One Click Verify (OCV) Website Terms of Use
One Click Verify provides verification services through a software platform operated through its website at www.oneclickverify.com.au.
These OCV Website Terms of Use (the “Terms”) set out the OCV Terms of Service upon which you may use the One Click Verify service and any application or functionality that One Click Verify makes available through the One Click Verify service.
By using the One Click Verify service you agree to and accept these Terms.
1. INFORMATION ABOUT ONE CLICK VERIFY
The One Click Verify service is provided by One Click Legal Pty Ltd, a company incorporated and registered in Australia ABN 87 640 442 771, registered office 57 Forrest St, Subiaco, Western Australia, WA 6008.
2. INTERPRETATION
2.1. In these Terms, the following words and expressions have the following meaning:
“Additional User Fee” means the amount payable in Australian Dollars as set out in the Service Schedule by the Client in respect of Transactions each User has conducted during any period of time;
“Agreement” means the agreement between the Client and One Click Verify, comprising these Terms and any other agreement relating to the provision of the One Click Verify service;
“API” means An Application Programming Interface and is a set of rules and tools that allows one software application to interact with another. Also known as One Click Services. It defines the methods and data formats that applications can use to communicate;
“Authorised User” means a person who is authorised by the Client to access the One Click Verify service on behalf of the Client;
“Client” or “you” means the person ordering One Click Verify on the basis of the Agreement;
“Client Account” means an account set up by the Client with an ID and password that the Client and its Authorised Users use to access the One Click Verify service;
“Client Data” means the content and data that the Client makes available (either directly or through an End User) to One Click Verify and that is hosted by One Click Verify in connection with the provision of the Verification service;
“Client Platform” means the software platform that the Client operates and makes available as a service;
“Client’s Representative” means the company officer, official or other natural person who is authorised to represent and bind the Client;
“Client’s System” means the Client’s internal network and any software or databases used by the Client to access the One Click Verify service;
“Confidential Information” means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary;
“Document” means User’s Identity Document, submitted by End User to One Click Verify during a Verification request;
“Documentation” means the API Documentation, provided to the Client.
“End User” means a user of the Client Platform or other customer of the Client;
“Fault” means an error in the One Click Verify service that causes it to fail to operate substantially in accordance with any documentation provided by One Click Verify to the Client;
“General Terms of Service” means OCV Terms of Service, as amended from time to time;
“Integration Type(s)” means the type of device or platform that End Users use to access the Client Platform and the One Click Verify service;
“Maximum Queries per Minute” means the maximum amount of Queries that may be submitted in any minute per Authorised User, as identified in clause 3.1.3;
“Maximum Queries per Month” means the maximum amount of Queries that may be submitted in a calendar month per Authorised User, as identified in clause 3.1.4;
“Mobile SDK” means the Verification channel where One Click Verify’s SDK is used in a mobile application;
“Mobile Web browser” means the Verification channel where the web browser of mobile phone is used;
“Normal Working Hours” means 9am to 5pm (Australian Western Standard Time) on a day that is not a Saturday, Sunday or public or national holiday established by Australian law;
“Package Fee” means the fee payable by the Client in respect of the Pre-Purchased Queries, as agreed between the parties;
“Privacy Policy” means the OCV Privacy Policy as updated from time to time, which is available here;
“Query” means Client’s query for Verification of the End User;
“Service Schedule” means the Service Schedule executed by the Client;
“SDK” means the software code supplied by One Click Verify to be embedded in the Client Platform and any related documentation relating to the integration of the One Click Verify service with the Client Platform;
“Subscription Period” means a period of 30 days calculated from the date of starting;
“Subscription Fee” means the total fee charged for verification
“Support Request” means a request made by the Client for support in relation to the One Click Verify service, including the correction of a Fault;
“Term” means initial Subscription Period and any Subscription Periods for which the Agreement renews thereafter in accordance with clause 5.2;
“Third Party Sites” has the meaning given in clause 8.4;
“Transaction(s)” means a request to verify a Document;
“Transaction Fees” means the amount payable in AUD for a single Transaction;
“Trial” means a free trial of the One Click Verify service during the Trial Period;
“Trial Period” has the meaning given to it in clause 3.1.5;
“GST” means Goods and Service Tax;
“Verification” means Verification of the End User and/or verifying conformity of End User’s data or Document or another agreed authentication service;
“Virus” means anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices;
“Web browser” means Verification channel where the web browser of a Device is used;
3. SERVICE DESCRIPTION
3.1. One Click Verify shall provide End User identification and Document validity Verification service on the following OCV Terms of Service:
(1) Documents subject to Verification; The Document subject to Verification shall depend on the Australian authority of issuance of the Document.
