General Terms and Conditions

Version dated 16/07/2022

By submitting a Signed Offer for SlaveCheck products and/or services, clicking “Sign Up” or "Register now", or using a SlaveCheck product, you acknowledge that you have read and agree to these terms and conditions, the website terms, the privacy policy and the data processing addendum.

 

1. Definitions and Interpretation

 

1.1 In these terms and conditions, unless the context requires otherwise:

 

Agreement means, for a Free User, the agreement constituted between you and SlaveCheck comprising these terms and conditions, the website terms, the privacy policy, the data processing addendum (to the extent applicable) and any applicable Product Schedules. For Paid Users, the Agreement includes the same as a Free User with the addition of the Signed Offer.

 

Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia.  

 

Confidential Information of a party means any information marked as confidential or which by its nature the other party knows or ought to know is confidential (regardless of the form of the information and when it was acquired) and includes trade secrets, technical knowledge, concepts, designs, plans, precedents, processes, methods, techniques, knowhow, innovations, ideas, procedures, research data, financial data, databases, personnel data, computer software and programs, customer and supplier information, correspondence and letters and papers of every description including all copies or extracts of same relating to the affairs or business of the party.

 

Consequential Loss means:

  • loss of revenue, loss of profits, loss of anticipated profits or loss of (or failure to achieve) anticipated savings;

  • loss of actual or potential opportunities or loss of contracts;

  • loss of or damage to goodwill or reputation;

  • loss arising from damage to credit rating or increased financing costs;

  • loss of data or corruption of data;

  • loss arising from business interruption, a security breach, or loss or damage resulting from wasted management time; or

  • any indirect, punitive, special, economic, incidental or consequential loss or damage, howsoever arising, whether based in contract (including under any indemnity), in tort (including negligence), in equity, under the provisions of any law or otherwise.

 

Control in relation to an entity, means the capacity to determine the outcome of decisions about the entity’s financial and operating policies.

 

Customer, “you” or “your” means Paid Users and Free Users (as applicable).

 

Customer Data means the data, information, content, and other materials (including Personal Information) supplied by the Customer to SlaveCheck or input by SlaveCheck into the SlaveCheck Products and/or Services under this Agreement.

 

Data Protection Requirements means any applicable legislation, regulation, statute or order which may apply from time to time relating to the collection, storage and use of Personal Information including (without limitation) the Australian Privacy Act 1988 (Cth), the Australian Privacy Principles, the UK Data Protection Act 1998, the European Union General Data Protection Regulation, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection (Processing of Sensitive Personal Data) Order 2000 and comparable laws, as the case may be in the applicable jurisdiction, or any amendments and/or re-enactments thereof.

 

Effective Date means the date of acceptance of these terms and conditions.

 

Fault means any fault which renders a Product inoperable.

 

Fees means the fees payable by a Paid User only to SlaveCheck for Software or Services provided under this Agreement, as specified in the relevant Signed Offer.

 

Force Majeure Event means anything which prevents a party from performing, or delays the performance of, any of its obligations under the Agreement (other than an event or circumstance that results in a party not having sufficient funds to comply with an obligation to pay) and is beyond the control of the affected party, including (without limitation):

  1. a force of nature or act of God;

  2. any strike, lockout, industrial action, war, sabotage, riot, act of terrorism, denial of service attack, insurrection, civil commotion, national emergency, epidemic, pandemic, quarantine, radiation or radioactive contamination;

  3. any action or inaction by a Government Agency;

  4. a change in law; or

  5. a breakdown of plant, machinery, equipment or telecommunications or shortages of labour, transportation, fuel, power, plant, machinery, equipment or material (including short supply from the regular source or supplier).

 

Free Trial means a trial of the Products and/or Services without charge, but subject to all other terms in the Agreement.

 

Free User means a user who has been given access to SlaveCheck products and/or services free of charge.

 

GDPR means The General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and The Data Protection Act 2018 (UK);

 

Government Agency means any government or any public, statutory, governmental (including a local government), supra-governmental, semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute.

