(If you plan to or use the TIQK Developer API see also the TIQK Developer API Terms of Service)
1. TIQK service
1.1 TIQK Pty Ltd (we, us and our) provide an online regulatory compliance information service (TIQK service) to assist businesses with certain regulatory obligations to monitor compliance in their day-to-day business activities.
WARNING: The TIQK service provides information to assist you to check your compliance obligations. It does not constitute legal advice. You should obtain your own legal advice, suitable to your own circumstances. We exclude liability for loss suffered by any person resulting in any way from the use of, or reliance on, the TIQK service as if it were legal advice.
1.2 The TIQK service consists of the following components:
(a) the Service Modules specified in the Subscription Terms as being applicable to your Subscription Package;
(b) the Knowledge Centre; and
(c) technical help desk support.
1.3 We agree to provide the person named in the Subscription Details (you or your) with access to the TIQK service in consideration for your agreement to the terms and conditions contained in these General Terms, the Subscription Details, the Subscription Terms and the terms and conditions for any Service Modules which you have selected to subscribe to (together, User Agreement).
1.4 We will use our best endeavours to ensure that the TIQK service is continuously available for your use. However, we offer no warranties about the availability of the TIQK service at any time and accept no liability resulting from the TIQK service being unavailable at any time due to circumstances beyond our control or suspension in accordance with clause 7.
1.5 We will provide the TIQK service via an online platform. After you upload data to our servers we will, if you so direct us, in due course analyse the data and respond with certain information which may assist your regulatory compliance efforts. We will not provide you with any software to install on devices operated by you.
1.6 You may upload documents to our servers only up to the number specified in the Subscription Terms for your Subscription Package, unless you pay the Excess Document Fee in accordance with clause 3.8.
1.7 We will audit documents – that is, analyse the data they contain under clause 1.5 – only up to the number specified in the Subscription Terms for your Subscription Package, unless you pay the Excess Usage Fee in accordance with clause 3.9.
1.8 You may integrate the TIQK service into any information system that you operate through application programming interfaces (APIs). Your use of the APIs is subject to the TIQK API Terms and Conditions and we accept no responsibility for any damage resulting from your use of the APIs.
1.9 You agree to use the TIQK service only for the purpose of assessing the compliance with legal obligations of materials produced by you in the ordinary course of a business that you lawfully carry on. You must not use the TIQK service for any other purpose, lawful or otherwise.
1.10 You must not use the TIQK service in a manner that breaches any law or contractual obligation.
2. Credentials and login
2.1 Within a reasonable time after receiving payment from you, we will provide you with the user credentials by which you can access the TIQK service.
2.2 We will provide you with credentials for the number of users applicable to your Subscription Package. We will provide user credentials to you by assigning them to individuals to whom you direct us to assign them to.
2.3 User credentials are unique to a particular individual. You must ensure that each user credential provided in connection with this User Agreement is not used by anyone other than the individual to whom it has been assigned by us.
2.4 We will only assign a user credential to an individual if they accept and agree to be bound by the terms of this User Agreement.
2.5 If you require additional user credentials, you may notify us in writing and we will supply them after receiving the fee payable under clause 3.7, up to the maximum number of users specified in the Subscription Terms for your Subscription Package.
2.6 If you wish to revoke a user credential assigned to a particular individual in connection with this User Agreement (for example, because that individual is no longer employed by you), you may notify us in writing and we will revoke that user credential. You may then direct us to assign the credential to another individual, subject to that individual accepting and agreeing to be bound by the terms of this User Agreement.
2.7 You must ensure that user credentials and passwords provided in connection with this User Agreement remain confidential and are not disclosed to any person other than the individual to whom they are assigned.
3.1 You agree to pay the fees set out in this clause 3.
3.2 You must pay the Subscription Fee notified on our website as being applicable to the Subscription Package that you are subscribed to in advance. The first Subscription Fee payment is due when you enter into this User Agreement and each subsequent Subscription Fee payment is due on the corresponding day in each subsequent calendar time period, depending on the frequency with which the Subscription Terms state that the Subscription Fee applicable to your Subscription Package is payable.
