Scannet Terms and Conditions (Australia)

1. Definition

Definition of You, ” the company, entity, legal body, directors, partners or individuals” agree to these terms and conditions, which bind You, and the employees and any future legal entity that should continue to trade in a similar style to your current style and to continue to operate the goods you have purchased, rented, leased, hired or borrowed .

2. Special note 1:

a. In the event that You, should enter administration, liquidation or to cease trading, it is noted that the software licenses allocated to You always remain the property of SCANNET and are non-transferable. The software elements of any SCANNET product always remains the property of SCANNET, additionally, those hardware products that are either, rented, leased or loaned from SCANNET or are sold but not fully paid for, always remain the property of SCANNET.

b. Further in the event of administration, liquidation or should You cease trading, You warrant that You will immediately notify SCANNET within 24 hours of said event and personally guarantee the full return of SCANNET’s Equipment and personally guarantee that if the Equipment is not returned You will be responsible to SCANNET for the full replacement value of the Equipment and software supplied as described in the schedule .

3. Special note 2:

a. SCANNET products purchased after 2009 are required to be re-licensed each week by connecting your hardware to the internet once each 7 days. Failure to do so will invalidate your software license and your software will cease to operate normally. It is therefore, a condition of your agreement with SCANNET that your Equipment is connected to the internet and has access to our license manager at www.idscan.biz for a minimum period of 30 minutes each 7 days. SCANNET are not liable for any consequential loss, loss of business and/or loss of profit which you may suffer as a result of you breach of this obligation under this Special note 2.

4. Special note 3:

a. Should invoices remain unpaid for a period exceeding 61 days SCANNET reserves the right to recover all Equipment and software provided and all rights to hardware and software are immediately reverted to SCANNET.

b. SCANNET Terms & Conditions are subject to change at any time;

c. SCANNET is a trade mark protected by UK and European Law.

d. These terms make up the whole Agreement between you and us. No other terms will apply to this Agreement other than individual End User Software Agreements which apply to certain products.

e. This Agreement is for the rental, hire, lease, loan or sale of the Equipment for use in your business, or the licence of SCANNET’s software.

f. If two or more people are Customers in this Agreement they are separately and jointly liable under the terms of it.

g. This Agreement is governed by English Law.

5. Period of Rental ,Lease, Loan, Hire,

a. This Agreement will start on the date when the product is installed and will run for a period determined in the schedule.

b. Invoicing: Rentals and licence fees are paid monthly in advance. Invoices are issued on the first of each month for rentals and licence fees for the following month. Direct debits will be taken out on the 20th of the month in which the invoice was issued and covers the fees for the following month. Invoices not settled by the last day of the month in which the invoice is issued or failed direct debit payments will prompt an automated seizure of service on the 1st day of the new month and a late payment fee of $39. Customers whose Invoices that are paid late on more than three separate occasions in a 12 month period will be required to pay 6 monthly in advance SCANNET are not liable for any consequential loss, loss of business and/or loss of profit which you may suffer as a result of you breach of this obligation and seizure of service

6. The Equipment

a. The Equipment are those items listed in the schedule to this Agreement and further described in the invoice.

7. Software Licence

a. If your software was provided by a dongle this is your license key, replacement of this key is $1650 (ex GST). Damaged keys will be replaced immediately upon receipt of the damaged key at a cost of $35. If your software is provided through SCANNET’s License Manager, your system will need to connect to the internet each 7 days to renew your software licence.

b. You will comply with the terms and conditions of any software licence provided to you by SCANNET and you will indemnify SCANNET against any claim made against us for breach of any software licence.

c. SCANNET’s software always remains the property of . SCANNET does not sell its software, your rights to use are based upon a lease, rental, loan or prepaid license term.

8. Conditions of using the Equipment

a. You will keep the Equipment at all times in your possession and control and, you will keep it at the location stated in this Agreement and you will not move it without our permission. You must let us inspect the Equipment at all reasonable

b. You will be responsible for maintaining the Equipment in good repair and condition, for ensuring that the Equipment is used properly and safely and that it complies with all legal requirements for its use. You will be responsible for any damage caused to the Equipment apart from that caused by fair wear and tear.

c. You will be responsible for paying any insurance premium and other payments due for the Equipment.

d. You must not alter, improve or add anything to the Equipment without our written permission.

e. You must not transfer the benefit of this Agreement or do anything which affects our rights in the Equipment including using it as a security for a debt or any other obligation or selling or disposing of it. If the Equipment is kept on rented property in Scotland, it will not form part of the landlord’s Hayworth.

