Terms & Conditions

IFIDELIS GENERAL TERMS AND CONDITIONS FOR AGREEMENT TO SUPPLY RECOGNISEME AND RELATED SERVICES
Capitalised words in a clause of these General Terms and Conditions have the meaning given in that clause or in the dictionary at the end of these General Terms and Conditions. These General Terms and Conditions are interpreted according to the rules of interpretation in the dictionary.

  1. AGREEMENT TO SUPPLY THE SERVICE
    1. These are our standard offer terms and conditions. Please ensure you read the terms and conditions specific to your offer before taking up RecogniseMe Service registration or subscription.
    2. These General Terms and Conditions apply to the registration and subscription for the access to and use of RecogniseMe.
    3. This page sets out the full terms and conditions of use of the RecogniseMe associated software, websites or mobile sites (“Sites”), any downloadable applications (apps) and any other platform and / or technology whether known now or created in the future (“RecogniseMe”).
    4. In these terms and conditions “you” are the user of the Sites and can be a person, a corporate entity or other entity incorporated or otherwise including, but not limited to, an association. This definition includes a reference to “your”.
    5. In these terms and conditions
      a) “iFidelis Pty Ltd” may be referred to as “iFidelis”.
      b) “RecogniseMe” will be referred to as “RecogniseMe” and also may be referred to as “the Service”.
      c) The terms “RecogniseMe” and “the Service “ includes all RecogniseMe associated software, websites, mobile sites, any downloadable applications (apps) and any other platform and / or technology whether known now or created in the future. Your use, user registration and / or subscription to RecogniseMe constitutes your agreement to these terms and conditions (“Agreement”).
    6. This Agreement is between you and iFidelis Pty Ltd, a private company, with its registered offices at of Level 1, 246 Glen Osmond Road, Fullarton SA 5063 Australia (“iFidelis”).
    7. iFidelis will supply the Service on the terms and conditions of the standard form of agreement for the Service which comprises:
      a) the Standard Pricing Table at www.recogniseme.com/pricing.html ;
      b) the Service Description; and
      c) these General Terms.
      If any of the terms of those documents is inconsistent with any other of those terms, then the documents and their terms will prevail in the order set out above, except that clauses 17 (Your Rights Against iFidelis) and 18 (End Users etc) always prevail over all other terms in any of those documents.
    8. You may request iFidelis to supply the Service to you in a manner accepted by iFidelis from time to time which may include using the relevant iFidelis approved standard application form at www.recogniseme.com/sign-up.html from time to time (“Application”). Your Application specifies the Service you have selected and may specify options and parameters you have selected for that Service.
  2. THE SERVICE
    1. RecogniseMe offers a subscription based online Service for organisational Governance Communications and Related information, location and reporting matters.
    2. Once a Service Agreement is in place, a dedicated RecogniseMe Service Account is established for your organisation that is available for your use under the terms of this Agreement for as long as the subscription is paid by your organisation.
    3. RecogniseMe operates under a Continuous Service Subscription that covers all costs associated with the Service including applicable statutory charges, except for:
      a) the provision of Short Message Service (SMS);
      b) any technical support, maintenance or other services which you request iFidelis to provide; and
      c) any Equipment you may purchase equipment from iFidelis or any of its Personnel or Suppliers for use in connection with the Service.
    4. Short Message Service (SMS) is a RecogniseMe text messaging service component of AlertMe:
      a) SMS charges are not covered by your RecogniseMe Continuous Service Subscription.
      b) Price is per Short Message Service (SMS) sent including all applicable statutory costs.
      c) Each SMS recipient is considered to be an SMS sent (e.g. 5 recipients = 5 SMSs sent).
      d) SMS are only sent (and charged) to mobile devices registered with RecogniseMe.
      e) Whilst visitors are free to register, any SMSs sent to them are charged at the normal SMS rate.
      f) The RecogniseMe SMS service is set up for your organisation by default.

      The SMS service is used in the following circumstances:
      i) Used to notify relevant risk managers of reported incidents via Report an Incident messages so action can be taken as quickly as possible - MANDATORY
      ii) Used to push out high priority alerts in AlertMe messages to users providing notification as quickly as possible - HIGHLY RECOMMENDED
      iii) Used to push out Non High Priority Alerts in AlertMe messages to users – OPTIONAL

      g) It is up to your organisation to control the use of SMS. iFidelis is not responsible for the SMS usage in your organisation.
  3. YOUR USE OF THE SERVICE
    1. iFidelis must supply the Service from the Service Start Date.
    2. You must reasonably co-operate with iFidelis to allow iFidelis to establish and supply the Service to you safely and efficiently. This includes following iFidelis’ reasonable requests to provide:
      a) any necessary forecasts of user numbers to iFidelis, on which iFidelis will rely in establishing and supplying the Service to you; and
      b) iFidelis’ Personnel with safe and prompt access to your organisational information necessary to establish the Service.
    3. In using the Service, you must comply with all laws, all directions by a Regulator and reasonable directions by iFidelis.
    4. You must not use, or attempt to use, the Service:
      a) to break any law or to infringe another person’s rights;
      b) to expose iFidelis to liability;
      c) in any way which damages, interferes with or Interrupts the Service, or any telecommunications network, equipment, software, or facilities controlled by iFidelis (“iFidelis Network”) to supply the Service, as those things are configured at the time;
      d) in excess of any forecast provided to iFidelis under clause 3.2(a), except where you are expressly permitted to do so in the Service Description; or
      e) in any way which may damage any property or injure or kill any person.
    5. You:
      a) must not use, or attempt to use, the Service to transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing or unwanted; and
      b) acknowledge that, where the Service is a Carriage Service (such as the RecogniseMe SMS Service), iFidelis may be required to intercept communications over the Service and may also monitor your usage of the Service and communications sent over it.