3.3 If we offer you a free trial period, the first Subscription Fee is due immediately upon the expiry of the indicated free trial period and each subsequent Subscription Fee is due on the corresponding day in each subsequent calendar time period, depending on the frequency with which the Subscription Terms state that the Subscription Fee applicable to your Subscription Package is payable.
3.4 We may change the Subscription Fee for any Subscription Package at any time in accordance with clause 9 by providing you with one month’s notice of the change and publishing the new Subscription Fee on our website. A change in the Subscription Fee becomes effective on the date indicated in the notice provided to you.
3.5 If the Subscription Fee is payable on a day that is not a business day in Sydney, New South Wales, the Subscription Fee is due payable on the first business day after that day. The due date for Subscription Fees for subsequent periods is unaffected by this.
3.6 If you wish to change to a higher Subscription Package during a period, you must pay the difference in the Subscription Fee between your current Subscription Package and the new Subscription Package, applied proportionately based on the number of days remaining in the period.
3.7 If you request that we provide more user credentials than are included in your Subscription Package, you must pay in advance the Additional User Fee for each additional user credential that you request us to provide. The Additional User Fee in respect of each additional user credential is then payable each period, on the same day that the Subscription Fee is payable, until you instruct us to revoke those user credentials.
3.8 If you wish to upload more documents to our servers than the number applicable to your Subscription Package, you must pay in advance the Excess Document Fee applicable to your Subscription Package for the number of additional documents that you wish to upload.
3.9 If you wish to have more documents analysed by the TIQK service than the number applicable to your Subscription Package, you must pay in advance the Excess Usage Fee applicable to your Subscription Package for the number of documents that you wish to have analysed.
3.10 All fees under this User Agreement are payable by:
(a) credit card; or
(b) direct electronic funds transfer to the account notified by us.
Variation of fees
3.11 We may vary a fee at any time at our discretion.
3.12 If we increase a fee, we must give you at least one month’s notice in writing before the increase becomes effective. An increase in a fee operates prospectively and does not affect any fee that you have already paid in advance.
3.13 We do not need to provide notice of a decrease in a fee. A decrease in a fee operates prospectively and does not affect any fee that you have already paid in advance.
4. Data security
4.1 We will take reasonable steps to ensure that information that you upload to our servers or otherwise supply to us in electronic or any other form is protected against misuse, interference and loss and from unauthorised access, modification or disclosure.
4.2 We may disclose information that you upload to our servers or otherwise supply to us to providers of third party applications that we may use to deliver any part of the TIQK service, for the purpose of enabling us to provide the TIQK service. We are not responsible for any unauthorised access, use or disclosure of information held by such a provider of a third party application.
4.3 You must ensure that any information that you upload to our servers is free from any viruses, malware or other harmful software. You agree to indemnify us against any loss or damage suffered, including compensation payable by us to our customers, as a result of any information that you upload to our servers containing a virus, malware or other harmful software.
4.4 For the purposes of this User Agreement, you are deemed to have uploaded information if it has been uploaded through use of a user credential provided in connection with this User Agreement.
4.5 You must store any confidential information that we provide to you (including user credentials that we have provided in connection with this User Agreement) securely so as to ensure that it is not subject to unauthorised access, use or disclosure.
4.6 You must notify us in writing about any security breach that you suffer for which there are reasonable grounds to believe that information confidential to us (including user credentials that we have provided in connection with this User Agreement) may have been subject to unauthorised access, use or disclosure.
5. Knowledge Centre
5.1 We will provide a Knowledge Centre containing materials to help you obtain additional value from the TIQK service. The Knowledge Centre will be accessible online at a web address notified to you by TIQK.
5.2 You must read and familiarise yourself with the materials in the Knowledge Centre. You must also check the Knowledge Centre regularly for updates.
5.3 In using the TIQK service, you must follow any instructions contained in materials in the Knowledge Centre. We are not liable for any loss or damage suffered as a result of using the TIQK service in a manner contrary to that instructed in the Knowledge Centre.
5.4 We will take reasonable steps to ensure that the information in the Knowledge Centre materials is accurate, complete and up-to-date. However, we are not liable for loss caused by any error, inaccuracy or ambiguity in the Knowledge Centre materials. It is your responsibility to ensure that the information in the Knowledge Centre is appropriate for your circumstances.
