INTRODUCTION

The Company provides theiCompliedonline platformfor managing all aspects of an organisation’s compliance functions. Use of iComplied is subject to these Terms of Service.

definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a)              ABN means Australian Business Number.

(b)              ACN means Australian Company Number.

(c)              Admin means a registered user of iComplied that uses the features associated with an Admin account as the head operator of an Organisation’s use of iComplied, and includes a Site Admin where implied by context.

(d)              Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.

(e)              Audit means the process of reviewing compliance with an Audit Checklist.

(f)               Audit Checklist means a checklist of matters to be assessed when carrying out an Audit.

(g)              Auditee means a registered user of iComplied, that uses the features associated with an Auditee user type.

(h)              Auditor means a registered user of iComplied, that uses the features associated with an Auditor user type.

(i)               Authorized User means any User authorized by the Customer to access or connect with any part of the Customer’s account.

(j)               Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth, Australia.

(k)              CAR means Corrective Action Request.

(l)               Company means iComplied Pty LtdABN 29 610 136 813.

(m)             Confidential Information means any written or verbal information that:

i            Is about each party’s business or affairs;

ii           Is about the conduct of each party under this Agreement and the during the term of this Agreement;

iii          A party informs the other party that it considers it confidential and/or proprietary;

iv         A party would reasonably consider to be confidential in the circumstances; and

v          Is personal information within the meaning of the Privacy Act.

but does not include information that a party can establish:

vi         Was in the public domain at the time it was given to that party;

vii        Became part of the public domain, without that party’s involvement in any way, after being given to the party;

viii       Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or

ix         Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

(n)              Corporations Act means the Corporations Act 2001 (Cth).

(o)              Corrective Action means an action to be taken by a User in order in order to comply with an Audit.

(p)              Customer means theperson or entity responsible for paying for a User’s access to iComplied.

(q)              External Consultantmeans a registered user of iComplied, that uses the features associated with an External Consultant account.

(r)               Fee means a fee charged by the Company for use of iComplied.

(s)              GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(t)                iComplied means:

i            The iComplied digital platform accessible from https://www.icomplied.com/app; and/or

ii           Any iComplied mobile application.

(u)              Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(v)              Organisation means the organisation, entity or business that operates an Admin account.

(w)             Privacy Act means the Privacy Act 1988 (Cth).

(x)              Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://www.icomplied.com/public/privacy.

(y)              Risk means a situation that has been identified as requiring monitoring or Corrective Action, that is not subject to an Audit Checklist.

(z)              Site means a location, division or team of an Organisation.

(aa)            Site Admin means a registered user of iComplied, that uses the features associated with a Site Admin user Type.

(bb)           Subscription Fee means a Fee charged by the Company for use of iComplied on a periodical basis.

(cc)            Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(dd)           Terms of Service means the terms and conditions of using iComplied, as updated from time-to-time, which can be found at https://icomplied.com/docs/terms.

(ee)            User means any registered Organisation (Admin), Site Admin, Auditor, Auditee or External Consultant that uses iComplied.

(ff)              User Content means images, information, documents or other data that is uploaded or input into iComplied by the User or that forms part of the User’s Intellectual Property.

  • USING iComplied

1.1          General

(a)           To use iComplied, the User must log into iComplied and have set up their account.

(b)           The User agrees that all use of iComplied is subject to these Terms of Service.

(c)           iComplied is only available to Users over the age of 18.

(d)           The default Customer shall be the Organisations for the purposes of this agreement, unless context requires otherwise.

(e)           The Customer shall be responsible for:

i               Paying the Fees for using iComplied; and

ii              Each User’s use of iCompliedthat the Customer authorises.

(f)            The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.

(g)           The Company provides iComplied as a tool to assist Users to meet their compliance requirements only. It is each User’s responsibility to ensure that they meet their compliance requirements. Under no circumstance will the Company be liable for a User’s failure to meet their compliance responsibilities.

(h)           To the extent permitted by law, the Company accepts no liability for the accuracy of any information made available via iComplied. Any reliance on the information available through iComplied (including an Audit Checklist) is at the User’s own risk. A User’s recourse for reliance on inaccurate, fraudulent or otherwise false information shall only be against the User that supplied that information, and not against the Company.