 

Insolvency Event means, in relation to a party, where:

  1. a receiver, manager, trustee or administrator is appointed over the assets or undertaking of the party;

  2. the party suspends payment of its debts;

  3. the party is unable to pay its debts when they are due;

  4. the party enters into or resolves to enter into any arrangement, composition or compromise with a creditor;

  5. the party ceases to carry on business;

  6. any action is taken to appoint an administrator;

  7. an application, order or action is made for the winding up or dissolution of the party, otherwise than for the purpose of a corporate reorganisation; or

  8. a party is presumed to be insolvent under any applicable statute, or threatens to do any of (a) – (g).

 

Intellectual Property Rights means all intellectual property rights, conferred by statute, common law or equity in or in relation to the following rights:

  1. trade marks, patents, copyright, designs and domain names; and

  2. any application or right to apply for registration of any of the rights referred to in paragraph (a). 

 

Interest Rate means 9% per annum.

 

Losses means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.

 

Paid User means a Customer that has submitted a Signed Offer.

 

Personal Information has the meaning given in the Data Protection Requirements.

 

Product means any product supplied by SlaveCheck to the Customer.

 

Product Schedule means a schedule, if any, issued by SlaveCheck to you in respect of a Product.

 

Purpose means the evidencing, remediation and monitoring of modern slavery.

 

Reporting Entity means any organisation that is required by the anti-slavery legislation of a country to provide an annual modern slavery statement to the government of that country.

 

Reporting Year means the year during which the Reporting Entity submits their annual modern slavery statement.

 

Signed Offer means an offer signed by a Paid User for SlaveCheck Products and/or Services.

Services means services ancillary to the supply of Products, including but not limited to:

  1. installation, integration, maintenance, assistance or back up services;

  2. any related documentation and websites (including source code and databases);

  3. help desk systems and support;

  4. other connectivity applications and interfaces;

  5. conversion or adaptation of data and information on the Customer’s systems; and

  6. the preparation, loading, uploading or provision of software, data, text, images, sounds, videos and other content.

 

SlaveCheck, “our”, “us” or “we” means SlaveCheck Pty Ltd (a company incorporated in Australia, ACN 634 863 433) of 43 Figtree Avenue, Randwick NSW 2031, Australia.

 

SlaveCheck Infrastructure means any property or equipment (including computer hardware and software, electronic interfaces, platforms, databases, text, images, sounds, videos and other content) owned or used by SlaveCheck which enable the Customer to access the Products or Services.

 

SlaveCheck Software means all software in the Products, Services and SlaveCheck Infrastructure.

 

Tax means any sales tax, value added tax (VAT), goods and services tax (GST) or similar tax in any applicable jurisdiction.

 

Term means the Initial Term and each Renewal Term.

 

Trial Period means the period specified by SlaveCheck.

 

User means any person or entity that uses SlaveCheck Products or Services .

 

1.2 The following rules of interpretation apply unless the context requires otherwise:

  • a reference to parties to the Agreement includes any person who executes a deed of accession to it;

  • a reference to a party includes the party’s successors, permitted assigns and Related Bodies Corporate;

  • a reference to a person includes a body corporate, an unincorporated body, enterprise, firm, trust, joint venture, syndicate or other entity;

  • a reference to a clause is to a clause of these terms and conditions;

  • a reference to a schedule is to a schedule of the Agreement;

  • a reference to any legislation or part thereof includes any amendment, consolidation or replacement of it, and all regulations and statutory instruments issued under it;

  • a reference to conduct includes any omission, statement or undertaking, whether or not in writing;

  • the singular includes the plural and conversely;

  • if any payment by a party is due on a day which is not a Business Day, the due date will be the next Business Day in the same calendar month or, if none, the preceding Business Day; and

  • if an obligation must be performed by two (2) or more persons, it binds them jointly and individually.

 

2. Formation and Term

 

2.1 When you purchase SlaveCheck Products and Services as a Paid User or use SlaveCheck Products and Services as a Free User and you click ‘I accept’ (or similar), the Agreement between SlaveCheck and the Customer is formed and commences:

  • in the case of Free Users, upon the Free User’s first use of a SlaveCheck Product or Service; and

  • in the case of Paid Users, on execution of the Signed Offer for the term set out in the Signed Offer.

 

For the purpose of this Agreement, the date of commencement of this Agreement for both Free Users and Paid Users is referred to as the 'Commencement Date' and the term of the Agreement set out above is the ‘Initial Term’.  