(2) Integration Types;
- Web
- Mobile Web
- Mobile SDK (Android and iOS)
- API
(3) Maximum Number of Queries per One (1) Minute being processed in real-time; 2
(4) Maximum Number of Queries per One (1) Month; 40,000
(5) Trial Period; days from the date of entering into Trial which consists of 10 (ten) Verifications. The Trial Period shall end if the Client has used the aforementioned Verifications.
3.2 The use of One Click Verify and the API are solely for the Approve Purpose specified in the Service schedule.
4. TRIAL
4.1. Where the Client has previously accessed and used the One Click Verify service, the Trial shall commence on the date the Client enters into Trial period from the One Click Verify service, and will continue (subject to earlier termination in accordance with clause 4.3 or clause 15) for a period of no longer than 30 days or until the Client submits 10 Queries (whichever is earlier) (the “Trial Period”).
4.2. Following expiry of the Trial Period, the Agreement will automatically renew for an initial Subscription Period unless otherwise agreed by the Client and One Click Verify in writing.
4.3. During the Trial Period, either party may terminate the Agreement on written notice to the other party with immediate effect.
5. DURATION
5.1. Where the Client has previously used the One Click Verify service, or the parties otherwise agree that the Client will not receive a Trial, the Agreement shall commence on the date that the Client agrees to these General Terms of Service and, subject to earlier termination in accordance with clause 5.2 or clause 15, shall continue for the Term.
5.2. The initial Subscription Period shall automatically extend for a further Subscription Period at the end of the initial Subscription Period and at the end of each Subscription Period thereafter, unless either party gives written notice to the other party to terminate the Agreement at the end of the then-current Subscription Period, such notice to be given no later than thirty (30) days prior to the expiry of the then current Subscription Period.
6. ACCESS TO THE ONE CLICK VERIFY SERVICE
6.1. In order to have access to the One Click Verify service:
(a) The Client must complete, sign and submit a Business User Registration Form; and
(b) The Client’s Representative must be verified by One Click Verify within 7 days after the Client has agreed to these General Terms of Service (and any other OCV Terms of Service mandated by One Click Verify from time to time as pre-conditions to use of the One Click Verify Service) The verification link will be sent to the email of Client’s Representative. One Click Verify may suspend or temporarily disable the One Click Verify service if the Client’s Representative has not been verified within the aforementioned period.
6.2. If the Client has agreed to the terms included in the Business Registration Form, these Terms of Service (and any other OCV Terms of Service mandated by One Click Verify from time to time as pre-conditions to use of the One Click Verify service), the Client may test functioning of the One Click Verify service, choose a suitable Integration Type and start integrating the components of the One Click Verify service with the Client Platform on request to One Click Verify.
6.3. Upon One Click Verify being satisfied that the Client has complied with the preconditions specified in clauses 6.1 and 6.2, One Click Verify authorises the Client on a non-exclusive basis to access and use the One Click Verify service to verify the identity of its End Users on the OCV Terms of Service of this Agreement.