(i)            Any dispute that may arise between Users must be dealt with strictly between those Users and not involve the Company in any way. Under no circumstance will the Company perform a dispute resolution role for a dispute between Users.

(j)            iComplied does not keep a back-up of records or documents that have been deleted by a User. If a User deletes such a record or document, no User shall have a claim against the Company.

(k)           The Company does not store the User Content for Organisations and other Users that have terminated accounts. It is each User’s responsibility to ensure that they back-up and keep copies of any documentation within iComplied that they may require.

1.2          Features

(a)           iComplied may enable an Organisation to:

i               Create and manage an Admin Account;

ii              Authorise the creation ofUser accounts for Authorized Users includingAuditees, Auditors, and Site Admins;

iii             Connect the Admin account with External Consultants;

iv             Access Audit Checklists;

v              Create custom Audit Checklists;

vi             Make custom Audit Checklists available to other Users, including other Organisatons;

vii            Delegate access permissions to Authorized Users;

viii           Assign Audit Checklists to Auditors and External Consultants;

ix             Assign Corrective Actions to Auditees;

x              Create and manage Risk profiles;

xi             View analytics information on the Organisation, and each Authorized User’s compliance;

xii            Upload and store document and other User Content files;

xiii           Upload images; associated with an Audit;

xiv          Receive notifications; and

xv           Use such other features made available to an Organisation by the Company from time-to-time.

(b)           iComplied may enable a Site Manager touse such features of an Admin account, as determined by the Admin in relation to the operation of a Site.

(c)           iComplied may enable an Auditor to:

i               Receive instructions to conduct an Audit from the Admin;

ii              Follow Audit Checklists in order to carry out an Audit;

iii             Assign Corrective Actions to Authorized Users;

iv             Create custom Audit Checklists;

v              View such information as permitted by the Admin;

vi             Use such other features made available by the Company from time-to-time.

(d)           iComplied may enable an Auditee to:

i               Receive instructions regarding Corrective Actions the Auditee must take from other Authorized Users;

ii              Update the Corrective Actions (including closing the record) within the CAR related to the Audit;

iii             View such information as permitted by the Admin;

iv             Use such other features made available by the Company from time-to-time.

(e)           iComplied may enable an External Consultant to:

i               Create and manage an External Consultant account;

ii              Connect with the accounts of one or more Organisations;

iii             Use the same features that an Auditor may use;

iv             Use such other features made available by the Company from time-to-time.

2              Organisation terms of use

2.1          The Organisation agrees and warrants that:

(a)           The Organisation is responsible for any compliance for which it uses iComplied, including (without limitation):

i               ISO standards;

ii              Occupational health and safety;

iii             Laws and/or regulations;

iv             Contractual

v              Policy; or

vi             Any other matter for which the Organisation uses iComplied to manage a compliance related function.

(b)           To the extent permitted by law the Organisation indemnifies and will hold the Company harmless against all costs, claims damages and expenses for any:

i               Penalty imposed upon the Organisation;

ii              Claim of infringement of Intellectual Property Rights made by an Authorized User or Third Party;

iii             Claim of breach of confidentiality by an Authorized User or Third Party;

As a result of the Organisation’s use of iComplied.

(c)           It shall ensure that all information that it makes available through iComplied is accurate and up to date, including (but not limited to) information supplied for:

i               Creating an Account;

ii              Creating an Audit Checklist;

iii             Creating records;

iv             Updating records;

v              Notifying AuthorizedUsers; and

vi             Any other information that may be accessed by the Organisation or another User.

2.2          The Organisation may impose any additional rules on an Authorized User’s use of iComplied (as it relates to the Organisation) at its sole discretion. The Organisation shall be solely responsible for the content and enforcement of any such rules. In no event will the Company be responsible to the Organisation or any Authorized User in relation to such rules. In the event of a conflict between such rules and this Agreement, this Agreement shall prevail.

2.3          Any person who registers as an Organisation in iComplied warrants that he or she is an Authorized representative of that Organisation with the requisite authority to bind the Organisation to this Agreement.