 

2.2 At the end of the Initial Term, unless the Customer has provided SlaveCheck with 30 days’ prior written notice that it wishes to opt out of the Agreement, or unless otherwise stated in the Signed Offer, the Initial Term will renew on a rolling annual basis (each year being a ‘Renewal Term’).

 

2.3 You warrant that you have the authority to enter into this Agreement and bind the Customer to the Agreement.

 

2.4  You acknowledge and agree that you are responsible for ensuring your Users are aware of and comply with this Agreement.

 

3. Supply of Products

3.1 SlaveCheck agrees to supply, and the Customer agrees to access, the Products specified in the Signed Offer (in the case of Paid Users) or otherwise made available to Free Users for the duration of the Term.

3.2 We may make changes, modifications and updates to the Products and Services (including adding or removing functionality or features) from time to time as long as there is no material degradation of the Products.

3.3 Access to the Products and Services is granted subject to the following conditions:

  • they may only be used by the Customer and/or its Users;

  • they must not be used to provide a service or functionality which is similar to the Products or competes with SlaveCheck;

  • they must not be copied, reproduced, resold or resupplied; and

  • they must not be used for any purpose other than the purpose for which they are supplied under the Agreement, including (without limitation):

    1. for any improper or unlawful purpose;

    2. to damage or interfere with the SlaveCheck Infrastructure or the supply of the Products and Services to other Customers;

    3. to host or transmit information containing viruses or other harmful code; or

    4. to modify, reverse engineer, decompile, create other works from, or disassemble any programs contained in the SlaveCheck Software.

 

3.4 We represent and warrant that:

  • the Products will be supplied and supported by appropriately qualified and trained personnel acting with due care and diligence;

  • each Product will comply with the relevant Product Schedule.

3.5

  • You acknowledge and agree that you are solely responsible for determining whether the Products and Services are suitable for your needs, including any output generated by the Products and Services.  SlaveCheck Products and Services and any output generated by them are intended only to assist you with your compliance with applicable modern slavery laws and/or any other applicable laws and regimes that our Products and Services may relate to from time to time, and are not to be considered as a substitute for professional advice.  You remain solely liable and responsible for your compliance with applicable modern slavery laws.

  • The warranties provided in clause 3.4 are exhaustive and you acknowledge and agree that subject to any express warranties in this Agreement, the Products and Services are provided “as is” without any other warranty or condition, express, implied or statutory, including any warranties or representations relating to title, quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use, non-infringement or security and operation, to the maximum extent permitted by law.

  • We do not guarantee continuous, uninterrupted access to the Products or Services as the Products and Services, being SaaS technology that relies on complex connectivity between the SlaveCheck Infrastructure and third party systems via the internet, may be interfered with by numerous factors outside of our reasonable control.

  • You are responsible for implementing appropriate security processes, systems and procedures to protect yourself from the download of any virus, worms, Trojan horses or other code that has contaminating, harmful or destructive qualities.

 

3.6 Each Customer and its Users will create and maintain their login credentials (including email address and password) to access the Products (Account). The Customer and its Users must maintain adequate security to ensure that no other person gains access to its Account.

3.7 The Customer is solely responsible for:

  • all activity and transactions on the Account by the Customer or any of its authorised Users, including any unauthorised access by third parties;

  • maintaining the confidentiality and security of the Account and notifying SlaveCheck immediately of any unauthorised use; and

  • using all reasonable endeavours to prevent any unauthorised access to or use of SlaveCheck Products and/or Services; and

  • protecting any Customer Data, uploaded by or on behalf of the Customer into the Products and/or Services, including backing-up, and ensuring the security of, such Customer Data, and taking appropriate measures to protect Customer Data from accidental, unlawful or unauthorised access, use or disclosure.

 

4. Fees

 

4.1

  • Paid Users agree to pay the Fees for each Reporting Year in advance.

  • Free Users can use the Products available to them without payment of Fees.

  • If a Free Trial is offered to the Customer, the Customer is entitled to use the relevant Products for the Trial Period free of charge.

 

4.2

  • SlaveCheck will invoice Paid Users in advance for the Fees due under the Agreement for the Products and Services for the Reporting Year ahead. To the extent permitted by law, fees paid in advance are non-refundable. 