    6. iFidelis may ask you to stop doing something which iFidelis reasonably believes is contrary to clauses 3.4 or 3.5. You must immediately comply with any such request. If you do not, then iFidelis may take any steps reasonably necessary to ensure compliance with clauses 3.4 or 3.5 or the request.
    7. To the extent permitted by law, you acknowledge that iFidelis makes no warranty in relation to the performance or characteristics of any software supplied in connection with the Service.
    8. As part of the Service process, you and your End Users are required to register and use a password. If iFidelis set up your access, you must immediately change the generic password used for that purpose on your next log in. You must take care to keep your password confidential, do not write it down or store it electronically where it can be discovered and do not disclose it to anyone. iFidelis is not responsible for the security of your Service. You could be liable if an unauthorised person gains access to RecogniseMe and breaches any part of the Agreement with your log in details.
  4. INFRASTRUCTURE AND EQUIPMENT
      Infrastructure
    1. iFidelis or its Personnel may provide or lease to you, in connection with the Service, infrastructure, such as servers, which it, or they, own or lease (“iFidelis Owned Infrastructure”).
    2. Title and / or ownership in the iFidelis Owned Infrastructure is not transferred to you.
    3. You must keep the iFidelis Owned Infrastructure free from any charge, lien, mortgage or encumbrance.
    4. Unless otherwise agreed, you must:
      a) allow iFidelis' Personnel, and only iFidelis' Personnel, to service, modify, repair or replace the iFidelis Owned Infrastructure; and
      b) do all things reasonably required by iFidelis to make clear the identity of the owner of the iFidelis Owned Infrastructure.
    5. Equipment
    6. You may purchase equipment from iFidelis or any of its Personnel or Suppliers for use in connection with the Service. Title to that equipment passes to you when you pay for it in full in cleared funds. Risk in that equipment passes to you on delivery. iFidelis will use reasonable efforts to transfer to you any manufacturer's warranty in any such equipment, from the time title passes to you.
    7. You are responsible for any damage to, or destruction or theft of, the Purchased Equipment, except to the extent it is caused by iFidelis.
    8. You must ensure that all equipment you use in connection with the Service, and the way you use that equipment, complies with all laws, as well as directions by a Regulator and reasonable directions by iFidelis. If you do not do so, iFidelis may disconnect that equipment from the Service. iFidelis will try to give you reasonable notice before disconnection, but may do so immediately in an emergency.
    9. You must provide adequate and suitable space, power supply and environment for all equipment used in connection with the Service and located on the Premises.
  5. MAINTENANCE
    1. iFidelis may conduct maintenance on the iFidelis Network. iFidelis will try to conduct scheduled maintenance outside normal business hours (Brisbane time) but may not always be able to do so.
    2. Except to the extent the Service Description expressly provides otherwise, iFidelis is not responsible for rectifying any fault in the Service where the fault arises in or is caused by a Telecommunications Supplier Network, your equipment or other equipment or personnel or facilities.
  6. SERVICE CHARGES
    1. You must pay the charges for the Service and RecogniseMe SMS Service set out in the Standard Pricing Table (or the terms of an applicable Special under clauses 6.3 and 6.4) and any additional charges set out in the Application and in accordance with any applicable provisions of the Service Description at clause 2. Charges for the Service accrue from no later than the Service Start Date.
    2. iFidelis may charge you an additional amount:
      a) for the use of the RecogniseMe Short Message Service (SMS);
      b) to service, modify, repair or replace the Service or any equipment, as a result of an Excluded Event; and
      c) for Service Establishment, if the information you provided to iFidelis to determine the Service Establishment required was incomplete or inaccurate; and
      d) for technical support, maintenance or other services which you request iFidelis to provide outside normal business hours (Brisbane time).
    3. From time to time iFidelis may offer special promotions or offers (“Specials”) in connection with the Service. A Special may apply to or involve more than one service, and it may be notified in a general advertisement or specifically provided to you. A Special may be subject to certain conditions, including where iFidelis may:
      a) offer to vary the price;
      b) offer to vary the terms of supply; or
      c) require you to acquire all relevant services for a minimum period and to pay a fee if you cancel supply prior to the expiry of that minimum period.
    4. You may accept the Special by any means notified by iFidelis (which may include completing and signing an Application that includes some or all of the terms of the Special). If you validly accept a Special, the terms of that Special will prevail to the extent of any inconsistency over those which would otherwise apply in the Agreement, and will apply for at least the duration of the Special notified by iFidelis. In all other respects, the terms and conditions of the Agreement continue to apply. After the Special expires, iFidelis may end the Special pricing and terms.
    5. In calculating charges, iFidelis need only look at billing information generated or received by iFidelis or its Suppliers. iFidelis may round up any charge to the nearest cent (in Australian currency).
  7. SERVICE AND PAYMENT AND INVOICES FOR RECOGNISEME SMS, TECHNICAL SUPPORT, MAINTENANCE OR OTHER SERVICES AND EQUIPMENT
    1. Payment Currency is Australian Dollars (AUD).
    2. RecogniseMe Service Payment
    3. RecogniseMe operates under a Continuous Service Subscription.
    4. Subscriptions are continuous. This means that once you have become a subscribing member, you accept that your subscription will be automatically renewed from one month to the other and your credit / debit card will be charged in advance on the first day of each successive month based on the subscription package charges (see Standard Pricing Packages at www.recogniseme.com/pricing.html) you have chosen.
    5. The Service is not confirmed until the validation of your payment details, and payment and once the sum is credited to iFidelis.
    6. Charges should be processed within 24 hours after the subscription request has been submitted by you.
    7. The acceptance of the contract by checking the box during the subscription process has the same value as a handwritten signature.
    8. At the same time you complete the subscription process you will be sent a confirmation email recalling the terms and conditions of your subscription and your subscription will then commence.
    9. It is recommended that you keep this email and / or print it out.
    10. By purchasing a subscription you confirm that you are the holder of the payment card or account from which payment will be taken, and / or are authorised to use that payment card or account for the transaction and any renewals.