6.4. One Click Verify grants the Client a non-exclusive, non-transferable licence for the Term to access, use, and permit Authorised Users and End Users to access and use the One Click Verify service, in accordance with and subject to the OCV Terms of Service of this Agreement, for the purpose of verifying the identities of End Users.
6.5. The Client may not sublicense the rights granted in clause 6.3 other than to allow Authorised Users and End Users to access and use the One Click Verify service.
6.6. The Client may grant Authorised Users and End Users access to the One Click Verify service provided that the Client:
(a) does not make or give any representations, warranties or other promises concerning the One Click Verify service unless agreed by One Click Verify in writing from time to time;
(b) ensures that all End Users are aware of the terms of the Agreement and act in compliance with them;
(c) ensures that the terms on which the End User is granted access to the One Click Verify service protect One Click Verify and its proprietary rights in the One Click Verify service to the same extent as set out in this Agreement including, in particular, clause 9 and clause 11 and the Client will take reasonable steps to enforce such terms at One Click Verify request; and
(d) ensures that One Click Verify is not liable to the End Users in any way.
6.7. The Client is responsible for making all arrangements necessary for Authorised Users to gain access to the One Click Verify service.
6.8. The Client must treat any username and password used to access the One Click Verify service or the Client Account as Confidential Information and must not disclose such information to any third party (other than to Authorised Users) and must take appropriate safeguards in accordance with good industry practice to prevent unauthorised access to the One Click Verify service.
6.9. The Client shall procure that each Authorised User keeps secure and confidential any username and password provided to, or created by, that Authorised User for their use of the One Click Verify service, and that they will not disclose such username and password to any third party, including any other Authorised Users or persons within the Client’s organisation, company or business.
6.10. The Client is responsible for any activities that occur under its Client Account, including the activities of Authorised Users.
6.11. One Click Verify encourages the Client to use, and to encourage Authorised Users to use “strong” passwords (using a combination of upper and lower case letters, numbers and symbols) with its Client Account.
6.12. The Client must prevent any unauthorised access to, or use of, the One Click Verify service, and must promptly notify One Click Verify in the event of any such unauthorised access or use.
6.13. The Client shall not at any time, whether during or after the Term, accept any commission or payment for, or otherwise seek to profit financially or otherwise from using the One Click Verify service or granting access to the One Click Verify service to End Users, other than in connection with providing its services to End Users in the ordinary course of its business.
6.14. The Client shall indemnify and defend One Click Verify , and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by an End User or any other third party relating to the Client’s use of the Verification service (except to the extent caused by One Click Verify negligence), including the failure of, or non-availability affecting, the One Click Verify service.
6.15. One Click Verify grants Client a non-exclusive, non-transferrable right (without any right to sub-license) to use the Documentation for the duration of the Term for the purposes of using the API services.
7. INTEGRATION
7.1. The Client can choose between Integration Types provided in clause 3.1.2.
7.2. If the Client uses mobile SDK as an Integration Type, the Client shall download and embed the SDK in the Client Platform, and One Click Verify grants the Client a non-exclusive, non-transferable, non-sublicensable licence to download, install and use the SDK for the purpose of accessing the One Click Verify service, in accordance with and subject to the OCV Terms of Service of the Agreement.
7.3. Integrations will be charged on a case by case quoted basis.
8. CLIENT’S OBLIGATIONS
8.1. The Client:
(a) must comply with all applicable laws and regulations with respect to its use of the One Click Verify service and its activities under the Agreement. In particular, the Client warrants that:
(i) to the extent that it processes the personal information of Authorised Users and End Users and supplies that information to One Click Verify, that it does so in conformity with all relevant privacy laws, including the Privacy Act 1988 (Cth);
(ii) it is permitted to use or disclose Government Related Identifiers to One Click Verify for the purposes of identity verification and that it complies with the all relevant laws relating to the use of Tax File Numbers, including the requirements of Australian Privacy Principle 9.2 relating to the use or disclosure of government related identifiers, the Privacy (Tax File Number) Rule 2015 (Cth), theTaxation Administration Act 1953 (Cth) and theIncome Tax Assessment Act 1936 (Cth).