  • Paid Users must pay all Fees by the due date for payment specified in the invoice in cleared funds without set-off, counterclaim or deduction of any kind, including in respect of taxes, levies, imports, duties, charges (including intermediary bank charges) or fees.

4.3

  • If a Paid User disputes any part of an invoice, the Paid User must notify SlaveCheck in writing within 15 days of receipt of the invoice of the reasons for disputing the invoice and pay the undisputed amount on or before the due date for payment. Failing this, the Paid User will be deemed to have accepted the invoice as accurate.

  • The parties must endeavour to resolve the disputed amount between themselves within 15 days of the notification being given by the Paid User. Failing this, the dispute resolution procedure set out in clause 16 applies.

 

4.4 If the Paid User fails to make a payment due under the Agreement when called upon to do so, SlaveCheck may charge the Customer default interest on the undisputed overdue amount from the due date for payment up to the date of actual payment at the Interest Rate.

 

4.5

  • All Fees are exclusive of Tax unless stated otherwise by SlaveCheck in writing.

  • If Tax is applicable to any supply made by SlaveCheck under the Agreement, SlaveCheck may add to the Fees an amount equal to the applicable Tax.

 

4.6 Fees may be increased by up to 5% annually following the Initial Term.   To the extent you do not agree to a Fee Increase you must notify us in writing within [7] days of receipt of notice of the Fee increase and you may terminate the Agreement in accordance with clause 12.1(e).

 

5. Customer obligations

 

The Customer must:

  • maintain the necessary infrastructure to support the provision of the Products and Services;

  • ensure that all information and content inputted or uploaded to the Products and Services or SlaveCheck Infrastructure is accurate and up to date;

  • only input, upload, publish or provide SlaveCheck with content that it owns all the rights to, or that the rights holder has granted it permission to use for such purposes;

  • comply with any operational procedures and maintain any technical specifications included in the Product Schedule, documentation provided by SlaveCheck, or other reasonable directions given by SlaveCheck from time to time in relation to the Products and Services;

  • comply with any applicable law and the requirements or directions of Government Agencies in respect of the Product and Services;

  • provide SlaveCheck with all information, assistance and co-operation reasonably requested by SlaveCheck in order to enable SlaveCheck to meet its obligations under the Agreement;

  • not do, or omit to do, anything which the Customer is aware or ought reasonably to be aware, could have an adverse effect on the operation or maintenance of the Products, Services or SlaveCheck Infrastructure; and

  • provide SlaveCheck and its contractors, agents and employees with prompt access to the Customer’s software, infrastructure, personnel, equipment, data and information as is reasonably required for the purpose of delivering the Products and/or Services.

 

6. Maintenance and Suspension

 

6.1 We may perform scheduled and unscheduled maintenance on the Products, Services and SlaveCheck Infrastructure from time to time. We’ll use reasonable efforts to give you notice before undertaking any scheduled maintenance that might impact on the operability of the Products.

6.2 We may suspend a Product or Service, or access to the SlaveCheck Infrastructure, if and for as long as it is necessary to comply with any law, protect any person, system or equipment from harm, or to enable authorised persons to attend to an emergency. Where reasonably practicable, we will notify you in advance of such suspension .

7. Support

 

7.1 We will provide reasonable support to you and your Users during business hours. You are responsible for all actions taken by our support staff upon your verbal or written instructions.

 

7.2 You must treat all SlaveCheck staff with respect and refrain from engaging in any abusive, aggressive or vexatious behaviour towards SlaveCheck’s representatives. You acknowledge and agree that a breach of this clause 7.2 is a material breach of the Agreement.

 

8. Faults

 

8.1 The Customer must report Faults to SlaveCheck’s support team without undue delay.

 

8.2 SlaveCheck is not responsible for rectifying Faults where the Fault is caused by the Customer’s software. SlaveCheck will use its reasonable endeavours to resolve all other Faults to the extent reasonably practicable

 

9. Privacy and data protection

 

9.1

  • The purpose of SlaveCheck’s processing of Personal Information is the supply of the Products and Services pursuant to the Agreement. To the extent the GDPR applies in respect of the Products and/or Services, the parties acknowledge and agree that:

  • the Customer is the controller and SlaveCheck is the processor of such Personal Information (as those terms are defined under the GDPR); and

  • the data processing addendum, available here https://www.slavecheck.com/data-processing-addendum, will apply and is incorporated into this Agreement. 