    11. You must pay all charges incurred in respect of the Service and equipment whether or not the charges and the related use of the Service were authorised by you. This includes charges incurred in connection with your End Users' use of the Service.
    12. If your financial institution fails to honour your payment, you must pay the amount owing directly to iFidelis and an additional administration fee may apply.
    13. Subject to clause 9 (Taxes), you may not withhold, deduct or set-off any amount from or against any payment due by you to iFidelis in any circumstances. iFidelis may withhold or deduct from or set-off against any amount which iFidelis must otherwise pay or credit to you any amount payable by you to iFidelis.
    14. RecogniseMe SMS Service Payment
    15. The RecogniseMe SMS service is provided by a third party proviider. SMS are charged to your credit / debit account as prepaid blocks of credit. You will be notified via email when your account needs to be topped up. You are responsible for the payment of SMS credit blocks directly to the third party provider.
    16. The RecogniseMe SMS Service is not available until the validation of your payment details, and payment and once the sum is credited to iFidelis.
    17. Charges should be processed within 24 hours after the subscription request has been submitted by you.
    18. The acceptance of the contract by checking the box during the subscription process has the same value as a handwritten signature.
    19. By purchasing the RecogniseMe SMS Service you confirm that you are the holder of the payment card or account from which payment will be taken, and / or are authorised to use that payment card or account for the transaction and any renewals.
    20. You must pay all charges incurred in respect of the RecogniseMe SMS Service whether or not the charges and the related use of the Service were authorised by you. This includes charges incurred in connection with your End Users' use of the Service.
    21. If your financial institution fails to honour your payment, you must pay the amount owing directly to iFidelis and an additional administration fee may apply.
    22. Subject to clause 9 (Taxes), you may not withhold, deduct or set-off any amount from or against any payment due by you to iFidelis in any circumstances. iFidelis may withhold or deduct from or set-off against any amount which iFidelis must otherwise pay or credit to you any amount payable by you to iFidelis. Invoices for Technical Support, Maintenance or Other Services and Equipment
    23. Unless otherwise agreed, iFidelis may invoice you:
      a) for any equipment you purchase from iFidelis or its Personnel or Suppliers, on or after delivery;
      b) for any technical support, maintenance or other services which you request iFidelis to provide, after Service Establishment;
      c) for recurring or fixed charges, in advance; and
      d) otherwise, as notified by iFidelis from time to time.
    24. iFidelis will notify you of its billing period for invoices from time to time. iFidelis may also issue interim invoices for accrued charges.
    25. iFidelis may invoice you using a billing agent (which may be another iFidelis Group Company).
    26. Subject to clause 8 (Billing Disputes), you will pay each amount invoiced in the way and by the due date specified in the invoice or which iFidelis notifies you from time to time.
    27. iFidelis will try to include on your invoice all charges for the relevant billing period. This is not always possible; for example, because iFidelis receives an invoice for your Service from another Supplier, or because of an error or problem with the relevant iFidelis billing system. iFidelis may include these unbilled charges in any later invoice(s).
    28. iFidelis may re-issue any invoice if any error is later discovered. If you have overpaid as a result of a billing error, your account will be credited with the overpayment or, if you have stopped acquiring the Service from iFidelis, iFidelis will refund the overpayment promptly after your request and after deduction of any other amounts due by you to iFidelis.
    29. If you do not pay any amount invoiced by the due date (except any amount which is validly disputed under clause 7), then iFidelis may charge you a late fee of 2% per annum above iFidelis' corporate overdraft rate from time to time calculated on the daily balance of the unpaid amount from the due date until the date of payment in full. This is an independent obligation which applies before and after judgment. You must also pay iFidelis’ expenses in recovering payment from you.
    30. If you choose to pay by direct debit and your financial institution fails to honour your payment, you must pay the amount owing directly to iFidelis and an additional administration fee may apply.
    31. Subject to clause 9 (Taxes), you may not withhold, deduct or set-off any amount from or against any payment due by you to iFidelis in any circumstances. iFidelis may withhold or deduct from or set-off against any amount which iFidelis must otherwise pay or credit to you any amount payable by you to iFidelis.
  8. BILLING DISPUTES
    1. You may dispute an amount invoiced by iFidelis but only if you do so in accordance with this clause 8.
    2. Except to the extent you raise a valid billing dispute in respect of an iFidelis charge or invoice, you agree that the invoice is valid and payable (and you must pay any undisputed amount included in the invoice in accordance with clause 7).
    3. To raise a valid billing dispute, you must:
      a) make a good faith request to iFidelis to investigate the specific charges or invoice, providing at the same time specific evidence which demonstrates that a particular charge or invoice is incorrect; and
      b) make any such request to iFidelis within 12 months of the date of the relevant invoice.
    4. You may only make a claim or commence proceedings alleging that any charge or invoice is incorrect, or you are entitled to a refund for overpayment, if you do so within 12 months of the date of invoice or overpayment.
    5. If you raise a valid billing dispute, then iFidelis will conduct investigations which are reasonably necessary and appropriate in the circumstances of the dispute. At the end of these investigations, you will pay any outstanding amount (together with interest on that amount calculated in accordance with clause 7.28 from the original due date for payment) within five Business Days. iFidelis may invoice you a daily professional services charge to audit and validate any non-iFidelis analysis of the disputed amount. You will pay any such professional services charge in accordance with clause 7.
  9. TAXES
    1. Charges specified in the Agreement include Statutory Taxes (GST) unless otherwise stated. Unless the relevant charges are stated to include Taxes, you must pay iFidelis an additional amount equal to the Taxes on the charges, any non-monetary consideration or on the supply or any component of supply made or to be made in connection with the Service or the charges.
    2. In some cases the Agreement may specify a charge followed by another amount in parentheses or as 'without GST' and 'with GST'. In those cases, the specified charge or 'without GST' amount is exclusive of GST and the amount in parentheses or specified as 'with GST' is:
      a) the charge inclusive of GST at the rate in effect at the date of the Agreement; and
      b) included by way of information only, and its inclusion does not limit your obligation under clause 9.1 to pay the GST exclusive charge together with an additional amount equal to the GST at the rate applicable from time to time.
    3. If you are required by law to deduct or withhold Taxes from a payment to iFidelis, then you may make those deductions or withholdings (or both). However, you must give iFidelis a receipt for each payment and you will increase your payment to iFidelis by the amount necessary to ensure iFidelis receives the full amount which it would have received if no deduction or withholding had been made.
    4. If clause 9.3 applies, then iFidelis will on request by you apply for any credit or rebate to which it may be entitled in connection with the deduction or withheld Tax. iFidelis will refund to you any credit or rebate received, up to the amount of the increase made by you under clause 9.3.
    5. iFidelis will issue you with a valid tax invoice in respect of each taxable supply.
    6. Terms used in this clause 9 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given to them in that Act.
  10. FINANCIAL SECURITY
    1. From time to time iFidelis may require you to supply financial security (for example a deposit or guarantee) for your obligations under the Agreement. iFidelis will give you reasonable notice before the requirement takes effect. iFidelis may from time to time vary the requirement for, including the amount of, this security after the Service Start Date.
    2. Providing financial security does not affect your obligations to iFidelis, including your obligation to pay amounts to iFidelis as they become due and payable.
    3. iFidelis may apply the whole or any part of any financial security to satisfy any amount you are required to pay to iFidelis from time to time and that is overdue. Doing so does not limit iFidelis’ other rights under the Agreement.
    4. iFidelis must return any remaining financial security to you after you have stopped taking the Service from iFidelis, you have paid iFidelis all outstanding charges and discharged all your other obligations under the Agreement and iFidelis is satisfied that it will not be obliged to repay any amount received by it for any reason.
  11. PRIVACY AND PERSONAL INFORMATION
    1. We collect personal information directly from you, and also during our ongoing relationship with you. We use it to supply products, give you the best possible service, and for the other purposes described in our privacy policy. Without it, we may not be able to supply products or provide the level of service you expect.
    2. As explained in our privacy policy at http://ifidelis.com.au/privacy.html, we share personal information within iFidelis and with a number of other service providers and partners for these purposes, some of whom may be overseas. If you’d like more info about our privacy practices, how to access or correct our records, opt out of receiving marketing materials, or make a complaint, refer to our Privacy Policy at www.recogniseme.com/privacy.html.
  12. MODIFICATIONS
    1. You may request a modification (which does not include suspension or cancellation) to the Service or an Individual Service at any time by giving 30 days' notice to iFidelis. An example would be to change your Pricing Package for the Service as you increase or decrease the number users. iFidelis may agree, in its absolute discretion, to make that modification.
    2. If iFidelis makes the modification then iFidelis may notify you of the revised charges for the Service.
  13. YOUR RIGHT TO SUSPEND OR CANCEL
    1. You may ask iFidelis to suspend the Service by giving 30 days' notice to iFidelis. iFidelis will try to do so within a reasonable period.
    2. You may cancel the Service without liability:
      a) at any time after the Committed Term, by giving notice to iFidelis; and
      b) at any time by giving iFidelis notice if:
      i) all of the Individual Services making up the Service have been cancelled in accordance with the Agreement;
      ii) iFidelis breaches a material term of the Agreement and that breach is not capable of remedy; or
      iii) iFidelis breaches a material term of the Agreement and that breach is capable of remedy but iFidelis does not remedy that breach within 30 days after you give iFidelis notice requiring iFidelis to do so.
    3. You may cancel the Service by giving 30 days' notice to iFidelis but will be required to pay the Subscription for that notice period.
  14. IFIDELIS' RIGHT TO SUSPEND OR CANCEL
    1. iFidelis may, without liability, cancel the Service:
      a) at any time by giving 30 days' notice to you; or
      b) at any time prior to the Service Start Date, if iFidelis reasonably determines that it is not technically or operationally feasible or commercially viable to supply the Service to you.
    2. iFidelis may, without liability, immediately cancel the Service or suspend the Service at any time if:
      a) there is an emergency;
      b) doing so is necessary to allow iFidelis or a Supplier to repair, maintain or service any part of the iFidelis Service Network or a Supplier Network used to supply the Service;
      c) you breach clause 3 (Use of the Service) or your obligations relating to the use of the Service set out in the Service Description, otherwise misuse the Service or breach clauses 3.4, 3.5 or 3.6;
      d) you fail to provide financial security required under the Agreement;
      e) iFidelis reasonably suspects fraud by you or any other person in connection with the Service;
      f) iFidelis reasonably believes there has been an unusually high use of the Service, or if you significantly change any traffic profile or forecast given to iFidelis;
      g) any amount owing to iFidelis or any iFidelis Group Company is not paid by its due date (as specified in the relevant invoice or notified by iFidelis), iFidelis gives you notice requiring payment of that amount (which iFidelis may not give in respect of an amount which is validly disputed in accordance with clause 8 (Billing Disputes) until after iFidelis has completed the investigations referred to in clause 8.5) and you fail to pay that amount in full within five Business Days after iFidelis gives you that notice;
      h) you breach a material term of the Agreement (other than a breach which separately gives rise to rights under this clause 14.2) and that breach is not capable of remedy;
      i) you breach a material term of the Agreement (other than a breach which separately gives rise to rights under this clause 14.2) and that breach is capable of remedy you do not remedy that breach within 30 days after iFidelis gives you notice requiring you to do so;
      j) iFidelis is entitled to (or does) suspend, terminate or cancel any other service supplied to you, or is entitled to (or does) terminate any other agreement with you;
      k) iFidelis is required to do so to comply with an order, instruction or request of a Regulator, an emergency services organisation or any other competent authority;
      l) iFidelis is issued with a Competition Notice under Part XIB of the Competition and Consumer Act in respect of the Service, or the Service is declared under Part XIC of the Competition and Consumer Act;
      m) problems are experienced interconnecting the iFidelis Service with any Supplier Network;
      n) a Supplier terminates its agreement with iFidelis, or ceases to supply services to iFidelis, and iFidelis is not able to provide either the Service using services supplied to iFidelis by an alternate Supplier on terms reasonably acceptable to iFidelis;
      o) you suffer an Insolvency Event;
      p) you die, your company ceases operation, if you are a partnership, the partnership is dissolved or an application is made to dissolve the partnership; or
      q) iFidelis is otherwise entitled to do so under this Agreement.
    3. iFidelis may also cancel the Service if:
      a) the Service is suspended for more than 14 days; or
      b) any Intervening Event prevents the supply of the Service in accordance with the Agreement for more than 14 days.
    4. iFidelis may exercise its rights under clause 14.2 immediately by giving notice to you, unless otherwise set out in the Agreement. However:
      a) in an emergency iFidelis may be precluded from giving notice; and
      b) if iFidelis intends to exercise its rights under clause 14.2 as a result of circumstances referred to in paragraphs (b), (k), (l), (m) or (n) of that clause, then iFidelis will usually try to give you reasonable notice before cancelling the Service or one or more Individual Services or suspending the Service or one or more Individual Services.
  15. CONSEQUENCES OF SUSPENSION
    1. If the Service is suspended in accordance with the Agreement, then you will not be liable to pay usage based charges for the Service while it is suspended but otherwise you must pay all charges arising before, during and after suspension in accordance with the Agreement.
    2. If you ask iFidelis to do so, iFidelis will stop the suspension of the Service as soon as reasonably possible after the reason for that suspension has stopped.
    3. If iFidelis reactivates or reinstates the Service after it has been suspended, you may have to pay iFidelis a reactivation charge.
  16. CONSEQUENCES OF CANCELLATION
    1. If the Service is cancelled in accordance with the Agreement (other than in accordance with clause 13.2) before the Service Start Date, then you must pay to iFidelis all costs incurred by iFidelis in connection with preparation for the provision of the Service.
    2. If an Service is cancelled in accordance with the Agreement, then iFidelis may notify you of the revised charges for the Service.
    3. You acknowledge and agree that if the Service is cancelled in accordance with the Agreement:
      a) you must continue to pay all charges relating to the Service, if
      i) iFidelis continues to supply the Service or the Service remains activated; and
      ii) you continue to use the Service; and
      b) iFidelis may invoice you for all charges for the Service that have not been previously invoiced and you must pay to iFidelis all amounts specified in that invoice, and all other unpaid amounts relating to that Service or Individual Service, within 30 Business Days of the date of that invoice.
    4. On cancellation of the Service for any reason:
      a) each person must, on request by the other person, immediately return or destroy the other person’s Confidential Information, except to the extent that it is required by law to retain the other person's Confidential Information;
      b) iFidelis may immediately stop supplying to you the Service;
      c) unless otherwise permitted by iFidelis in writing, you must immediately stop using the Service acquired under the Agreement;
      d) if:
      i) iFidelis continues to supply the Service or the Service remains activated; and
      ii) you continue to use the Service you must continue to pay all charges relating to the Service.
      e) you will, at your cost, immediately return to iFidelis or permit iFidelis to remove any equipment you have purchased but not fully paid for, or other iFidelis material on the Premises or in your possession or control;
      f) unless the Agreement expressly states otherwise, each person’s accrued rights and obligations are not affected; and
      g) the parts of the Agreement which are by their nature intended to survive cancellation of the Service will do so. These include clause , clause 6, clause 7, clause 8, clause 9, clause 10, clause 11, this clause 16, clause 17, clause 18, clause 19, clause 20, clause 23 and clause 24 and any other provision of the Agreement to the extent necessary to give effect to them.
  17. YOUR RIGHTS AGAINST IFIDELIS
    1. iFidelis accepts liability to you in connection with the supply or Interruption of any Individual Services, the Service and the Agreement, but only to the extent provided in this clause 17. iFidelis excludes any liability it might otherwise have to you in connection with the Agreement, the Service to the extent that such liability is not expressly accepted by iFidelis under this clause 17.
    2. iFidelis accepts liability to you under the Competition and Consumer Act, including the Australian Consumer Law (as amended from time to time) and other laws, where not to do so would be illegal, or would make any part of this clause 17 void or unenforceable. Otherwise, iFidelis excludes all conditions and warranties implied into the Agreement or any guarantee conferred by law to the fullest extent permitted by law. Where the goods or services, including the Services, supplied under this Agreement, are of a kind not ordinarily acquired for personal, domestic or household use or consumption but have a price less than $40,000, iFidelis limits its liability for any non-excludable conditions, warranties and guarantees, where permitted by law to do so, to (at iFidelis’ option) repairing or replacing the relevant goods, resupplying the relevant or equivalent services or, in either case, paying you the cost of doing so.
    3. iFidelis accepts liability for your Loss (excluding Consequential Loss) arising from personal injury to you or your Personnel to the extent it is caused or contributed to by a negligent act or omission of iFidelis in connection with the Agreement. The limitation in clause 17.8 does not apply to iFidelis’ liability for your Loss arising under this clause 17.3.
    4. iFidelis accepts liability for your Loss (excluding Consequential Loss) arising from damage to your property or equipment to the extent it is caused or contributed to by a negligent act or omission of iFidelis in connection with the Agreement.
    5. iFidelis accepts liability to you for Interruptions to the Service (including Interruptions caused by iFidelis’ negligence) to the extent the Interruptions are not caused or contributed to by Excluded Events, but only:
      a) by crediting to you a service rebate, where one is specified in the Service Description and validly claimed by you in accordance with the Agreement; or
      b) if there is no service rebate so specified, by (at iFidelis' election) repairing or replacing the relevant goods or resupplying any relevant or equivalent services which are capable of being resupplied, or in either case paying you the cost of doing so.
