General Terms and Conditions

Effective date: 15 Sep 2018

General Terms and Conditions set out hereinafter ("General Terms and Conditions") together with additional terms, included in each other service-specific document referred below, comprise terms ("Terms") that govern the provision of products and services by Identity Solutions Austalia Pty Ltd (hereinafter Identity Solutions) to you, the Customer ("You", "the Customer"). 
Use of Identity Solutions services signifies your acceptance of the Terms. 


Service-specific Documents:

      1. Order Form;
      2. Statement of Work (SoW);
      3. Quote
      4. Documents referred to in the Solution Order Form, Statement of Work or Quote

    1. Term
      Terms shall become effective upon the date it is accepted by Identity Solutions and the Customer, or when Identity Solutions delivers Product or Services, whichever is earliest. Unless terminated by either party by giving at least a 30 days written notice, Terms are effective for a period of 12 months. By mutual agreement in writing, the period can be extended.

    2. Product(s) 
      Mean hardware, software and software as a service (SaaS) which are supplied or resold by Identity Solutions. 

    3. Service(s)
      Mean the supply of Product(s), consulting, design, development, implementation, integration, testing, deployment to production, warranty and support work to be provided by Identity Solutions and as set out in a SOW.

    4. Material
      Mean any software, firmware, documented methodology or process, tools, object libraries, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any Intellectual Property Rights.

    5. Order
      Means accepted Service-specific Document(s) issued by Identity Solutions outlining Product(s) and/or Service(s) and any other relevant terms and conditions. All Orders are subject to acceptance by Identity Solutions and the Customer.

    6. Production Environment
       Means the Customers’ settings where Products and software programs are run to support business operations and where Products and software operate for their intended uses (by end users, where applicable).  

    7. Order Variations
      Unless otherwise stated in an Order, each Order document is valid for 30 days. 
      Identity Solutions may revise Order terms and charges every 12 months, but such variations in price will not exceed the changes in the Consumer Price Index (CPI) – National All Groups. 
      Prices for Products and Services sourced from overseas are subject to foreign exchange rate changes.

    8. Charges and Payment
      Charges for Product(s) and Service(s) are at Identity Solutions then current published prices and rates or as per prices and rates agreed in an Order. Charges commence on when Identity Solutions delivers Product(s) or Service(s) or on the date the Customer accepts an Order, whichever is earliest. Recurring license, support and/or maintenance charges are billed in advance.

    9. Payment Terms 
      Payments of invoices are due in 30 days from the receipt of a correctly rendered invoice. If the invoice is overdue by more than 45 days, Identity Solutions may suspend all work/deliveries and all monies for products or services delivered become immediately due and payable. Overdue payments attract an interest charge of 5% per annum applied daily.

    10. Taxes 
      Identity Solutions' invoices submitted for payments will contain the information necessary to be a tax invoice for the purposes of the GST legislation.

    11. Amendments
      No terms in a customer invoice or purchase order amend or prevail Terms and shall be deemed to be null and void. Any amendments to these General Terms and Conditions or Service-specific Terms must be in writing and signed by both parties.

    12. Delivery and Installation Charges
      Charges, unless otherwise stated in an Order, exclude delivery and installation fees.
      Pre-approved by the Customer travel charges may apply.

    13. Acceptance
      Products are accepted on delivery. Services are accepted on completion of the relevant deliverable or if on a time and materials basis, on completion of man-hours as recorded in relevant timesheets.
      Any defects shall be advised to Identity Solutions in writing, with a reasonable period of time, to allow Identity Solutions to remedy the same under warranty.

    14. Customer Obligations
      Customer shall in a timely manner provide:
           a) full and safe access to its premises and any necessary equipment, accessories, materials and information; and
           b) competent and experienced resources; and
           c) conduct reviews and approvals as set out in the SOW; and
           d) be responsible for data security, operating environments backup and all other suitable protection measures.

    15. Termination
      No termination for convenience is permitted. Either party may terminate their obligations under agreed Terms in whole or in part if:
           a) the other party is in breach or default of its obligations and fails to remedy the same within 30 days of written notice; or 
           b) either party enters into any form of receivership, administration or liquidation.

    16. Warranties 
      Services. Identity Solutions will perform Service(s) using all requisite care, skill and workmanship.
      Products. Products will be new unless otherwise is stated in an Order document. Identity Solutions assigns to Customer any end user warranties provided by the manufacturer. If any part of warranty service is provided by Identity Solutions, Customer assigns to Identity Solutions the right to claim under that manufacturer’s warranty. Identity Solutions does not warrant that Products are error free or will not fail in operation.
      Unless an Order document expressly amends Warranties as set out hereinafter, the Warranty commences on a deliverable acceptance date and is the shorter of either: 
           a) 30 days; or 
           b) period of time that commences on the deliverable acceptance date and ends on the day the deliverable is deployed in the Customer Production Environment. 

    17. Site Safety 
      The Customer shall ensure that all work site(s) are safe and comply with all relevant occupational health and safety laws and regulations.
      Identity Solutions may suspend or refuse service if conditions at the site are in its reasonable opinion unsafe.