(iii) when acting on behalf of the end user for assisted verification processes, confirms that they are authorised to provide the personal details presented and have documented consent to the end user’s information being checked with the document issuer or official record holder via third party systems for the purpose of confirming clients identity.
(b) it has the capacity and complies with all requirements for use of the Document Verification System Commercial Service, including those contained in the Business User Registration Form, and that it will only use the OCV service to access the DVS for the purpose(s) for which access has been granted.
(c) must use the One Click Verify service in accordance with these Terms of Service, the terms contained in the Business User Registration Form and the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the One Click Verify service by its End Users and Authorised Users;
(d) must notify One Click Verify in writing if there are any changes to any of the Client’s contact details;
(e) must ensure that its network and systems, including its internet browser, complies with any relevant specifications provided by One Click Verify in writing (including e-mail) from time to time;
(f) is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the One Click Verify service;
(g) shall comply with any manuals or documentation provided by One Click Verify in relation to the use of the One Click Verify service; and
(h) must not do, or allow any End Users or Authorised Users to do, any of the following:
(i) access, store, distribute, or transmit any Virus through the One Click Verify service;
(ii) use the One Click Verify service to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive;
(iii) use the One Click Verify service in a manner that is illegal or causes damage or injury to any person or property;
(iv) use any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access the One Click Verify service in a manner that sends more request messages to the One Click Verify service than a human can reasonably produce in the same period of time by using a conventional online web browser;
(v) attempt to interfere with or compromise the integrity or security of the One Click Verify service, and One Click Verify reserves the right, without liability or prejudice to its other rights under the Agreement, to disable access to all or any part of the One Click Verify service by the Client, its Authorised Users or any End User, for any breach of any provision of this clause 8.1.
8.2. The Client warrants that the Client Platform (or any other part of the Client’s business), is not illegal, fraudulent, or related to the promotion or distribution of: drugs and other illegal substances; weapons; counterfeit goods; child pornography or child abuse imagery; sexual, pornographic or obscene content; escort services; or any unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive content.
8.3. One Click Verify may monitor the Client’s, Authorised Users’ and End Users’ use of the Verify service to ensure the quality of, and improve, the One Click Verify service, and verify the Client’s compliance with the Agreement.
8.6 The Client must notify One Click Verify immediately if it becomes aware of fraudulent use of the One Click Verify service by any of the Client’s Authorised Users and End Users or any other individual or entity.
8.6 The Client shall indemnify and defend One Click Verify and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of the Client’s failure to comply with the requirements of this clause 8.
9. END USER OBLIGATIONS
9.1. The End User:
(a) confirms that they are authorised to provide their personal details presented
(b) consents to information being checked with the document issuer or official record holder via third party systems for the purpose of confirming their identity.
10. IMPORTANT NOTE ON INTELLECTUAL PROPERTY RIGHTS
10.1. One Click Verify is the owner or licensee of all intellectual property rights in the One Click Verify service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in this Agreement, One Click Verify does not grant to the Client any rights to or licenses in respect of the One Click Verify service.
10.2. The Client will not, when using the One Click Verify service:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the One Click Verify service in any form or media or by any means;
(b) attempt to adapt, modify, duplicate, create derivative works from, record or otherwise reproduce any part of the SDK;
(c) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human perceivable form all or any part of the One Click Verify service;
(d) access all or any part of the One Click Verify service in order to build a product or service which competes with the One Click Verify service, or use or attempt to use the One Click Verify service to directly compete with One Click Verify; and
(e) erase or remove any proprietary or intellectual property notice contained in the One Click Verify service or SDK; and
(f) make any copies of the SDK other than such copies as are reasonably necessary for the purposes of backup and security (provided that any such copies shall at all times be owned by One Click Verify).