      If iFidelis credits you with a service rebate, this is your sole remedy for iFidelis' acts or omissions (including negligence) leading up to the credit.
    6. iFidelis excludes any liability to you (whether based in contract, tort (including negligence), statute or otherwise) for failing to terminate the Agreement or cancel the Service or for suspending or failing to suspend the Service in accordance with the Agreement.
    7. iFidelis’ liability for your Loss under or in connection with the Agreement or the Service (whether based in contract, tort (including negligence), statute or otherwise) is reduced to the extent that your acts or omissions or your equipment (or the acts, omissions or equipment of a third person, including a Supplier) cause or contribute to that Loss.
    8. iFidelis’ liability to you for Loss suffered or incurred by you in connection with the Agreement (whether based in contract, tort (including negligence), statute or otherwise) is limited to the lesser of:
      a) an amount that is equal to 12 months charges paid or payable by you to iFidelis for the period before the event leading to the claim; or
      b) Australian $5 million in the aggregate under this Agreement.
    9. iFidelis excludes any liability to you for any Consequential Loss suffered or incurred by you in connection with the supply or Interruption of any goods or services (including the Service) or with the Agreement (whether based in contract, tort (including negligence), statute or otherwise).
    10. In this clause 17 and clause 18, limitations and exclusions in favour of “iFidelis” are to be construed as limitations and exclusions in favour of iFidelis and each Supplier to iFidelis.
  18. END USERS ETC
    1. iFidelis excludes any liability to your End Users, including employees, contractors, visitors etc., (whether based in contract, tort (including negligence), statute or otherwise). You indemnify and will keep indemnified iFidelis against any Loss suffered or incurred by iFidelis in connection with an End-User claim (whether based in contract, tort (including negligence), statute or otherwise) against iFidelis in connection with the supply or Interruption of any goods or services (including the Service).
    2. iFidelis excludes any liability for claims which may be made against Suppliers (whether based in contract, tort (including negligence), statute or otherwise).
    3. You must ensure that your End Users (if you have any) comply with the Agreement as if they were you.
  19. INTELLECTUAL PROPERTY Copyright Notice
    1. Copyright © iFidelis Pty Ltd. All rights reserved.
    2. Republication or redistribution RecogniseMe information and / or software or other content is prohibited without the prior written consent of iFidelis Pty Ltd.
    3. iFidelis owns all material (including Intellectual Property Rights) developed by it, or its Personnel, or at its or their direction.
    4. All intellectual property in relation to RecogniseMe and or iFidelis belongs to iFidelis Pty Ltd or its licensors, advertisers or affiliates. You obtain no interest in that intellectual property. All RecogniseMe content is protected by Australian and international copyright and other intellectual property laws. You may not do anything which interferes with or breaches those laws or the intellectual property rights in the content.
    5. iFidelis may permit you to use this material, or other material licensed by iFidelis, as part of the Service. This permission is subject to any conditions which iFidelis may impose from time to time and will cease when the Service is cancelled.
  20. CONFIDENTIALITY
    1. iFidelis and you each agree to keep confidential the other’s Confidential Information.
    2. Subject to clause 20.3, iFidelis and you will not use or disclose the other’s Confidential Information for any purpose, other than to the extent necessary to perform its obligations or exercise its rights under the Agreement.
    3. For clarity, iFidelis may refer to you as a customer of iFidelis in iFidelis press releases, or in iFidelis marketing sales or financial material or reports.
    4. The obligations of confidentiality in this clause 20 do not apply to the extent disclosure is require by law or the listing rules of a stock exchange, a direction by government authority or a Regulator, or disclosure to professional advisors in connection with the Agreement.
  21. INTERVENING EVENTS
    1. If an Intervening Event occurs which affects you or any of your Personnel or iFidelis or any of its Personnel and prevents you or iFidelis (as the case may be) (“Affected Person”) from performing any of its obligations (other than an obligation to pay money) under this Agreement, then the Affected Person will not be liable for failing to perform that obligation.
    2. The Affected Person must notify the other person promptly of the Intervening Event and use its best efforts to resume performance in accordance with the Agreement as soon as reasonably possible. The other person’s obligations continue during the Intervening Event.
  22. PUBLIC ADDRESSING IDENTIFIERS
    1. The Service may use one or more identifiers such as a telephone number, IP address or domain name ("Public Addressing Identifiers").
    2. You must comply with the requirements of any Regulator or other body which administers Public Addressing Identifiers.
    3. You acknowledge and agree that:
      a) iFidelis does not control the allocation of Public Addressing Identifiers;
      b) iFidelis is not liable to you if iFidelis is required to change any Public Addressing Identifier as a result of any direction given by a Regulator or other body which administers Public Addressing Identifiers; and
      c) on cancellation of the Service or any relevant Individual Service, your right to use any related Public Addressing Identifier may cease.
  23. ASSIGNMENT AND SUBCONTRACTING
    1. To the extent they are assignable, you may assign your rights under the Agreement so long as you have iFidelis' prior written consent.
    2. To the extent they are assignable, iFidelis may at any time assign some or all of its rights under the Agreement to any person. iFidelis may also transfer some or all of its obligations under the Agreement to any iFidelis Group Company that is able to perform those obligations and, if that iFidelis Group Company undertakes to perform those obligations, iFidelis will be released from any further performance with effect from the date of transfer.
    3. iFidelis may perform any of its obligations under the Agreement by arranging for them to be performed by another person, including a Supplier or another iFidelis Group Company.
