and/or the Platform and shall promptly report to Annature any such infringement that comes to its attention.
4.2 License
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.
4.3 Collected Information
a. As between the parties, all Intellectual Property Rights in the Collected Information remain your property, and nothing in these Terms shall be construed as giving us or the Client any rights to such Intellectual Property Rights.
b. You grant us and our subcontractors an irrevocable, royalty free and transferable licence to access and use all Intellectual Property Rights in the Collected Information:
4.4 Your warranty and indemnity
a. You warrant that:
b. You indemnify Annature from and against any liability arising out of any claim by a third party (including the Client) that the Collected Information violates or infringes any Intellectual Property Rights owned by a third party.
4.5 Annature's warranty and indemnity
a. Annature warrants that:
b. Annature indemnifies you from and against any liability arising out of any claim by a third party that it and the Services or the Platform violates or infringes any Intellectual Property Rights owned by a third party.
4.6 Restrictions on use
You acknowledge and agree that you will:
5.1 Automatic termination
These Terms (except those expressed or intended to survive termination) will automatically terminate following completion of the Services by Annature.
5.2 Termination for cause
Either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
5.3 Termination by Annature
Annature may terminate these Terms immediately at any time without cause by providing written notice to you.
5.4 Obligations on termination or expiry
On termination or expiry:
5.5 Survival
a. Clauses 5, 6.2, 7 to 9 and 11 to 13 survive the expiry or earlier termination of these Terms.
b. Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination
a. Each party agrees to, and shall ensure each of their Personnel:
b. The obligations in clause 8 do not apply:
7.1 Limitation of Liability
a. This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their Personnel) to each other in respect of: and
b. As far as the law permits and unless otherwise specified in these Terms:
7.2 Mitigation
Each party must mitigate any loss they suffer because of the breach by the other party to these Terms or any warranty or indemnity provided under these Terms.
7.3 Maximum liability
To the extent permitted by law, Annature’s total liability under or in connection with the provision of the Services is, at the option of Annature:
7.4 Consequential Loss
Notwithstanding clause 9.3 and to the extent permitted by law, neither party, nor their Personnel, shall be liable to the other party for any Consequential Loss
7.5 Australian Consumer Law
If the Australian Consumer Law applies to the supply of goods or services under these Terms, Annature acknowledges and agrees that its services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to you will apply:
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
a. Annature agrees to comply with its Privacy Policy and all applicable requirements of the Privacy Legislation in performing the Services.
b. Without prejudice to the generality of clause 8(a), you agree and warrant that you have all necessary and appropriate consents and notices in place to enable lawful transfer to Annature of any personal data or information, including without limitation in connection with the Collection Information, for the duration and purposes of these Terms so that Annature may lawfully use, process and transfer the personal data in accordance with these Terms.
c. Annature shall notify you immediately if it becomes aware of any security incident affecting its network and information systems that could potentially affect you and shall respond without delay to all queries and requests for information from you about any security incident, whether discovered by Annature or by you.
a. Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to these Terms if such delay is due to a Force Majeure Event.
b. If a Force Majeure Event continues for a period of 60 consecutive days, then either party may terminate the Services affected by the Force Majeure Event by providing written notice to the other party.
a. Neither party may commence court proceedings concerning any dispute between the parties arising out of or in relation to these Terms (Dispute), unless the party starting the proceedings has complied with this clause.
b. A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice).
c. Following the Dispute Notice being given, a representative of both parties with authority to negotiate and settle the Dispute must endeavour in good faith to resolve the Dispute within 14 days.
d. If the Dispute is not resolved within 14 days of the Dispute Notice being given, the parties must endeavour in good faith to resolve the Dispute by mediation as follows:
e. Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.
11.1 Variations
Where a variation to these Terms would:
11.2 Entire agreement
These Terms supersedes all previous agreements about its subject matter. These Terms embodies the entire agreement between the parties.
11.3 No waiver
a. The failure of either party at any time to enforce any of the terms or provisions of these Terms or to exercise any right under these Terms does not constitute a waiver of any such right or affect the party's privilege to enforce that right.
b. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
c. A right under these Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
11.4 Relationship
These Terms does not create a relationship of employment, trust, agency, partnership, power of attorney, or of joint venture between you and Annature.
11.5 Governing law and jurisdiction
Queensland law governs these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts.
11.6 Severability
a. A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from hese Terms and the remaining clauses or parts of the clause of these Terms continue in force.
b. If any provision of these Terms is deemed to be or is adjudicated to be unlawful or unenforceable, such provision is to be severed from these Terms and all other remaining provisions remain in force.
11.7 Assignment and subcontracting
a. You must not assign or otherwise deal with, in whole or in part, any of your rights and obligations under these Terms without the prior written consent of Annature.
b. Annature may assign, novate or otherwise transfer, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of you. You shall execute all documents reasonably required to give effect to this clause.
c. Annature may subcontract, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of you. You acknowledge and agree that any such subcontractors may also subcontract, in whole or in part, any of their rights and obligations, without the prior written consent of you.
11.8 Further assurances
Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by it.
11.9 No merger
The rights and obligations of the parties under these Terms do not merge on completion of any transaction contemplated by these Terms.
11.10 Costs
Each party bears its own costs in relation to the preparation and signing of these Terms.
11.11 Notices
a. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail, or sent by email to that person's address as set out in these Terms.
b. A notice, consent or communication is given and received:
12.1 Defined terms
In these Terms:
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.
Client means the third party client who has engaged Annature to provide the Services to you, as notified to you by Annature from time to time.
Collected Information means any information relating to you and your identity and any other information necessary for Annature to perform the Services in a timely manner, including without limitation any requested identification documents.
Confidential Information means any information:
and includes all trade secrets, knowhow, marketing, financial and Requested Recipient information, forecasts, and strategies and any other commercially valuable information of a party
Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.
Good Industry Practice means practices followed when work is undertaken in accordance with all of the following:
GST means good and services tax.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes but is not limited to any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
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:
Service Request means the order submitted by the Client through the Platform for the provision of the Services to you.
Services has the meaning given to that term in clause 1.
Term means the term commencing on acceptance by you of these Terms or the Services and continuing until the Services are provided by Annature.
12.1 Interpretation
In these Terms: