OnePassport

Terms of Use

 

 

These are your legal rights and obligations. By using the OnePassport System you agree to these terms.

These terms (“General Terms”) together with the terms referred to in clause 1 below are referred to as the “Terms”.

  1. Other terms: other terms or policies may also apply to specific services, content or benefits offered through the OnePassport System. These included 
    • a. Our privacy policy; and 
    • b. Terms agreed in writing between us, including in a service order form or statement of work (SOW). A copy of our Terms and Policies can be found on our website.
  2. Priority of terms – If there is any inconsistency between the terms that apply to a specific service available through the OnePassport System and these General Terms the terms in the service specific terms, order or statement of work take priority in relation to the specific service.
  1. Amending terms – We are always working to improve the OnePassport System. We may amend these terms by posting updated terms on our website. When terms are amended a pop-up notice will appear on our website and in the application to notify you of the change. If you have an account with us, we may also notify you of any changes through that account or by email. 

Who do these terms apply to? 

  1. Clients: “Clients” are companies or individuals that use or purchase services or subscriptions from the OnePassport System for business purposes. Clients may include employers, business owners, and companies engaging contractors. Clients are responsible for paying any fees that apply to use of the OnePassport System unless a fee is stated as being payable by an Individual User (see section 17). If you are agreeing to these Terms on behalf of a company then “Client” or “you” means your company, and you are binding your company to these terms.
  2. Individual User: “Individual Useris an individual who access the OnePassport System whether on behalf of a client or on their own behalf and includes Client’s employees, visitors to the OnePassport website, employers’ administrators, employees, or former employees who continue to access the OnePassport System after leaving the employer that provided them with a OnePassport account and third-party contractors working for Clients. If you are an Individual User, then “Individual User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Clients.
  3. OnePassport: “OnePassport” means SureComply Technologies Pty Ltd (ABN 57 628 562 916). By using the OnePassport System you are entering into an agreement with OnePassport. “OnePassport”, “we” or “us” in these terms means OnePassport.

OnePassport System 

  1. Right to use OnePassport System: We grant you the right to use the OnePassport System for internal business purposes only based on the subscription and services that have been purchased or signed up for, your role and access level that you have been granted.
  2. Ownership of the OnePassport System: We own all rights in the OnePassport System, except content that is owned by others such as content and information you provide when using the OnePassport System. This includes copyright, trademarks, the design of the OnePassport System and all other intellectual property. You must not copy, distribute, modify or make copies of the OnePassport System or any content or use any of our intellectual property rights except as permitted by these Terms or expressly permitted by us in writing.
  3. Pre-release or beta versions: We may make pre-release or beta versions of products or services available to you. These products and services may still be under development and may be incomplete and contain more errors and bugs than our standard OnePassport System. Because of the nature of these services, you use them at your own risk.
  4. Restrictions: You must not: 
    • a. Decompile, reverse engineer disassembles or otherwise attempt to derive source code from anything on the OnePassport System.
    • b. Use the OnePassport System in a way that impairs its functionality, security or integrity of the OnePassport System or interferes without others use of the OnePassport System.
    • c. Rent or sublease anything on the OnePassport System.
    • d. Post the OnePassport System or part of it on any website.
    • e. Use the OnePassport System for any illegal or fraudulent purpose or upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights.
  5. Intellectual Property Indemnity: We will defend you, at our own cost against any claims made by a third party that the OnePassport System used by you in accordance with these Terms infringes that third party’s intellectual property rights. You must:
    • a. notifies us promptly of any such claim; and
    • b. provides reasonable help in defending the claim.
  6. On the basis you comply with the above we will indemnify you for:
    • a. the amount you paid by you to the third party based on a settlement (agreed by us) or final court judgment; and
    • b. reasonable legal and other out-of-pocket expenses that you incur in assisting in the defence of the claim.
  1. Limitations: We are not liable if a third-party claim results from:
    • a. use of the OnePassport System in violation of these Terms or against our written instructions.
    • b. alteration of the OnePassport System service or content by your or the Client not authorised by us.
    • c. our compliance with your or the Client’s express written instructions; or d. use of the OnePassport System in combination with any product or service not provided by us if the OnePassport System would not infringe without such combination. This clause and clause 11 state your sole and exclusive rights and remedy with respect to these claims.

Fees and Payments 

  1. Fees: Pricing for our subscriptions and other services and content offered through the OnePassport System are set out on the OnePassport website and/or agreed with you in writing.
  2. Subscriptions: Services and content on the OnePassport System may be offered on a paid subscription basis. Client’s subscriptions will automatically renewal at the end of each subscription period. If a client has agreed to a minimum term with us, then the Client cannot terminate the subscription for convenience before the end of that minimum term. Except as otherwise specified in an Order Form, pricing during any automatic renewal Term will be the same as that during the immediately preceding Term plus an increase not to exceed five percent (5%) plus any increase in the Consumer Price Index (CPI) published by the Australian Bureau of Statistics or its successors in respect of the 12-month period ending 30 September in each year or by 5%, whichever is greater. Premiums will also increase accordingly. If the CPI is not published, we will select another similar indicator of inflation.
  3. No-charge Services: we may offer services at no charge such as fee-free basic accounts, free trials or access to beta versions. Your use of these services may be subject to additional terms that we specify and may be available only for a limited time period. We may change, suspend or terminate your right to use these services at any time at our sole discretion.
  4. Trial Periods: If a client has signed up for a fee-free trial period for any of our subscriptions the subscription will automatically renew at the end of the trial period and the Client will be charged the applicable fee, unless the subscription is terminated prior to the end of the fee free trial period. 
  5. User Fees: Individual User accounts in the OnePassport System are free of charge. However, an Individual User may have the option to purchase goods and services through the OnePassport System (e.g., National Police checks or verification of identity). The price of these goods and services will be displayed at point of purchase and the Individual User is responsible for payment.
  6. Payment Methods: You may be required as part of the registration process or prior to accessing parts of the OnePassport System to provide a valid payment method or other payment information (such as payment car details). If you provide such payment information you authorise OnePassport to process payments using that payment method for subscriptions or services purchased by you. Please ensure this information remains up to date. If you miss a payment, we may suspend your access to paid subscriptions and the OnePassport System or suspend the provision of services until payment is made.
  7. Invoicing and Payment of subscriptions: you will be invoiced in advance annually. Payment terms are 30 days from invoice.
  8. Taxes: all fees are exclusive of Goods and Services Taxes unless expressly state otherwise. 
  9. Changes to Fees: We may change the pricing of our subscriptions and services by providing 30 days written notice to you.

Data Use, Privacy and Confidentiality  

  1. Your data: The Client or the relevant Individual User owns the data, information and content entered or uploaded to the OnePassport System by Individual Users or Clients (“Your data”).  You grant us a licence to use this data for the purpose of providing services under these  Terms, to enable you to use the OnePassport System, to allow us to improve the  OnePassport System, to carry out data analytics using deidentified aggregated data, to  conduct research using deidentified aggregated data, to communication to you about the  OnePassport System and our services and send you information that we think may interest you.
  2. Use of your personal information: We will comply with applicable data protection and privacy laws. In addition to these Terms, our Privacy Policy sets out in detail how we deal with personal information that you enter or upload to the OnePassport System or otherwise provide to us. By agreeing to these Terms, you consent to our use of your personal information as described in our Privacy Policy.
  3. Other People’s information: If you enter or upload another person’s personal information,  confidential information or intellectual property to the OnePassport System (including  information about your employees), you must ensure that you have the rights as an  employer or you made any required notifications and gained necessary consents to allow us  to store and use that personal information, confidential information and intellectual  property as required to provide the OnePassport System services and as permitted by these  Terms. You indemnify us, our associated entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.
  4. Removal and suspension: While we do not have an obligation to monitor the materials you upload to the OnePassport System we have the right (but are not obliged) to removed data or suspend or terminate your access if we consider that the material upload contravenes these Terms or any law or in response to a take-down request or allegation that it breaches any persons intellectual property or other rights.
  5. OnePassport Confidential Information: While using the OnePassport System you may have access to our confidential information, such as information that is not publicly available about our business, operations, trade secrets, technical information and non-public pricing information. You agree to protect our confidential information and not to share it without our express written permission unless required by law.
  6. Your Confidential Information: We will protect your confidential information that you provide to use and only use it to perform our obligations under these Terms and as permitted by these Terms. We will use reasonable care to avoid the disclosure of any Confidential Information to any third party except for our employees, affiliates and contractors who have a need to know such information in connection with the provision of services.
  7. Information shared with linked accounts: as an Individual User you can link your account with another account on the OnePassport System (e.g., that of your employer) and authorise that account to access and copy information and/or documents that you upload to your account. You are able to link and unlink your account at any time through the OnePassport System. Unlinking with an account means you revoke its access to your account. However, they will retain a copy of information previously provided by you to them through the OnePassport System. This is generally to comply with their legal obligations and document retention obligations. 