  • Each party must comply with the Data Protection Requirements.

 

9.2 The Customer must ensure that Personal Data is collected and supplied to SlaveCheck in a manner compliant with the Data Protection Requirements, including by providing all notices and obtaining all consents required in order for SlaveCheck to process Personal Data pursuant to the Agreement.

9.3 You acknowledge that the collection, use and storage of Personal Data and your Personal Information may be necessary for the perform the Agreement, Our policies with respect to the collection and use of Personal Data are governed according to our privacy policy, available at https://www.slavecheck.com/privacy-policy, which is incorporated into this Agreement.

10. Confidentiality

 

10.1 Each party (Recipient) which receives Confidential Information of the other party (Disclosing Party) under the Agreement acknowledges that all Confidential Information provided to it, or to which it is exposed, is confidential to the Disclosing Party.

 

10.2 The Recipient acknowledges and agrees that the Confidential Information is, by virtue of its special nature, valuable property of the Disclosing Party and that the Disclosing Party may suffer damage or loss by any disclosure by the Recipient of the Confidential Information.

 

10.3 The Recipient must:

  • treat all Confidential Information as confidential and subject to clause 10.5 of this Agreement, must not make it public or disclose it to any other person unless it has first obtained the written consent of Disclosing Party;

  • prevent third parties from gaining access to the Confidential Information; and

  • upon the Disclosing Party’s request or expiry or termination of the Agreement, deliver and surrender to the Disclosing Party all records of Confidential Information held by it.

 

10.4 The Recipient may disclose Confidential Information if required to do so by a Government Agency or any law or court order, or the rules of any applicable securities exchange after first giving notice to Disclosing Party and after taking all practicable steps to co-operate with the Disclosing Party to limit the disclosure to the maximum extent permitted by law.

 

10.5 Each party may disclose Confidential Information to any of its employees, contractors or advisers on a need to know basis as long as each such recipient is bound by obligations of confidence substantially the same as contained in the Agreement.

 

10.6 The obligations under this clause 10 shall not apply to Confidential Information which (whether before or after the Effective Date):

  • is publicly known and made generally available in the public domain through no breach of the Agreement by the Recipient;

  • is already in the possession of the Recipient at the time of disclosure by the Disclosing Party as shown by the Recipient’s files and records immediately prior to the disclosure;

  • is acquired or received by the Recipient from a third party lawfully in possession of such information and without breach of such third party’s obligations of confidentiality to the Disclosing Party; or

  • is independently developed by the Recipient without use or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Recipient’s possession.

 

11. Intellectual Property Rights

 

11.1

  • All Intellectual Property Rights which are owned by the parties as at the Commencement Date will at all times remain owned by them exclusively and nothing in the Agreement may be construed as transferring the ownership of the Intellectual Property Rights of one party to another.

  • We grant you and your Users a non-exclusive, limited, revocable licence to use the Products and Services for the Term of the Agreement to obtain the benefit of the Products and Services and for your internal business purposes only.  

 

11.2 The  Customer:

  • acknowledges and agrees that the SlaveCheck Software is SlaveCheck’s proprietary information in which SlaveCheck owns all Intellectual Property Rights; 

  • must not attempt to modify or create any derivative work of the Products, Services or SlaveCheck Software;

  • must not remove, modify or obscure any copyright, trade mark or other proprietary rights notices that are contained in or on the Products, Services or SlaveCheck Software; and

  • must not reverse assemble, disassemble, reverse engineer or otherwise attempt to access or derive the source code, the underlying ideas, algorithms, structure or organisation of the Products, Services or SlaveCheck Software.

 

11.3 The Customer owns all rights (including Intellectual Property Rights), title and interests in and to the Customer Data input into SlaveCheck Products and/or Services and is solely responsible for the integrity, accuracy and quality of the Customer Data and how it acquires or accesses any such Customer Data. 

 

11.4 The Customer acknowledges and agrees that any output and/or reports generated by SlaveCheck Products and/or Services are dependent on the integrity, accurate and quality of the Customer Data.