10.3. The Client grants One Click Verify a licence to access, download and use the Client Data for the purpose of:
(a) analysing the Client Data in accordance with the One Click Verify service functionality;
(b) developing, testing, improving and altering the functionality of the One Click Verify service;
(c) producing anonymised or anonymised and aggregated statistical reports and research; and
(d) complying with any legal obligation imposed on One Click Verify.
10.4. The Client represents and warrants to One Click Verify that it has the necessary right, title, interest and consent, in each case as necessary to allow One Click Verify to use the Client Data in accordance with this Agreement. The Client shall maintain a backup of Client Data and One Click Verify shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data. The Client acknowledges that, despite any provision of this Agreement to the contrary, One Click Verify may delete and Client Data that is personal information relating to an End User, if that End User requests One Click Verify to delete that Client Data.
10.5. One Click Verify may use the Client’s name, logo, and related trade marks in any of One Click Verify’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the One Click Verify service and alongside any testimonials that the Client has agreed to give. The Client grants One Click Verify such rights as are necessary to use its name, logo, related trade marks and testimonials for the purpose of this clause 9.5.
10.6. The Client may use One Click Verify’s name, logo and related trade marks in connection with providing End Users access to the Service and, subject to One Click Verify’s consent in the Client’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the Service. One Click Verify grants the Client such rights as are necessary to use its name, logo and related trade marks for the purpose of this clause 9.6 subject to the Client complying with One Click Verify’s reasonable directions as to the use of its name, logo and related marks.
10.7. The Client agrees to provide regular feedback to One Click Verify in relation to its use of the One Click Verify service. By submitting feedback, the Client acknowledges that One Click Verify may use and allow others to use this feedback in the One Click Verify service or otherwise without any restriction and without payment of any kind to the Client.
11. DATA PROTECTION
11.1. To the extent that One Click Verify processes any personal information on behalf of the Client (including processing the personal information of the Client’s Authorised Users and End Users), One Click Verify shall do so in accordance with the Privacy Act 1988 (Cth) and the One Click Verify Privacy Policy.
11.2 Client will process all personal information in accordance with applicable privacy laws including the Privacy Act 1988 (Cth). In particular, Client will ensure that all Client’s Authorised Users and End Users:
(a) are informed of the purpose for which their personal information is sought and used as part of the One Click Verify service
(b) provide their express consent for such use, prior to any such use being initiated or made by Client.
Client will keep full and proper records of all such disclosures, confirmations and consents.
11.3 Client will take all reasonable action:
(a) to ensure the accuracy of all personal information provided, including all the personal information of the Client’s Authorised Users and End Users;
(b) to limit the personal information that is collected or shared to that which is reasonably necessary for purposes permitted pursuant to relevant privacy laws;
(c) to not disclose any of the personal information of the Client’s Authorised Users or End Users to any overseas recipient in breach of Australian Privacy Principle 8 (APP 8);
(d) to protect and maintain the security of the One Click Verify service and its access to and use of it, including, without limitation, maintaining the security of all tokens, access codes, encryption keys and other information relating to access, authentication or security relating to the One Click Verify service.
(e) to prevent and detect unauthorised use of the One Click Verify service.
11.4 Client will immediately notify One Click Verify if:
(a) it knows or suspects that access or authentication security information has been compromised or any other kind of unauthorised use or security breach has occurred, or if it knows or suspects that there is a security vulnerability, fault, error or problem in the One Click Verify service; or
(b) it becomes aware of a data breach affecting the Client’s storage or processing of the personal information of any of the Client’s Authorised Users’ and End Users’ information.
12. CONFIDENTIAL INFORMATION
12.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
12.2. Each party shall hold the other party’s Confidential Information in confidence and, unless required by law, shall not make the other party’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
12.3. Each party shall take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
12.4. Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.