9. Insurance

a. You must insure the Equipment against all liability whatsoever to any third party arising directly or indirectly out of the possession or use of the Equipment and all loss or damage to the Equipment from all insurable risks for the full cost of replacing it with a reputable insurance company. You must arrange for our interest in the Equipment to be endorsed on the insurance policy.

b. You must, on request, show us evidence that such insurance is in place and if you do not we may, if we choose (but will not be obliged to), arrange insurance for you in respect of some or all of the relevant insurance risks for such period which we think fit. You appoint us as your agent to arrange for this insurance and you will pay the full cost of the insurance which we will collect from you with the Payments.

c. You must tell us immediately of any insurance claim and you cannot settle any claims without our agreement. You appoint us as your agent for receiving insurance settlements and you must tell the insurance company that any settlements from a Total Loss claim should be paid to us, as your agent.

d. If the Equipment is lost or stolen or damaged beyond economical repair (a “Total Loss”) then you will, within twelve days, either: – (i) replace the Equipment at your own expense (using the insurance monies). Any insurance settlement we receive from the insurers will be credited to the amount payable.

10. Returning the Equipment

a. Upon termination of the rental period you shall at your own expense, restore the Equipment to its original condition, fair wear and tear excepted redeliver them to us at such place in the United Kingdom that we shall designate, normally SCANNET Head Office

b. You agree that if you fail to redeliver the Equipment within 21 days of termination of this agreement, you will be liable to a $5000 charge plus GST, which must be paid in full 7 days after receipt of “FAIL TO RETURN EQUIPMENT DEMAND”. In addition to the liability for $5000, we will attempt to retake possession and for such purpose may enter any premises where the Equipment may be and remove the Equipment, you also agree that any forced entry that may be required, is with your expressed permission and that SCANNET shall not be under any liability for any loss or damage sustained in consequence or by reason of our actions under this Clause. You shall pay all costs and expenses in connection with removing and/or storing, refurbishing and maintaining the Equipment in the condition in which it is required to be kept hereunder and shall continue to insure the Equipment in accordance with Clause 8 until such time as the Equipment shall be sold.

11. Support Agreement

a. SCANNET has developed and owns, or has licensed from third parties, certain computer software applications and hardware Equipment and has granted You a non-exclusive licence to use such programs and their associated documentation under an agreement.

b. SCANNET has agreed to provide You certain services in respect of the support and maintenance of the computer software applications, and the computer hardware Equipment upon which such applications are installed, on the terms and conditions set out in this Agreement. In particular support is conditional upon the following terms

c. If you have a card scanner it is calibrated each week and cleaned each month;

d. You are able to connect your system to www.idscan.ws when requiring support;

e. You update your system with the latest version of the software at least once a month;

f. You do not add any other software nor surf the web on your system;

g. Your account is up to date;

h. Equipment is operated within normal operating temperature of 6c to 34c;

i. Your support fees, license payments and or rentals are paid by standing order or direct debit

j. Data protection notices are placed prominently at the point of scanning;

k. Support is reported between 9am and 5pm Monday to Friday

l. Data protection notices are placed on your website with a link to SCANNET’s Data Protection FAQ;

m. Your system is connected to the internet for a minimum 30 minutes once every 7 days to reissue your license;

n. If you are unable to connect your system to the internet for remote support there is a $50 basic support charge, and/ or $45 each way courier collection and delivery charge should your Equipment need to be returned to SCANNET.

o. Bench time for repairs will be charged at the current rate

p. Purchased hardware is supported for 1 month and then Manufactures warranty takes precedent.