5.5 We may publish in the Knowledge Centre policies setting out acceptable use of the TIQK service. The terms of policies published in the Knowledge Centre form part of this User agreement and you must not use the TIQK service in a manner that contravenes a term of any such policy. We may vary the terms of such policies at any time in accordance with clause 5.6.
5.6 We reserve the right to amend the materials in the Knowledge Centre at any time. We are not obliged to give you notice that content in the Knowledge Centre has varied.
5.7 We reserve the right to change the web address at which the Knowledge Centre is accessible. We will notify you by email or by an announcement on our website if this occurs.
6. Confidentiality and intellectual property
6.1 You retain ownership of any information that you upload to our servers when using the TIQK service.
6.2 However, by uploading information to our servers, you grant to us an irrevocable royalty-free perpetual licence to use the information in connection with:
(a) providing the TIQK service;
(b) performing our obligations under this User Agreement;
(c) maintaining the security of information held by us in connection with the TIQK service;
(d) troubleshooting problems with the TIQK service;
(e) developing application programming interfaces to allow users to integrate the TIQK service into their information systems;
(f) developing and improving the TIQK service; and
(g) testing current or proposed elements of the TIQK service,
including the right to copy, distribute, transmit, reproduce, edit, translate and reformat your file and to sub-license any person, firm or corporation to do the same.
6.3 We may from time to time solicit customer feedback from you, including suggestions about changes that can be made to the TIQK service. By providing information to us in response to a request for customer feedback, you grant to us an irrevocable royalty-free perpetual licence to use the information in connection with our business, including to make changes to the design or functionality of the TIQK service, and to sub-license any person, firm or corporation to do the same.
6.4 You agree that all information you obtain in connection with your use of the TIQK service, including all materials in the Knowledge Centre and the fees charged by us, is confidential and may not be used or disclosed other than for the purpose of using the TIQK service to provide information as to compliance with relevant laws and regulations.
6.5 Subject to clause 6.6, any information that we provide to you in connection with this User Agreement or the TIQK service generally is confidential to us and may not be used to generate profit for you or disclosed to a third party except with our prior written consent.
6.6 Clauses 6.4 and 6.5 do not apply to information that is:
(a) in the public domain otherwise than through a breach of any obligation of confidence owed by one person to another (whether party to this User Agreement or not);
(b) already known to the disclosee before you disclose it to them;
(c) required to be disclosed to the disclosee by an Australian law; or
(d) developed independently by you through your use of the TIQK service.
6.7 You acknowledge that nothing in this User Agreement gives or transfers to you any interest in any of our intellectual property or goodwill.
6.8 You must not take any action which could adversely affect the value of our intellectual property rights. We will not take any action that will knowingly adversely affect the value of your intellectual property rights.
6.9 Notwithstanding any other clause of this User Agreement, obligations under this clause 6 continue in force after termination of this User Agreement.
7.1 We may suspend the service at any time to implement updates to the TIQK service. Where commercially practicable, we will do this outside business hours in Sydney. We will give at least 24 hours’ notice of any such suspension of the TIQK service.
7.2 We also reserve the right to suspend the operation of the TIQK service at any time without notice if we reasonably believe that suspending the service immediately is necessary to protect our interests and/or those of users of the TIQK service.
7.3 We may suspend your access to the TIQK service without notice if we believe on reasonable grounds that you have breached any of your obligations under this User Agreement.
8. Term and termination
8.1 This User Agreement commences on the date we receive payment from you of all fees stated in clause 3 and the Subscription Terms as being payable in advance and continues until terminated in accordance with this clause 8.
8.2 Either of us may terminate this User Agreement at any time by providing at least one month’s written notice to the other.
8.3 We may terminate this User Agreement immediately by written notice to you if:
(a) you breach an obligation under this User Agreement in a material respect and, if the breach is capable of being remedied, you have not remedied the breach within 30 days of being given a written notice by us setting out details of the breach;
(b) you breach any law in relation to your use of the TIQK service;
(c) we become aware that you have misrepresented information to us when entering into this User Agreement; or
(d) your access to the TIQK service has been suspended for a continuous period of at least six months.