13. FEES AND PAYMENT
13.1. Subject to clause 12.2 One Click Verify shall charge the Client at the end of each calendar month in respect of all Additional User Fees due in the period.
13.2. One Click Verify may charge the Client before the end of a calendar month in respect of Additional User Fees due if the number of Queries submitted by a Client in the then-current period is equal to or more than twice the number of Queries in respect of the prior calendar month.
13.3. The Client can pay for the One Click Verify service with credit card or with debit card that has the characteristics of a credit card.
13.4. If One Click Verify has not received payment in full within 7 days of the due date, and without prejudice to any other rights and remedies available to One Click Verify:
(a) One Click Verify may, without liability to the Client, suspend or temporarily disable all or part of the Client’s access to the One Click Verify service and One Click Verify shall be under no obligation to provide any access to the One Click Verify service while the relevant sum remains unpaid;
(b) interest shall accrue on such due amounts at an annual rate equal to 5% at the due date for payment of the relevant Subscription Fees, commencing on the due date for payment and continuing until the Subscription Fees have been paid in full, whether before or after judgement; and
(c) the Client shall reimburse One Click Verify for all reasonable costs and expenses (including reasonable lawyers’ fees) incurred by One Click Verify in collecting any overdue amounts.
13.5. All amounts stated or referred to in the Agreement:
(a) are payable in AUD dollars; and
(b) are exclusive of GST unless otherwise expressly stated, which shall be paid at the same time as payment of the Additional User Fees, Subscription or Package Fees. Each party shall send the other a GST invoice if it is requested to do so.
13.6. Unless otherwise agreed between the parties in writing, One Click Verify may increase the Package Fees and/or Additional Verification Fees upon giving at least thirty (30) days’ notice in writing to the Client, such increase to take effect from the period notified in writing. If the Client is unhappy with the increase, the Client may give notice to terminate the Agreement at the end of the then-current Subscription Period by providing at least fourteen (14) days written notice to One Click Verify, such notice to expire no later than the end of the then-current Subscription Period. The Package Fees and/or Subscription Fees and /or Additional User Fees (as applicable) will not increase during the notice period.
13.7. The Client will not have the right of recourse in relation to the paid Fee, regardless of the extent in which the Client has used the Service, or any other circumstance.
14. SERVICE LIMITS
14.1. The Client shall not submit (or permit to be submitted) more Queries in any minute or month than the Maximum Queries per Minute and Maximum Queries per Month (as applicable).
14.2. One Click Verify reserves the right to limit the Client’s access to the One Click Verify Service and refuse to respond to Queries in the event that the Client exceeds the Maximum Queries per Minute and/or Maximum Queries per Month.
15. AVAILABILITY AND SUPPORT
15.1. One Click Verify will use commercially reasonable endeavours to make the One Click Verify service available with an uptime rate of:
(a) 98% during Normal Working Hours; and
(b) 89% outside of Normal Working Hours,
except for planned maintenance for which at least 24 hours’ notice will be given and advised unscheduled maintenance during Normal Working Hours or otherwise, for which One Click Verify will use reasonable endeavours to give the Client advance notice.
15.2. One Click Verify will use reasonable endeavours to provide a level of support via e-mail that is appropriate to the nature of any issues requiring support during Normal Working Hours. The Client shall provide all support reasonably required by One Click Verify to perform its obligations under this clause 14, including providing reasonably detailed descriptions of issues and updates on the performance of the One Click Verify service.
15.3. One Click Verify shall, during the Term, provide support services in accordance with the service levels (the “Support Services”).
15.4. The Client may request Support Services by submitting a Support Request to [email protected] or any other email address notified to the Client by One Click Verify from time to time.
15.5. Each Support Request shall include a description of the problem and the start time of the incident and/or the time when the Client became aware of the incident.
