Standard Terms and Conditions

Terms and Conditions set out below apply for provision of products and services by Identity Solutions Australia Pty Ltd (Identity Solutions).

1. Product(s): 

Mean hardware, software and software as a service (SaaS) which are resold by Identity Solutions subject to manufacturer’s specifications, warranties and end user license terms.

2. Service(s): 

Mean consulting work, warranty, support, time and materials work to be provided by Identity Solutions and as set out in a SOW.

3. Statement of Work (SOW): 

Means a document issued by Identity Solutions specifying Product(s) and/ or Service(s) deliverables, acceptance testing, payment schedules and any other relevant terms and conditions.

4. Quote: 

Means a quote issued by Identity Solutions specifying Product(s) and/or Service(s) and any other relevant terms and conditions.

5. Quotes and Variations: 

Quotes are valid for 30 days unless otherwise stated in a SOW or Quote. All orders are subject to acceptance by Identity Solutions. For Services. Identity Solutions may revise its charges each 12 months but such variations will not exceed the changes in then Consumer Price Index (CPI) – National All Groups. Product(s) and Service(s) sourced from overseas are subject to foreign exchange rate changes.

6. Term: 

Each SOW commences on when Identity Solutions signs it or delivers Product or Services, whichever is earliest. Unless terminated by either party by giving at least 30 days written notice, each SOW period is 90 days. By mutual agreement in writing, the period can be extended.

7. Charges and Payment: 

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

8. Payment Terms: 

Payments of invoices are due in 30 days from the receipt of an invoice. If the invoice is overdue, 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 11% per annum applied daily.

9. Taxes: 

Charges are exclusive of GST. Identity Solutions may revise its pricing to cater for changes in or new taxes or duties.

10. Amendments: 

No terms in a customer invoice or purchase order amend or override this Agreement and shall be deemed to be null and void. Any amendments to these Terms or a SOW must be in writing and signed by both parties.

11. Delivery and Installation Charges: 

Charges, unless otherwise stated in a SOW, exclude delivery and installation fees. Travel charges may apply outside of capital cities.

12. Acceptance: 

Products are accepted on delivery. Services are accepted on completion of the relevant deliverable or if on a time and materials basis, on signature of the 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.

13. Customer Obligations: 

Customer shall in a timely manner provide:

i) full and safe access to its premises and any necessary equipment, accessories, materials and information;

ii) competent and experienced resources;

iii) conduct reviews and approvals as set out in the SOW; and be responsible for data security, backups and suitable protection measures.

14. Termination: 

Either party may terminate this Agreement in whole or in part if the other party is in breach or default of its obligations and fails to remedy the same within 30 days of written notice. No termination for convenience is permitted. Either party may immediately and without notice terminate this Agreement in the event the other party enters into any form of receivership, administration or liquidation.

15. Warranties: 

Services will be performed using all requisite care and skill and workmanship. Products will be new unless otherwise is stated in a SOW or Quote. 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.

16. Site Safety: 

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.

17. Limit of Liability: 

Notwithstanding any other provisions in this agreement 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:

i) For injury to or death of natural persons or damage to or loss of tangible property is limited to its insurances;

ii) For any other damage or loss, is limited to the lesser of either (a) the amount of actual direct damage or loss, or (b) the amount paid by you to Identity Solutions in the last 12 month period in relation to actual Services and/or Products 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 adequate fail safe and redundancy systems.

18. Statutory Rights: 

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

19. Delays:

Identity Solutions shall not be liable for performance and services time shall be extended because of any delays or inability to perform caused by circumstances or events beyond the reasonable control of Identity Solutions or its suppliers.

20. Service Exclusions: 

Services exclude:

  • Supply or service of items which are not listed in an Identity Solutions SOW or Quote;
  • Warranty service for items that are not at the minimum hardware and software versions and/or configuration;
  • 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;
  • 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;
  • Use other than as per manufacturer’s instructions and recommended operating environment;
  • Repairs by others who have not complied with manufacturer’s or other installation or operations instructions;
  • Repairs of items used in excess of rated life or Products which become unserviceable;
  • Manufacturer recalls including product or parts replacement or substitution;
  • 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.
21. Title and Risk: 

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

22. Intellectual Property Rights: 

All Intellectual Property Rights existing, created or developed during the course of a SOW shall remain with Identity Solutions or its licensor. Upon payment in full of the relevant SOW, Identity Solutions grants Customer a non-exclusive, non-transferable license to use Identity Solutions owned Intellectual Property Rights that has been incorporated in any deliverables. Customer retains all Intellectual Property Rights in any data or other materials provided to Identity Solutions.

23. Third Party Products and Services: 

Deliverables may require the Customer to obtain additional third party products. Third Party Products and Services are resold by Identity Solutions as non-returnable, sold “as is” subject to manufacturer’s specifications and warranty is return to base. All software is licensed and subject to the original licensor terms and conditions generally supplied with the software or available on request. Any intellectual property indemnity, support and warranty is as offered by the manufacturer.

24. Changes and Variations: 

The provisions of this Agreement cannot be varied, except by agreement in writing signed by the Parties. If either Party wishes to vary the Agreement, or any SOW or Quote, the proposing party shall submit a copy of the proposed variations to the other party (the receiving party), 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 Agreement, SOW or Quote will be deemed to be so amended from the date of acceptance. If the receiving party rejects the proposed variations, each Party will perform the Agreement, SOW or Quote in accordance with the unvaried terms. If the proposed change is a major variation or out of scope, the responding party will provide an estimate of additional costs of preparing a formal change request. If requested to proceed, the costs for the preparation of the change request are payable by the requesting party regardless of whether the actual change proceeds or not.

25. Confidentiality: 

Each party agrees to keep confidential information which is marked or by its nature confidential and shall protect, not disclose or use such for its own benefit except as permitted by a SOW.

26. Publicity: 

The parties agree reasonably consent to the other party using their name, relationship and generic details of services provided for promotional purposes.

27. Precedence: 

References to any rights or obligations under this Agreement also include any relevant rights or obligations specified in a SOW or Quote. Where there is any inconsistency between any rights or obligations under this Agreement, and any rights or obligations specified in a SOW or Order Form, the rights and obligations specified in the SOW or Quote shall prevail to the extent of any inconsistency.

28. Assignment:

Identity Solutions may assign this Agreement and any SOW to its related subsidiary.

29. Poaching: 

For the term of each SOW plus 12 months, neither party will directly or indirectly employ or engage as an employee or contractor nor solicit the employment of each others' employees or contractors, that are or were connected with or have come into contact with the other as a result of the SOW, unless the others party’s prior written approval is obtained.

30. Export Laws: 

Products, including technical information, software and services of overseas origin may be subject to export or re-export control laws and Customer agrees to comply with their use and re-export.

31. Governing Law: 

These terms are to be construed subject to the laws and courts of Victoria. 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.