  24. GENERAL
    1. You and iFidelis must give notice under the Agreement to the other in writing except:
      a) where the Service Description for the Service specifies otherwise; and
      b) for the purposes of clause 14.2(g), for which iFidelis can give notice in any form of notification that payment of an amount is required (including by email or facsimile or in a statement or invoice); and
      c) for variations by iFidelis, for which notice can be given in accordance with the Telecommunications Act.
    2. Unless you are a natural person you must nominate at least two authorised operational contacts and provide any relevant details in relation to them required by iFidelis. You may change your authorised operational contacts by giving notice to iFidelis providing all relevant details. The authorised operational contacts will:
      a) have access to iFidelis' support and maintenance staff for the Service, report faults and make requests for maintenance or support; and
      b) be entitled to notify iFidelis of the persons to be added or removed as End Users. iFidelis need not respond to requests from anyone other than authorised operational contacts and will not be liable for any consequences arising from compliance or non-compliance with any requests made by persons who are not authorised operational contacts.
    3. If iFidelis has a right arising out of a breach by you of the Agreement and iFidelis does not exercise that right, iFidelis does not waive:
      a) that right unless it does so in writing signed by iFidelis; or
      b) its right to insist on performance of that or any other obligation at any other time.
    4. If a provision of the Agreement is void, voidable or unenforceable, it will be severed and the remainder of the Agreement will not be affected.
    5. Each person must pay its own costs and expenses in respect of the Agreement and any agreement or document contemplated by the Agreement or required to give effect to it.
    6. You must pay any stamp duty (including fines) assessed on the Agreement and any agreement or document contemplated by the Agreement or required to give effect to it.
    7. iFidelis may pay commission to any iFidelis Personnel in connection with the Agreement.
    8. You acknowledge that:
      a) nothing in the Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between you and iFidelis; and
      b) you have no right to bind iFidelis in contract or otherwise.
    9. The Agreement is governed by the laws applicable in the State of South Australia and you and iFidelis submit to the non-exclusive jurisdiction of the courts of that State.
    10. iFidelis may vary the Agreement, including the charges, at any time by varying the standard form of agreement referred to in clause 1.1. Otherwise the Agreement may only be varied either:
      a) by you completing, signing and providing to iFidelis a further standard application form requesting a variation to the Service and iFidelis accepting that request in a way provided in the form;
      b) by you making a further application in the same manner as the original Application requesting a variation to the Service and iFidelis accepting that request; or
      c) otherwise, in writing signed by you and iFidelis.
  25. COMPETITOR SERVICE PROVIDERS AND SOFTWARE DEVELOPERS
    1. You represent that you are not a Competitor Service Provider of Software Developer to iFidelis.
    2. If you are or become a Competitor Service Provider of Software Developer, then iFidelis may immediately cancel the Service by notice to you. If iFidelis does so, iFidelis will negotiate in good faith with you to enter into an agreement governing supply of the Service, on terms to be agreed.
  26. AGREEMENT AS TO TERMS
    1. If for any reason the terms and conditions of the standard form of agreement for the Service are found not to apply to any supply of the Service by iFidelis (including because you are or become a Competitor Service Provider of Software Developer), you and iFidelis agree that the supply and acquisition of the Service is made under an agreement between them which:
      a) will be taken to have come into effect:
      i) if the Application was made using the relevant standard application form approved by iFidelis and that form does not provide otherwise, when you complete and sign the Application and provide it to iFidelis; or
      ii) otherwise, when iFidelis accepts the Application (which iFidelis will be taken to have done if it supplies the Service);
      b) consists of the terms and conditions of the standard form of agreement for the Service in force at the time of any relevant supply, except that where there is a reference in the terms and conditions of that standard form of agreement to cancellation of the Service, that reference includes, and will effect, termination of that agreement; and
      c) can be varied, including by iFidelis varying the terms and conditions of the relevant standard form of agreement, in accordance with clause 24.

DICTIONARY

A. DEFINITIONS

In the Agreement:
Agreement means:
(a) the terms and conditions of the standard form of agreement for the Service; or
(b) if clause 26 applies, the agreement referred to in that clause.
Application has the meaning set out in clause 1.9.
Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open generally for business in Sydney.
Carriage Service has the meaning given in the Telecommunications Act.
Cancellation Fee means the relevant cancellation fee or termination charge (if any) calculated in accordance with the Service Description at clause 2.
Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.
Confidential Information of a person means all information of that person (“Owner”) of a confidential nature, which another person (“Recipient”) first becomes aware, whether before or after the date of the original Application, either through disclosure by the Owner to the Recipient or otherwise through the Recipient’s involvement with the Owner. Confidential Information does not include information:
(a) the Recipient creates (whether alone or jointly with any person) independently of the Owner’s Confidential Information;
( b) that is public knowledge (otherwise than as a result of a breach of confidentiality by the Recipient or any person to whom it has disclosed the information); or
(c) obtained without restriction as to further disclosure from a source other than the Owner through no breach of confidentiality by that source.
For iFidelis, “Owner” and “Recipient” includes iFidelis and each iFidelis Group Company.
Consequential Loss means:
(a) loss or damage that does not arise directly, or naturally in the usual course of things, from the breach, action or inaction in question;
(b) loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of goodwill, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss even if such loss arises naturally or in the usual course of things from that breach, action or inaction in question;
(c) all forms of consequential, special, indirect, punitive or exemplary loss or damages; and
(d) any penalties or fines imposed by a Regulator.
Credit Rating means information about your credit worthiness, credit standing, credit history or credit capacity that credit providers are entitled to give to each other under the Privacy Act 1998 (Cth) as amended from time to time.
Customer Service Guarantee means any performance standards issued under Part 5 of the Telecommunications (Consumer Protection and Service Standards) Act 1999 (Cth).
Downgrade means any modification to the Service or an Individual Service which reduces the capacity, use or utility of that Service or Individual Service.
End User means any person:
(a) to whom you ask iFidelis to supply the Service directly or indirectly, including employees, contractors, visitors etc;
( b) to whom you resupply the Service, or allow to distribute the Service;
(c) who you allow to use the Service; or
( d) to whom you supply any goods or services which use or rely on the Service.