15.6. The Client shall provide One Click Verify with:
(a) prompt notice of any Faults;
(b) such output and other data, documents, information, assistance and (subject to compliance with all of the Client’s security and encryption requirements notified to One Click Verify in writing) remote access to the Client’s System as are reasonably necessary to assist One Click Verify to reproduce operating conditions similar to those present when the Client detected the relevant Fault and to respond to the relevant Support Request;
(c) direct access to the premises of the Client, the Client System and the Client’s files, equipment and personnel, where such access is reasonably required in order to assess and resolve Support Requests, and provided that One Click Verify complies with all reasonable security requirements and other policies and procedures relating to contractors entering and working at the premises of the Client notified by the Client to One Click Verify; and
(d) any other reasonable information or assistance as One Click Verify may require in order to assess and resolve Support Requests.
15.7. Faults reported during Normal Working Hours shall be acknowledged within 24 hours of such notification. Faults reported outside of Normal Working Hours shall be acknowledged within 24 hours of Normal Working Hours resuming.
15.8. The Client acknowledges that One Click Verify may subcontract the performance of the Support Services to any third party, provided that One Click Verify shall remain responsible for the performance of the Support Services and shall be liable for the acts and omissions of its subcontractors as if they were the acts and omissions of One Click Verify.
15.9. One Click Verify shall:
(a) prioritise all Support Requests based on its reasonable assessment of the severity level of the problem reported; and
(b) respond to all Support Requests in accordance with the responses and response times specified in 14.7.
15.10. One Click Verify shall have no obligation to provide the Support Services where Faults arise from:
(a) any improper use, misuse or unauthorised alteration of the One Click Verify service by the Client;
(b) any use of the One Click Verify service by the Client in a manner inconsistent with the then-current documentation provided to the Client;
(c) the unavailability of any third-party database or service.
16. SUSPENSION AND TERMINATION
16.1. Without prejudice to any other rights or remedies available to One Click Verify, if the Client fails to pay any sum due to One Click Verify and such sum remains outstanding for a further thirty (30) days following notice requiring such sum to be paid, One Click Verify may immediately terminate the Agreement on giving notice to the Client, without liability for One Click Verify to the Client.
16.2. Without prejudice to any other rights and remedies available to One Click Verify, One Click Verify may terminate the Agreement by notice with immediate effect, or such notice as One Click Verify may in its sole discretion elect to give, if the Client:
(a) infringes One Click Verify intellectual property rights in the One Click Verify service;
(b) is in breach of clause 6.2, 8.2, 9.2 and/or 11;
(c) is in breach of any applicable law;
(d) has not used the One Click Verify service continuously for six (6) months.
16.3. Without prejudice to any other rights and remedies available to One Click Verify, One Click Verify may immediately suspend the Client’s, an Authorised User’s or any End User’s right to access and use the One Click Verify service, without giving prior notice to the Client, if:
(a) the Client is in material or persistent breach of any of the terms of the Agreement;
(b) the Client is in breach of applicable law in relation to identity and/or privacy; or
(c) the Client is guilty of any fraud or dishonesty or acts in any manner which, in the opinion of One Click Verify, brings or is likely to bring One Click Verify into disrepute or is materially adverse to the interests of One Click Verify, and for the purposes of this clause 15.3, the parties acknowledge that any breach of clauses 6.2, 8.2, 9.2 and/or 11 will be a material breach of the Agreement.
16.4. Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
(a) is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or
(b) is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
16.5. On termination of the Agreement for any reason:
(a) all rights and licences granted under the Agreement shall immediately terminate and the Client’s right to access and use the One Click Verify service, and to grant Authorised Users and End Users the right to access and use the One Click Verify service, will end;
(b) each party shall return to the other party or (at the other party’s request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
16.6. If the Client terminates the Agreement under clause 15.4, One Click Verify shall refund any unused Package Fees paid by the Client in respect of the then-current Subscription Period, calculated by applying the Additional User Fee to the number of Verifications processed in that Subscription Period and deducting such amount from the Package Fees paid.