8.4 We may terminate this User Agreement immediately without notice if you have not paid any fee by the time stipulated for its payment in clause 3.
8.5 All rights of termination provided by this clause 8 are in addition to any rights of termination available under law.
9. Changes to this User Agreement
9.1 We may amend these General Terms, the Subscription Terms and any other document comprising this User Agreement (including by increasing a fee or introducing a new fee) at any time by providing you with one month’s prior notice of the change to these General Terms, the Subscription Terms or the other document comprising this User Agreement.
9.2 We need not give prior notice of any change to these General Terms, the Subscription Terms or any other document comprising this User Agreement if we believe on reasonable grounds that the change will confer a benefit on you or lessen your obligations under this User Agreement.
9.3 We must act reasonably in exercising our rights under clause 9.1. We are taken to be acting reasonably if we amend any part of this User Agreement:
(a) to comply with any change or anticipated change in any relevant law, code of practice or regulatory guidance;
(b) to reflect any decision of a court, ombudsman or regulator;
(c) to reflect a change in our systems or procedures, including for security reasons;
(d) to respond proportionately to changes in the costs incurred by us in providing the TIQK service;
(e) in a manner that confers a benefit on you or lessens your obligations under this User Agreement; or
(f) to make the provisions of this User Agreement clearer.
10.1 We may provide any notice, demand, consent or other communication required or permitted to be made in writing under this User Agreement by sending a copy to the email address identified as your email address in the Subscription Details. You are taken to have received the notice, demand, consent or other communication when it becomes available for you to view, regardless of when you actually download or view it.
10.2 You may provide any notice, demand, consent or other communication required or permitted to be made in writing under this User Agreement by:
(a) sending it to firstname.lastname@example.org or such other email address as we may notify to you from time to time, from the email address identified as your email address in the Subscription Details; or
(b) updating the relevant information in any electronic subscription management platform which we provide you with access to.
You are taken to have given the notice, demand, consent or other communication when it becomes available for us to download and view from our email mailbox or in the subscription platform.
10.3 You indemnify us against all loss, damage, expenses or costs incurred, including reasonable legal costs incurred in contesting any claim, as a result of:
(a) a breach of this User Agreement by you;
(b) a breach of this User Agreement by any person logged in via a user credential provided in connection with this User Agreement;
(c) you or any other person employed or contracted by you communicating information obtained from the TIQK service to any other person; or
(d) us suspending the TIQK service or suspending your access to the TIQK service in accordance with clause 7;
whether the act or omission in question is intentional or negligent, dishonest or otherwise. For the avoidance of doubt, loss or damage includes indirect loss or damage, consequential loss or damage and economic loss or damage.
10.4 If a claim is made against us in respect of which we are entitled to be indemnified under clause 10.3, we will:
(a) notify you of the claim;
(b) consult with you in relation to the claim; and
(c) not settle the claim or make any adverse admission without your prior written consent.
10.5 The indemnity in clause 10.3 survives termination of this User Agreement
Limitation of liability
10.6 We are not liable for any loss suffered by you or any third party as a result of:
(a) any act or omission by us in the course of providing the TIQK service, whether intentional, negligent or otherwise;
(b) your use of the TIQK service to inform decisions made in relation to the provision of financial services; or
(c) any action we take in accordance with clause 7 to suspend the TIQK service or suspend your access to the TIQK service.
10.7 Where we are subject to any liability that may not lawfully be excluded, that liability is hereby limited to the maximum extent permitted by law.
10.9 We may collect the following information about individuals in entering this User Agreement and providing the TIQK service:
(b) postal address;
(c) email address;
(d) telephone numbers;
(f) employer name; and
(g) position or job title.
10.10 We may use or disclose personal information collected about you and any individuals to whom user credentials are issued for the following purposes:
(a) carrying out our obligations under this User Agreement; and
(b) marketing other services that we may provide in the future, including direct marketing.
10.11 We will store personal information about individuals securely in electronic form on servers located in Australia, maintained by third-party service providers.
10.12 We may disclose personal information about individuals that we collect in the course of providing the TIQK service to third party service providers located overseas for the purpose of gathering public profile information about individuals.