Excluded Event means:
(a) a breach of the Agreement by you,
(b) an Intervening Event;
(c) an act or omission of you or any of your Personnel or an End User; or
(d) a failure of any of your equipment.
General Terms and Conditions means this document.
iFidelis means the iFidelis entity specified in clause 1.7 as supplying the Service.
iFidelis Group Company means iFidelis Pty as specified in clause 1.7 and any Related Corporations.
iFidelis Owned Infrastructure has the meaning set out in clause 4.1.
Insolvency Event means:
(a) bankruptcy proceedings are commenced against you, or you are declared bankrupt;
(b) any step is taken to enter into any scheme of arrangement between you and your creditors;
(c) any step is taken by a mortgagee to enter into possession or dispose of the whole or any part of your assets or business;
(d) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person to you or to the whole or any part of your assets or business;
(e) you suspend payment of your debts generally; or
(f) you are or become unable to pay your debts when they are due or you are or are presumed to be insolvent for the purposes of any provision of the Corporations Act 2001 (Cth).
Intellectual Property Rights means any intellectual or industrial property rights (including any registered or unregistered trademarks, patents, designs, or copyright) and includes the right to have Confidential Information kept confidential.
Interruption in the supply of goods or a service (including the Service and each Individual Service) means a delay in supplying, a failure to supply or an error or defect in the supply of, those goods or that service.
Intervening Event affecting a person means any event outside that person’s reasonable control, and includes failure or fluctuation in any electrical power supply, failure of air conditioning or humidity control, electromagnetic interference, fire, storm, flood, earthquake, accident, war, labour dispute (other than a dispute solely between that person and its own staff or staff under its control), materials or labour shortage, the change or introduction of any law or regulation or an act or omission of any third party or any failure of any equipment owned or operated by any third party (including any Regulator, any Supplier or any of their Personnel).
Loss means any loss, cost, liability or damage, including reasonable legal costs on a solicitor/client basis and includes Consequential Loss, unless otherwise stated.
Payment Currency means Australian Dollars (AUD).
Personnel of a person means that person’s employees, agents, contractors or other representatives and, in the case of iFidelis, includes the employees, agents, contractors or other representatives of iFidelis or any iFidelis Group Company.
Premises means locations at which iFidelis supplies the Service, and locations to which iFidelis needs to have access to supply the Service.
Regulator means the Australian Communications and Media Authority and the Australian Competition and Consumer Commission or any other government or statutory body or authority.
Related Corporation of an entity means a body corporate that is related to that entity in any of the ways specified in section 50 of the Corporations Act 2001 (Cth).
Service means the service with the options and features requested in the Application as described in the Service Description at clause 2, and any related goods (including equipment) and ancillary services which iFidelis supplies to you in connection with that service. If more than one Service Package is selected in your Application, then a separate Service will be provided for each selected Service Package.
Service Delivery Point means the point at which a Service is made available for connection to your equipment or cabling.
Service Description means the part of the Agreement entitled "Service Description" at clause 2 which is the iFidelis standard service description describing the Service.
Service Package means certain features and characteristics of the Service which may be selected by you and which are described as a 'Standard Pricing Package’' (together with any additional terms on which the Service Package is supplied) in the Service Description and as described in our standard. subscription package charges (see Standard Pricing Packages at www.recogniseme.com/pricing.html )
Service Start Date for the Service or an Individual Service means the date on which iFidelis starts supplying that Service to you, or is deemed to do so.
Special has the meaning set out in clause 6.3.
Standard Pricing Package means the iFidelis standard rate plan, pricing and charges list for the Service as described in our standard. subscription package charges (see Standard Pricing Packages at www.recogniseme.com/pricing.html).
Supplier means any supplier of goods or services (including interconnection services) which are used directly or indirectly by iFidelis to supply the Service.
Supplier Network has the meaning set out in clause 3.
Suspend means suspend, reduce, restrict or limit supply.
Tax means any statutory value-added or goods and services tax, withholding tax, charge (and associated penalty or interest), rate, duty or impost imposed by any authority but does not include any income or capital gains tax.
Telecommunications Act means the Telecommunications Act 1997 (Cth), as amended or replaced from time to time.
Telecommunications Legislation means the Telecommunications Act, the Telecommunications (Consumer Protection and Service Standards) Act 1999 (Cth) and Part XIB, Part XIC and related provisions of the Trade Practices Act, Competition and Consumer Act, including the Australian Consumer Law each as amended or replaced from time to time.
Trade Practices Act means the Trade Practices Act 1974 (Cth), as amended or replaced from time to time.
You means the person who makes the Application and where two or more persons have applied, means those persons severally and every two or more of them jointly (and your will be construed accordingly).

B. Interpretation

(a) Undefined words and expressions have the same meaning as in the Telecommunications Legislation.
(b) The expressions "iFidelis", "you" or "your" will include their respective successors and permitted assigns and novatees.
(c) A reference to a person includes a reference to a person, firm, corporation or other legal entity.
(d) A term which is defined in any part of the Agreement has the same meaning in every other part of the Agreement.
(e) The singular includes the plural and vice versa.
(f) Different grammatical forms of the same word have the corresponding meaning.
(g) A reference to a clause is to a clause in these General Terms and Conditions, unless otherwise stated.
(h) Examples or words of inclusion are illustrative only and do not limit the generality of the relevant subject.
(i) A “reasonable” notice period means a period which is reasonable in the circumstances taking into account technical, operational and commercial issues. For clarity, “reasonable” notice regarding an event may include notice after the event, or no notice at all.


Revision: 1.0
Publish Date: 30 October 2014
We reserve all rights in this document and in the information contained therein. Reproduction or use without express authority is strictly forbidden. In printed form this document is UNCONTROLLED unless otherwise stamped.