 

11.5 The Customer grants to SlaveCheck a:

(a)     royalty-free, non-exclusive licence during the Term, to use the Customer Data to the extent necessary to provide the Products and/or Services and/or perform its obligations under this Agreement; and

(b)    royalty-free, a non-exclusive, worldwide, assignable, perpetual and irrevocable licence to copy, use and analyse the Customer Data for any purpose, including for SlaveCheck’s business purposes and for benchmarking and analytics to improve and understand product usage and customer needs, provided such output and analyses will not contain any Personal Information, Customer Confidential Information, and/or any Customer identifying information.

 

11.6   Because SlaveCheck is a collaborative, 'collective intelligence' initiative, and the success of SlaveCheck in leading and coordinating the elimination of modern slavery relies upon the cooperation and participation of a wide range of stakeholders, the Customer consents to SlaveCheck naming the Customer as a client and reproducing its business name and logos for marketing and publicity purposes to build trust in the SlaveCheck brand with a view to attracting the cooperation and participation of the requisite stakeholders.

 

11.7   The Customer agrees that SlaveCheck may use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from the Customer that directly relates to the Customer’s products, services or business, including any suggested changes or modification to the SlaveCheck Products and/or Services.

12. Termination

 

12.1 You may terminate the Agreement:

  • if we commit a material breach of the Agreement and either:

    • the breach is not remedied within 14 days of the date written notice of the breach is served on us; or

    • the breach is not capable of remedy and you have provided us with reasonable notice of the breach;

  • immediately if we suffer an Insolvency Event;

  • in accordance with clause 13 (Force Majeure Event);

  • if you decide not to renew the Initial Term, in accordance with clause 2.2; or

  • at any time after the Initial Term by giving us 30 days’ prior written notice.

 

12.2 We may terminate the Agreement:

  • if you have committed a material breach of the Agreement and either:

    1. the breach is not remedied within 14 days of the date written notice of the breach is served on you; or

    2. the breach is not capable of remedy and we have provided you with reasonable notice of the breach;

  • immediately if you suffer an Insolvency Event;

  • in accordance with clause 13 (Force Majeure Event);

  • if you breach any of the conditions in clause 3.2; or

  • at any time after the Initial Term by giving you 30 days’ prior written notice.

 

12.3 On termination of the Agreement, you must cease using the Products and Services. 

 

12.4 If you wish to retain any SlaveCheck Data stored in the Products, it must be downloaded prior to termination of the Agreement. We will assist you (at your cost, which shall not exceed the reasonable cost incurred by us) to ensure that all or part of the SlaveCheck Data made available for you, by you or on your behalf in the context of SlaveCheck (as determined by you), is either destroyed, or returned to you, or made available to another service provider, as reasonably directed by you and to the extent permitted by law. 

 

13. Force Majeure

 

13.1 No liability

 

Where any failure or delay by a party (Affected Party) in the performance of its obligations (excluding payment obligations) under this Agreement is caused, directly or indirectly, by a Force Majeure Event:

  • the Affected Party must as soon as practicable give the other party written notice of that fact;

  • the Affected Party is not liable for that failure or delay; and

  • the Affected Party’s obligations under this Agreement is suspended, to the extent to which they are affected by the relevant Force Majeure Event, for the duration of the Force Majeure Event.

 

13.2 Termination for Force Majeure Event

 

If the Force Majeure Event continues for more than 30 consecutive days and while it continues, either party may terminate this Agreement by giving written notice to the other.

 

14. Limitation of liability

 

14.1 Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, in no case will we, our directors, officers, employees, affiliates, agents, contractors, principals or licensors be liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise, for any direct Loss or Consequential Loss arising out of or in connection with your and/or your Users’ use of the Products and Services.

 

14.2 Where legislation implies into the Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of liability under such condition or warranty, the condition or warranty is deemed to be included. The liability of SlaveCheck for any breach of such condition or warranty is limited, at the option of SlaveCheck, to one or more of the following:

  • if the breach relates to Products:

    1. the replacement of the Products or the supply of equivalent Products;

    2. the repair of such Products;

    3. the payment of the cost of replacing the Products or of acquiring equivalent Products; or

    4. the payment of the cost of having the Products repaired; and

  • if the breach relates to Services:

    1. the resupply of the Services; or

    2. the payment of the cost of having the Services supplied again.