12. Support

a. During the continuance of an Agreement, SCANNET shall provide You with Hot Line support for the reporting of a problem. An urgent problem is degradation or failure of the system, defective Software distribution media, or software performance inconsistent with documentation.

b. Online support: You will provide internet connection, for the purpose of online line support. All systems come with Wi-Fi or Ethernet connection and can be moved to a location to connect to the internet. Support will not be provided to You if internet connection is not available for remote support.

c. On-site support: On-site support will be provided by SCANNET if specified in the Schedule and where appropriate in the event that online telephone support does not resolve a Software problem, On-site support will be provided within seven days of support call being first registered. Should the support call be classified as non-fault then a call out charge of $179 will be invoiced.

d. Out-of-Hours support: Out-of-Hours support shall, where specified in the Schedule, be provided by SCANNET, but more commonly until 8pm on Friday and Saturday nights and 7 pm on other nights.

e. Critical support is provided by returning the Processor unit to SCANNET “head office” systems will be repaired and returned within 3 days from the morning of receipt of the system. Should the support call be classified as non-fault then carriage + $60 will be charged.

f. Corrections, assistance: Correction of critical errors or assistance to overcome specific software problems. SCANNET. In its sole discretion, correct errors by ‘patch’ or by new version.

g. You, shall supply in writing to SCANNET a detailed description of any fault requiring support services in clause 6.1 and the circumstances in which it arose, and shall submit sufficient material and information to enable SCANNET support staff to duplicate the problem.

h. When appropriate, SCANNET will endeavour to give an estimate of how long a problem may take to resolve. SCANNET will keep You, informed of the progress of problem resolution. SCANNET’s support staff will attempt to solve a problem immediately or as soon thereafter as possible and the response times shall be either:

i. Service: between Monday to Friday from 0900 to 1730 (excluding national holidays) SCANNET shall use its reasonable endeavours to respond within 10 hours of receipt of a request;

 

13. Your Liability

a. Where the Equipment is a Total Loss or you fail to return it to us in the condition required by this Agreement and because of its condition we are unable to sell it for the full amount of our un-recovered investment in the residual value of the Equipment, $5000 plus GST is necessary to compensate us for our loss.

14. Indemnity

a. You will indemnify us, against all losses costs claims and demands which we may incur arising out of this Agreement and the possession or use of the Equipment other than those arising from our own gross negligence or wilful misconduct.

15. Our Liability

a. We do not exclude our liability for death or personal injury which is caused by our negligence in the performance of our obligations under this Agreement.

b. We do not have any obligation to replace the Equipment if it is lost or damaged.

c. We are not liable for any consequential loss, loss of business and/or loss of profit which you may suffer as a result of our breach of our obligations under this Agreement.

16. No Third Party Rights

a. Nothing in this Agreement shall confer any benefit on any third party and no person other than you or ourselves shall have any right to enforce any clause of the Agreement. For the avoidance of doubt the term “ourselves” includes our successors or assigns.

b. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

17. Software

a. Service: the SCANNET Software Service to be provided by  under the Contract as set out in Part B below, together with any other services which  provides or agrees to provide to the Customer from time to time.

b.  may vary these Conditions at any time by posting the changes or any new version of the same on the Website and, where reasonably practicable, giving the Customer prior notices. The Customer hereby agrees that, if the Customer decides to use the Equipment and/or the Software Service after any variation(s) to these Conditions have been posted on the Website, the Customer will be bound by the Contract as varied.

c. Charges and Payment.

d. All payments listed on the contract invoice are be settled in with cleared funds before Equipment or software services will be provided.

e. All rentals, lease, hires payable to  for the provision of the Equipment and the Software Services, shall be paid by standing order or direct debit.

f. The first standing order payment must be received before Equipment and or software service will commence.

g. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay  on the due date,  will immediately remove the software rights of the customer and the software will cease to operate. Those systems which are dongle operated the customer agrees that they will not continue to use the Equipment and software.

h. In the event that a standing order, deicer debit or scheduled payment are not made on the due date all rights to any deposits are null and void and the Customer relinquishes all future claim to such.

i. In the events that rentals that are not paid in more than 2 cycles of the rental schedule. All rights to any deposits are null and void and the Customer relinquishes all future claim to such, further all rights to any hardware or software are relinquished .

j. Late Payment penalties; accounts which fall more than 60 days overdue are subject to a fixed $100 charge, plus any further rentals, licence fees or support fees will increase by 20% until the account is brought back within the agreed terms.

k. All sums payable to  under the Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

l. This condition sets out the entire financial liability of  (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

m. Any breach of the Contract;

n. Any use made by the Customer of the Equipment and/or the Software Service; and

o. Any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.

p. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

q. Nothing in these Conditions limits or excludes the liability of :

r. For death or personal injury resulting from negligence; or

s. For any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by .

t.  shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

u.  does not guarantee the OCR accuracy of documents contained in the library – every effort is made to improve accuracy and customers who are aware of documents which have OCR errors should report them to SCANNET using the report sample button SCANNET will add documents to the library that have known OCR issues.

v. Loss of business; or

w. Depletion of goodwill and/or similar losses; or

x. Loss of anticipated savings; or

y. Loss of goods; or

z. Loss of contract; or

aa. Loss of use or reduced speed of use; or

bb. Loss of corruption of data or information; or

cc. Loss of any premises, alcohol or other licence; or

dd. Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

ee. ’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid by the Customer for the Equipment and Software Service.

ff. Loss of profits;

18. Data

a. The You acknowledge that you will maintain data protection according to the Privacy Act

b. You will ensure that staff have read and understood the Good Practice of ID scanning.

c. You agree that a Data Processing notice such as those provided by SCANNET will be placed at the point of scanning in view of the general public.

d. You agree that should You own a website to promote the business at which the Equipment is used that You will place a link to the Data Protection notice section of SCANNET’s website.

e. Forged, fake, altered, counterfeit documents which are shared, sent, or displayed to SCANNET. SCANNET reserve the absolute right to retain copies of documents which are proven beyond reasonable doubt to be forged, fake, altered or counterfeit. SCANNET may distribute these documents to police or other government authorities and may add these documents to an SCANNET watch list which may be shared with third parties.

19. On termination of the Contract for any reason:

a. The Customer shall immediately pay to  all of ’s outstanding unpaid invoices and interest, and, in respect of the Software Service supplied but for which no invoice has been submitted,  may submit an invoice, which shall be payable immediately on receipt;

b. The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected;

c.  shall immediately cease the supply of the Equipment and the Software Service.

20. Force Accenture

a.  shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of  or any other party), failure of a utility or telecommunication service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, strike, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

b. The Customer shall not, without the prior written consent of , assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

c.  may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

d.  warrants to the Customer that the Equipment is free from defects of workmanship and materials.  undertakes (subject to the remainder of this condition), at its option, to repair or replace Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within six months of delivery and installation.

e.  shall not be liable for a breach of the warranty unless:

f. The Customer gives written notice of the defect to  within 48 hours of the time when the Customer discovers or ought to have discovered the defect; and

g. After receiving the notice,  is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by ) returns such Equipment to ’s place of business at ’s cost for the examination to take place there.

h.  shall not be liable for a breach of the warranty

i. The Customer makes any use of Equipment in respect of which it has given written notice

j. The defect arises because the Customer failed to follow ’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or

k. The Customer alters or repairs the relevant Equipment without the written consent of .

l. Any repaired or replacement Equipment shall be under warranty for the unexpired portion of the six month period.

m.  shall not be liable for any damage or defect to the Equipment caused by improper use of the Equipment or use outside its normal application.

n. Intellectual Property Rights.

o. The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of  or (as the case may be) third party rights, owner.

p.  shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of .

q. ’s Intellectual Property Rights in and relating to the Equipment shall remain the exclusive property of , and the Customer shall not at any time make any unauthorized use of such Intellectual Property Rights, nor authorize or permit any of its agents or contractors or any other person to do so.

r. Subject to the Customer making payment of the Licence Fee, rental, or lease ,  shall (i) supply the Software to the Customer in accordance with these Conditions and as set out in the

s. Contract and (ii) grant to the Customer a non-exclusive and non-transferable rental license to use the Software during the Term solely for business use with its staff and customers.

t. The Software Service shall include:

aa. Making the Software available to the Customer to use and access the same for the purpose of operating their business, direct marketing and other related purposes and to use and upload the Customer Content.

bb. Making all necessary Modifications to the Software and ensuring that it is fully updated.

cc. The Customer shall be responsible for keeping confidential all login and password information supplied from time to time. If the Customer becomes aware of any unauthorized access the Customer agrees to immediately notify .

dd. The Customer shall be solely responsible for ensuring that the permissions granted to its Staff for using the Software are current and shall be kept up to date at all times.