2.4          Where an Organisation agrees to link its Admin account to an External Consultant, it acknowledges that any data in its account shall be viewable by the Admin, including information about other Authorized Users.

3              Authorized Users terms of use

3.1          An Authorized User’s access to the Organisation’s account may be created, limited and/or cancelled by the Organisation at its discretion. Such access may include such features as described in item 1.2as the Organisation enables for the Authorized User.

3.2          The Authorized User agrees and accepts that:

(a)           Under no circumstances will the Company be responsible to an Authorized Userfor the relevant Organisation’s use of the Authorized User’s User Content;

(b)           Any dispute regarding an Authorized User’s use of iComplied must be directed to the Organisation;

(c)           The Authorized User indemnifies the Company against all costs, claims damages and expenses for any injury or damage caused to the person or property of a Third Party as a result of the Authorized User’s use of iComplied;

(d)           iComplied may share the User Content input or uploaded by the Authorized User with the Authorized User’s Organisation, and other Authorized Users;

(e)           Any information shared by the Company with an Organisation may be retained by the Organisation for the purpose of updating their administrative records, compliance purposes, or such other purpose as may be agreed between the Authorized User and the Organisation;

(f)            iComplied may send the Authorized User emails, text messages, push notifications and other alerts on behalf of Organisations;

(g)           Any consent or statement made by an Authorized User through iComplied is valid and binding unless and until revoked by the Authorized User, and an Organisation may rely on a consent or statement made through iComplied without any need to further verify the veracity of that consent;

(h)           All information about an Authorized User is used and controlled by the Authorized User or Organisation, not the Company;

(i)            All information input into iComplied about an Authorized User is provided with that Authorized User’s consent;

(j)            The Authorized User must ensure that all information that they enter into iComplied is true and accurate, and agrees to update that information in order to ensure that it is current.

(k)           The Organisation may impose any additional rules on the Authorized User’s use of iComplied in its sole discretion. In no circumstance will the Company be responsible for the Authorized User’s compliance with such rules.

3.3          Where an Authorized User has its access to iComplied granted or authorized by the Admin, or has their Authorized User account linked to theAdmin account of another Organisation, the Authorized User agrees that any data in its account shall be viewable by the relevant Admin account holder.

4              Fees, payments & refunds

4.1          Fees

(a)           The primary Fee to use iComplied shall be the Subscription Fee, which is payable in advance (after any free trial period has expired).

(b)           Each Fee applies in accordance with such features and/or services subscribed for by the Customer in accordance with the pricing described on the Site, or as otherwise agreed with the Company.

(c)           The Customer agrees to make payment in advance for all Fees due at such frequency, or on such dates as the Customer has subscribed for.

(d)           All payments shall be made via the online payment gateway within iComplied, or in such other manner as the Company may direct from time-to-time. The Customer agrees that it has no right to access iComplied if it fails to make payments when due.

(e)           The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the Customer has been given such notice.

(f)            If a Customer does not accept a change to any Fees, then it can simply terminate its Account.

4.2          Currency.

All Fees are quoted in Australianor US dollars, however transactions may be processed in an equivalent foreign currency (such as Euro or British pounds).

4.3          GST.

For Customers in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.

4.4          Refunds.

No refunds of Fees are offered other than as required by law.

4.5          Late Payment.

(a)           If the Customer does not pay the full Fees as required, the Company may suspend all User access to iComplied for that Account.

(b)           If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the Customer’s Account in iComplied without notice and end this Agreement.

(c)           The User agrees that the Company shall not be responsible or liable in any way for:

i               Interruptions to the availability of iComplied or User Content in the event of (a);

ii              Loss of User Content in the event of (b).

5              General conditions

5.1          Licence

(a)           By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use iComplied for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b)           The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c)           The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

5.2          Modification of Terms

(a)           The terms of thisAgreementmay be updated by the Company from time-to-time.

(b)           Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using iComplied.

5.3          Software-as-a-Service

(a)           The Useragrees and accepts that iComplied is:

i               Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii              Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to iComplied is available to the Userunless expressly agreed in writing.

(b)           As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter iComplied.

5.4          Support

(a)           The Company provides user support for iComplied via the email addresssupport@icomplied.com.