Liability and Indemnity  

  1. Warranty disclaimers: The OnePassport System is provided on an ‘as is, as available ‘basis.  To the maximum extent permitted by law, OnePassport disclaims any and all express or implied warranties, guarantees or representations. We do not warrant that all features on the OnePassport System will continue to be available, or that particular features will be developed in the future.
  2. You Indemnify us: You indemnify us, our associated entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third party claims, expenses or liability that arise out of or in relation to your use of the OnePassport System (except to the extent those costs and losses were caused by our breach of these Terms or our negligence).
  3. Liability exclusions: Except for liability that cannot be excluded or limited by law and your indemnity in clauses 24 and 30 each party excludes liability for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
  4. Limitation of liability: Our total aggregate liability to you under this agreement and in connection with the OnePassport System is limited to direct damages up to the total paid by you to us during the three-month period preceding the first event that gave rise to our liability under these terms.
  5. Consumer Laws: You may have the benefit of non-excludable warranties, guarantees or other rights provided under applicable laws (“Implied Terms “). These Terms are subject to any Implied Terms that apply to you. Our liability for an Implied Term is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Implied Term cannot be so limited by law, in which case our liability for that Implied Term will be limited to the extent permitted by law).

Term and Termination  

  1. Subscription periods: If you are a Client using a OnePassport System paid subscription, the  subscription continues for the subscription period you have paid for and will automatically  renew at the end of each subscription period for a further subscription period of equal  length unless either party provides at least 90 days’ notice that party does not wish to  renew your subscription, provided that a subscription cannot be terminated under this  clause before the end of any minimum term we have agreed in writing.
  2. Termination: Unless we have agreed on a minimum contract term or minimum notice period in writing (e.g., in an order or statement of work), and except in relation to subscriptions, OnePassport accounts or access to some or all services associated with the OnePassport System may be terminated by either you or us by providing written notice.
  3. Termination by us: We may also terminate your access to the OnePassport System (either in whole or in part):
    • a. if you or the Client breaches any of these terms and does not remedy the breach within 14 days of being asked to do so, or immediately if the breach is not capable of being remedied.
    • b. any subscription fees payable for your use of the OnePassport System have not been paid by the Client responsible for the payment of the subscription fees; and
    • c. if you, your business or the Client responsible for paying the fees under these Terms becomes subject to an insolvency event.
  4. Continuation of Terms: These terms will continue to apply until all your subscriptions, OnePassport accounts and services provided under these Terms or associated with the OnePassport System have terminated.
  5. Suspension: We may suspend your access to any part of or all of the OnePassport System or the provision of any services under these Terms at our sole discretion including if:
    • a. you or the Client are in breach of these Terms; 
    • b. payment of any fees are overdue; or
    • c. we believe suspension is required to protect the OnePassport System, our systems or other users of the OnePassport System. 
  6. Refunds: If any subscription is terminated, or your access to any part or all of the OnePassport System is terminated or suspended, you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.
  7. Your data: We have no obligation to store or provide access to Your data on the OnePassport System after termination of your paid subscription, your account or termination of your access to the relevant part of the OnePassport System. We may delete or destroy your data stored on the OnePassport System after 3 months from the date of termination of your account. Where you have shared your data with a third party (e.g., your employer) using the OnePassport System, that third party may retain a copy of your data. 

General Provisions 

  1. Entire Agreement: This agreement contains the entire agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.
  2. No Waiver: The failure, delay, relaxation or indulgence on the part of a part in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms will not operate as a waiver of that power, right, or remedy.
  3. Severability: If a clause is void, illegal or unenforceable, it may be severed without affecting  the enforceability of the other provisions in this Agreement.
  4. Things beyond our control: We are not liable for any delay or failure to perform obligations under these Terms due to events that are beyond our reasonable control, including without limitation failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
  5. No assignment: You may not assign your rights and obligations under this agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to use the OnePassport System.
  6. Governing law: This agreement shall be governed by and construed in accordance with the laws of Victoria, Australia.