    18. Limit of Liability
      Notwithstanding any other provisions agreed under Terms or implied by law, Identity Solutions’ cumulative liability during the Term (and any renewals) for all actions, claims and defaults including negligence will be limited in aggregate as follows:
           a) for injury to or death of natural persons or damage to or loss of tangible property is limited to its insurances;
           b) for any other damage or loss, is limited to the lesser of either (a) the amount of actual direct damage or loss, or
           c) the amount paid by the Customer to Identity Solutions in the last 12 month period in relation to actual Service and/or Product that gave rise to the claim.
      In no event shall Identity Solutions be liable for any special, incidental, indirect, economic or consequential damages or for loss of profit, revenue or data howsoever caused, regardless of whether Identity Solutions could foresee or was advised of the possibility or likelihood of such loss or damage.
      Products and Services supplied by Identity Solutions are not designed to be used in high risk and/or life support environments where errors or failures could lead to injury or death without fail-safe, redundancy, and other adequate measures.

    19. Statutory Rights
      If Identity Solutions is in breach of a condition or Warranty implied by then Consumer Law (ACL), then Identity Solutions’ liability, to the extent permitted by law, is limited at its option, to:
           a) the repair or replacement of the goods; or
           b) paying the cost of having the goods repaired or replaced.

    20. Delays
      Identity Solutions shall not be liable for performance and Service(s) time shall be extended due to any delays or inability to perform caused by circumstances or events beyond the reasonable control of Identity Solutions or its suppliers.

    21. Service Exclusions 
      Services exclude:
           a) Supply or service of items which are not listed in an Order document;
           b) Warranty service for items that are not at the minimum hardware and software versions and/or configuration;
           c) Unless agreed otherwise: i) upgrades and/or modifications or hardware; and ii) Installation of new versions or releases of software, changes to integration modules or data migrations required to use the same;
           d) Re-supply of services required due to i) user misuse or abuse; ii) damage or errors caused by fire, smoke, heat, water, flood, storm, lightning, brownouts, electrical failure and any other act of God;
           e) Use other than as per manufacturer’s instructions and recommended operating environment;
           f) Repairs by a third-party that has not complied with manufacturer’s or other installation or operations instructions;
           j) Repairs to items used in excess of rated life or Product(s) which become unserviceable;
           h) Manufacturer recalls including products or parts replacement or substitution;
           i) Suppliers’ refusal to provide services or spares under any warranty that assigned to Identity Solutions.
      Where the above exclusions apply, Identity Solutions at its discretion may offer to provide or continue to provide service on a chargeable time and materials basis.

    22. Title and Risk
      Property and ownership of each Product delivered to the Customer is retained by Identity Solutions until Identity Solutions receives payment in full for each Product and until then, the Customer holds Products and any proceeds of sale as trustee for Identity Solutions. Risk passes on the delivery of the Products.

    23. Intellectual Property Rights
      Unless otherwise stated in an Order document, all Intellectual Property Rights in existing Material is owned by Identity Solutions. All Intellectual Property Rights in Material created or developed during the course of a Service shall remain with Identity Solutions or its licensor. Upon payment in full for the relevant Service, Identity Solutions grants the Customer a non-exclusive, non-transferable license to use Identity Solutions owned Intellectual Property Rights that has been incorporated in any Service deliverable. The Customer retains all Intellectual Property Rights in any data or other Material provided to Identity Solutions.

    24. Third-party Products and Services 
      Service deliverables may require Identity Solutions to obtain additional third- party products and services. Third-party Products and Services resold by Identity Solutions “as is”, non-returnable and subject to the original licensor and/or manufacturer’s specifications and warranty, including any intellectual property indemnity, support and warranty.

    25. Variations to Terms 
      Terms cannot be varied, except by agreement in writing signed by Identity Solutions and the Customer.
      If either party wishes to vary Terms, the proposing party shall submit proposed variations to the other party (the receiving party) in writing, specifying a reasonable period in which the receiving party is to provide written notice of acceptance or rejections of the proposal. If the receiving party accepts the variations, the Terms will be deemed to be so amended from the date of acceptance. If the receiving party rejects the proposed variations, unvaried Terms will continue to be in effect and operational. 

    26. Confidentiality
      Each party agrees to keep confidential information which is marked or by its nature confidential and shall protect, not disclose, copy or use such for its own benefit except as agreed in writing or permitted by Terms.  Parties will maintain strict security in relation to the Confidential Information and will take such steps to safeguard it from unlawful or accidental disclosure, as they would prudently take to safeguard their own confidential information of a similar type. If a party became aware of, or suspect, any disclosure, use or copying of Confidential Information that is in conflict with Terms, the party will:
           a) take commercially reasonable steps to stop that unauthorised disclosure, use or copying; and
           b) notify the other party of such unauthorised use of the confidential information; and 
           c) if directed by the other party, assist with required confidentiality breach investigation. 

    27. Precedence
      Where there is any inconsistency between any rights or obligations under an Order term and General Terms and Conditions, any rights or obligations specified in the Order shall prevail to the extent of any inconsistency.

    28. Miscellaneous
      The parties agree and reasonably consent to the other party using their name, relationship and generic details for promotional purposes. Products, including technical information, software and services of overseas origin may be subject to export, re-export, information control or other laws. The Customer agrees to comply with these laws in their use in the event of a re-export. These Terms are to be construed subject to the laws and courts of Victoria, Australia. If any provisions are held invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.