16.7. One Click Verify shall permit the Client to download any Client Data from the One Click Verify service for a period of 14 days after the expiry or termination of the Agreement. One Click Verify may thereafter:
(a) delete any Client Data at any time;
(b) retain Client Data upon expiry or termination of the Agreement in order to comply with applicable law, or as One Click Verify may deem necessary to prosecute or defend any legal claim (in which case One Click Verify may retain Client Data for a reasonable period of time pending resolution of such obligation or issue), in each case subject to the DPA.
16.8. Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
16.9. Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.
17. LIMITED WARRANTY
17.1. One Click Verify undertakes to make the One Click Verify service available as set out in clause 14.1, and the Client’s sole and exclusive remedy, and One Click Verify’s sole liability, with respect to any failure by One Click Verify to provide the One Click Verify service in accordance with clause 14.1 is for One Click Verify to use commercially reasonable efforts to repair the affected part of the One Click Verify service so that it is available in accordance with clause 14.1.
17.2. Other than as set out in clause 16.1, the One Click Verify service is provided on an “AS IS” basis and One Click Verify gives no representations, warranties, conditions or other terms of any kind in respect of the One Click Verify service, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
17.3. Except as expressly provided for in the Agreement:
(a) all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
(b) One Click Verify will not be responsible for any interruptions, delays, failures, or non-availability affecting the One Click Verify service or the performance of the One Click Verify service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which One Click Verify relies to provide the One Click Verify service, or any changes to the One Click Verify service made by or on behalf of the Client, and the Client acknowledges that One Click Verify does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
18. ONE CLICK VERIFY’S LIABILITY
18.1. Subject to clause 17.2, One Click Verify will not be liable to the Client, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.
18.2. Nothing in the Agreement excludes or limits One Click Verify liability for death or personal injury caused by One Click Verify’s negligence, or for fraud or fraudulent misrepresentation.
18.3. One Click Verify’s total liability in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Package Fees, Subscription Fees and Additional User Fees paid by the Client in respect of the 3 months prior to the event giving rise to the claim, or, in the case of an event in the Trial Period giving rise to a claim, AUD $1.
19. CHANGES TO THE ONE CLICK VERIFY SERVICE
The Client recognises that One Click Verify is always innovating and finding ways to improve the One Click Verify service with new features and services. The Client therefore agrees that the One Click Verify service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the One Click Verify service.
20. NON-SOLICITATION
Each party agrees that it shall not, at any time during the Term and for 12 months thereafter, solicit or entice away from that party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of that party.
21. GENERAL
21.1. Written communications
Applicable laws may require that some of the information or communications that One Click Verify sends to the Client should be in writing. When using the One Click Verify service, the Client accepts that communication with One Click Verify will mainly be electronic. One Click Verify will contact the Client by e-mail and, for contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that One Click Verify provides to the Client electronically comply with any legal requirement that such communications be in writing.
21.2. Notices
All notices given by the Client to One Click Verify must be given to [email protected]. One Click Verify may give notice to the Client at either the e-mail or postal address the Client provides to One Click Verify, or any other way that One Click Verify deems appropriate. Notice will be deemed received and properly served immediately when posted on the One Click Verify service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such e-mail was sent to the specified e-mail address of the addressee.
21.3. Transfer of any rights and obligations.
The Client may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Client’s rights or obligations arising under the Agreement, without One Click Verify’s prior written consent.
21.4. Events outside a party’s control.
Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of One Click Verify, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Client from any payment obligation under the Agreement.
21.5. Third party rights.
Other than as expressly stated in the Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Australian Consumer Law.
21.6. Waiver
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
21.7. Severability.
If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.
21.8. Law and jurisdiction
The Agreement shall be governed by, and construed in accordance with, Australian law, and each party hereby submits to the exclusive jurisdiction of the courts of Western Australia.