 

14.3

  • To the extent permitted by law (and in the case of SlaveCheck, where SlaveCheck’s liability cannot be limited in accordance with clauses 14.1 and 14.2), each party’s total aggregate liability in respect of all claims made under the Agreement (including in respect of any claims in tort) is limited to the total Fees paid by the Customer in the preceding 12 months. 

 

      For Free Users, total aggregate liability in respect of all claims made under the Agreement (including in respect of any claims in

      tort) is limited to fifty dollars ($50).

  • The limitations of liability in this clause do not apply to the indemnity in clause 16 or in relation to any liability arising from the Customer's or its Users’ fraud, gross negligence or wilful misconduct.

 

15. Third Party Products

 

15.1 SlaveCheck may use third party products and services in relation to the Products and/or Services (including incorporating such products and services into the Platform) (Third Party Product(s)).

15.1 The Customer acknowledges and agrees that: 

  • access to and use of certain features of the Products and/or Services may be contingent on the Customer’s use of such Third-Party Products, including from specific Third-Party Suppliers advised by SlaveCheck;

  • SlaveCheck makes no representations or warranties in relation to, and does not accept liability for, any Third-Party Products.

 

16. Indemnity 

 

You indemnify us, our directors, officers, employees, affiliates, agents, contractors, principals or licensors from and against any Loss based on or arising from:

  • your use of the Products and/or Services;

  • your or your Users’ breach or alleged breach of this Agreement; and/or

  • any act or omission of you, your Users, or your representatives, agents employees and/or contractors, and licensees (as applicable).

 

17. Disputes

 

17.1 The parties must exhaust the following provisions before initiating any legal proceedings.

  • When a dispute arises, the disputing party must give notice in writing to the other party setting out in detail the nature of the dispute.

  • The parties must use reasonable endeavours and act in good faith to resolve the dispute notified under clause (a) by negotiation between a senior manager of each of them and for a period of at least 20 Business Days.

 

17.2 Nothing in this clause 17 prevents any party from seeking urgent interlocutory relief from a court at any time.

 

18. General

 

18.1 The Agreement, and any rights, obligations or licenses pursuant to it, may not be assigned without the prior written consent of each of the parties. If you wish to assign the Agreement and/or your SlaveCheck account, please contact us.

 

18.2 To the extent you are a corporate entity and you experience a change in Control  and the new controller is (a) a competitor to SlaveCheck or (b) poses a material threat to SlaveCheck’s business, we may terminate the Agreement and the supply of any Products or Services by providing you with reasonable prior written notice.

 

18.3

  • A notice required or permitted to be given by you must be provided to us in writing and in English.

  • A notice is taken to have been given:

    1. if delivered personally, immediately upon delivery;

    2. if mailed, on the second Business Day after posting; and

    3. if emailed, on the date sent, unless the recipient is able to demonstrate that the email failed to be delivered. 

 

18.4 The Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of its courts.

 

18.5 Each party must, from time to time, do all things (including executing all documents) necessary or desirable to give full effect to the Agreement.

 

18.6 The Agreement may not be amended or varied except by written agreement between the parties.

 

18.7 The Agreement:

  • is the whole agreement between the parties; and

  • supersedes all oral and written communications by or on behalf of any of the parties in relation to the subject matter of the Agreement.

 

18.8 The provisions which are capable of having effect after termination of the Agreement will remain in full force and effect.

 

18.9 If any part of the Agreement is legally unenforceable, the Agreement does not include it and the remainder of the Agreement continues in full force.

 

18.10 Nothing in the Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any right, power or remedy that a party may have against another party or any other person at any time.

 

18.11 Where the Agreement gives us a right or power to consent or approve in relation to a matter under the Agreement, it may be withheld or given conditionally or unconditionally in our absolute discretion.

 

18.12 The Agreement does not create any relationship of partnership or employment, franchise, joint venture or agency between the parties.

 

18.13 A delay or failure by a party in exercising a right, power or remedy arising under, or in connection with, the Agreement will not be considered a waiver of such party’s right, power or remedy. Any waiver must be in writing and signed by the party granting the waiver and it is only effective to the extent set out in that waiver.

 

– ENDS –