ee. The Customer shall be entirely responsible for all access to the Software Service by its Staff or by any other persons accessing the Software using the Customer’s login and password information (whether authorized by the Customer or not).

u.  shall be entitled, on prior notice to the Customer, to make changes to the Software Service, provided such changes do not have a material adverse affect on the functionality of the same.

v.  shall have no obligation to correct or continue to provide the Software Service where the cause or causes of any fault have been identified as having arisen from any of the following.

w. Misuse or incorrect use of the Software Service;

x. Use of the Software Service in combination with any unsuitable Equipment or any fault in any such Equipment or software; or.

y. Any breach of the Customer’s obligations under these Conditions.

z.  may in its absolute discretion sub-contract the performance of any of its obligations under these Conditions.

21. Customer Conduct

a. The Customer shall not use the Software Service or the Software to store send or otherwise process material that is or may in the reasonable opinion of  be considered to be obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights or any other law or regulation (Inappropriate Content).

b. You may not in any way deny SCANNET or IDScan Biometrics access to the Software. This means that you upon request allow access to the PC remotely or directly by removing firewalls and or passwords that in any way may block SCANNET or IDScan Biometrics access to its software.

c. The Customer acknowledges that  has no control over any Customer Content and does not purport to monitor such content.  reserves the right to remove any Customer Content where it reasonably suspects such content is Inappropriate Content.  shall notify the Customer if it becomes aware of any allegation that Customer Content may be Inappropriate Content.

d. The Customer shall indemnify and hold harmless  and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs, damages and expenses (including legal expenses) arising out of or in connection with any breach by the Customer of this clause.

e. The Customer acknowledges that the internet and ’s systems, servers and Equipment may from time to time be inoperative in full or in part as a consequence of factors beyond ’s reasonable control, including but not limited to mechanical breakdown, maintenance, hardware or software upgrades and telecommunication connectivity problems.  will not be liable for its failure or inability to provide continuous, error free, uninterrupted services under these circumstances.

f. In the event of any interruption as set out in this clause,  will notify the Customer as soon as reasonably practicable of any such interruption to its ability to provide the Software Service by posting a notice on the Website or by any other reasonable means available to it.

22. Intellectual Property

a. The Customer acknowledges that all Intellectual Property Rights in the Software and the Software Service and any Modification belong and shall belong to , and the Customer shall have no rights in or to the Software or the Software Service other than the right to use it in accordance with the terms of this Contract.

b. The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, de-compilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless  is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request  to carry out such action or to provide such information (and shall meet ’s reasonable costs in providing that information) before undertaking any such reduction.

c.  may increase the Licence Fee from time to time.  shall give the Customer prior notification of any such increase.

d. No representation or warranty is given by  that all faults will be fixed or will be fixed within a specified period of time. Whilst  shall endeavour to ensure that the Software and the Software Service is free from infection, viruses and/or any other code that has contaminating or destructive properties (Contamination)  does not warrant that the Software or Software Service will be free from such Contamination.

23. Terms and Conditions

a. Terms and Conditions are deemed accepted upon receipt of your initial payment to Scannet Pty Ltd unless written notification is received in advance of said payment.

24. Copyright

a. The copyright in all material provided on this site (“Site”) is held by  registered in the UK. None of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of IDScan Biometrics. You also may not, without IDScan Biometrics permission, “mirror” any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes and if proven will be charged at a daily rate of $100 for each day the copyright is infringed.

25. Trademarks

a. The trademarks and logos (the Trademarks) used and displayed on this Site are registered and unregistered trademarks of IDScan Biometrics and may not be used in any advertising or other publicity materials in relation to the distribution of any information or materials obtained from this Site without the prior written consent of IDScan Biometrics.

IDScan, IDScan Biometrics, IDScan Bespoke, Age Safe, Blue2, clubscan, Cloakscan, “world’s first biometric coat check system”, Intouch, Entrytill, Smokescreen, Search Wand, SearchArch, Jenifer, MembershipPod, Lobby Scan, “Protects your License Installs In minutes” “ Protecting you, And Your environment”, “The Home of mobile Marketing” are either registered trademarks or unregistered trade marks of IDScan Biometrics in the United Kingdom, the EU and other countries.