(b)           The Company shall endeavour to respond to all support requests within 1Business Day.

5.5          Use & Availability

(a)           The User agrees that it shall only use iComplied for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b)           The User is solely responsible for the security of its username and password for access to iComplied. The User shall notify the Company as soon as it becomes aware of any unauthorized access of its iComplied account.

(c)           The User agrees that the Company shall provide access to iComplied to the best of its abilities, however:

i               Access to iComplied may be prevented by issues outside of its control; and

ii              It accepts no responsibility for ongoing access to iComplied.

5.6          Privacy

(a)           The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the Userand other customers.

(b)           The Privacy Policy does not apply to how the Customerhandlespersonal information. If necessary under the Privacy Act, it is the Customer’sresponsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c)           iComplied may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

5.7          Data

(a)           Security.The Company takes the security of iComplied and the privacy of its Users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b)           Transmission.The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

(c)           Storage. The Company stores data on servers based in Australia according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Company may charge the User a fee to do so.

(d)           Backup.The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.

5.8          Intellectual Property

(a)           Trademarks.The Company has moral & registered rights in its trademarks and the Usershall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b)           Proprietary Information.The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the Useragrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The Userwarrants that it shall not infringe on any third-party rights through the use of iComplied.

(c)           The iComplied Application.The Useragrees and accepts that iComplied is the Intellectual Property ofthe Company and the Userfurther warrants that by using iCompliedthe Userwill not:

i               CopyiComplied or the services that it provides for the User’s own commercial purposes; and

ii              Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in iComplied or any documentation associated with it.

(d)           Content.All content submitted to the Company, whether via iComplied or directly by other means,becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to iComplied.

5.9          Disclaimer of Third Party Services & Information

(a)           The User acknowledges that iComplied is dependent on third-party services, including but not limited to:

i               Banks, credit card providers and merchant gateway providers;

ii              Telecommunications services;

iii             Hosting services;

iv             Email services; and

v              Analytics services.

(b)           The User agrees that the Company shall not be responsible or liable in any way for:

i               Interruptions to the availability of iComplied due to third-party services; or

ii              Information contained on any linked third party website.

5.10        Confidentiality

(a)           Each party acknowledges and agrees that:

i               The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

ii              It owes an obligation of confidence to the Discloser concerning the Confidential Information;

iii             It must not disclose the Confidential Information to a third party except as permitted in this Agreement;

iv             All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

v              Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy.  Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

(b)           A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

i               Any actual, suspected, likely or threatened breach by it of clause 5.10(a);

ii              Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

iii             Any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

(c)           The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

i               Any actual, suspected, likely or threatened breach of a term of this Agreement; or

ii              Any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

5.11        Liability& Indemnity

(a)           The Useragrees that it usesiComplied at its own risk.

(b)           The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(c)           The Useragrees to indemnifythe Company for any loss, damage, cost or expense thatthe Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with iComplied, including any breach by the Userof these Terms of Service.

(d)           In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use iComplied, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.

(e)           Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i               The re-supply of services or payment of the cost of re-supply of services; or

ii              The replacement or repair of goods or payment of the cost of replacement or repair.

5.12        Termination

(a)           Either party may terminate this Agreement by giving the other party1 month’s written notice.

(b)           Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

(c)           Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.9, 5.13 and 5.14 survive termination of this Agreement.

5.13        Dispute Resolution

(a)           If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i               Includes or is accompanied by full and detailed particulars of the Dispute; and

ii              Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b)           Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c)           Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d)           Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e)           Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

5.14        Electronic Communication, Amendment & Assignment

(a)           The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b)           The User can direct notices, enquiries, complaints and so forth to the Company as set out in thisAgreement. The Company will notify the User of a change of details from time-to-time.

(c)           The Company will send the User notices and other correspondence to the details that the User submits tothe Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d)           A consent, notice or communication under this Agreementis effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e)           Notices must be sent to the parties’ most recent known contact details.

(f)            The User may not assign or otherwise create an interest in this Agreement.

(g)           The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

5.15        General

(a)           Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

(b)           Prevalence.To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

(c)           Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(d)           Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e)           Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f)            Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(g)           Governing Law.  This Agreementis governed by the laws of Western Australia, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h)           Severability.  Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.