10.13 We may install cookies on devices used to access the TIQK service to collect information about usage of the TIQK service, including, but not limited to:
(a) Internet Protocol addresses;
(b) unique device identifiers (e.g. MAC addresses);
(c) general device information – device type, manufacturer, model, operating system name and version, internet browser type, screen resolution, language, plug-ins, add-ons and version of the TIQK Service that is being used; and
(d) transaction history in relation to the TIQK service – items purchased, date of purchase, purchase amount and payment details.
You consent, and warrant that each individual who uses the TIQK service through a user credential issued under this User Agreement consents, to us using information so collected to perform our obligations under this agreement and to carry out research and development in relation to the TIQK service.
10.14 Documents that you upload to our servers are likely to contain personal information about other individuals, such as your customers. You agree to obtain the consent of, and warrant that any individual who uses the TIQK service through a user credential issued under this User Agreement has obtained the consent of, any such individual to us:
(a) collecting personal information about them; and
10.15 We will take commercially reasonable measures to protect personal information collected and held in connection with this User Agreement from misuse, interference and loss and from unauthorised access, modification or disclosure.
10.17 You agree that we may collect anonymous device information about any device used to access the TIQK service and to disclose such information to Google Analytics for the purpose of obtaining information about the use of the TIQK service. Such information will not identify you or any individual using the TIQK service. You also warrant that any individual who owns or uses a device from which the TIQK service is accessed through a user credential issued under this User Agreement consents to the collection and use of such data for analytical purposes.
10.18 A right under this User Agreement may only be waived in writing, signed by the party giving the waiver.
10.19 No conduct of you or us (including a failure to exercise, or delay in exercising, a right) operates as a waiver of the right or otherwise prevents exercise of the right.
10.20 A waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again.
10.21 The exercise of a right does not prevent any further exercise of that right or other rights.
10.22 You may not assign your rights under this User Agreement without our prior written consent, which must not be unreasonably withheld if the proposed assignee is commercially acceptable to us.
10.23 We may assign our rights under this contract without your consent to any related body corporate of ours or to any purchaser of the relevant part of our business. We will notify you as soon as practicable if we assign our rights under this contract.
Goods and Services Tax
10.24 All amounts in this User Agreement are exclusive of GST unless expressly stated otherwise. If an amount is payable in respect of a taxable supply under this User Agreement, you must pay to us an additional amount equal to the amount of GST payable on the taxable supply.
10.25 We will provide you with a tax invoice showing the amount of GST payable.
10.26 Any terms used in clauses 10.24 and 10.25 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this User Agreement as they have in that Act.
Governing law and jurisdiction
10.27 This User Agreement is governed by the law in force in the State of New South Wales, Australia.
10.28 The parties agree to submit to the exclusive jurisdiction of the courts of New South Wales, including any courts exercising appellate jurisdiction from the courts of New South Wales, in respect of any disputes arising in connection with this User Agreement.
10.29 The components of the User Agreement contain the entire agreement between you and us. You agree that any representations made by us or our agents that are not reproduced in these General Terms or the Subscription Terms do not form part of the User Agreement and have-not been relied upon by you in entering in to the User Agreement or otherwise.
11.1 A reference to:
(a) any thing includes the whole and each part of it;
(b) a document includes any variation or replacement of it;
(c) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of them);
(d )headings are for convenience only and do not affect the interpretation of this User Agreement;
(e) the words including, such as or for example when introducing an example do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
(f) the word person includes an individual, a firm, a body corporate, an unincorporated association or an authority; and
(g) the singular includes the plural and vice versa.
11.2 The following interpretation rules apply to this agreement.
(a) A provision of this User Agreement must be read down if it is able to be read down and:
(i) the provision, or this User Agreement, is void, voidable or unenforceable if it is not read down; and
(ii) the provision, or this User Agreement (as applicable), will not be void, voidable or unenforceable if the provision is read down.
(b) A provision of this User Agreement must be severed if, despite being read down in accordance with clause 11.2(a), the provision or this User Agreement is void, voidable or unenforceable if the provision is not severed.
(c) The other provisions of this User Agreement remain in full effect despite the reading down or severance of any provision in accordance with this clause 11.2.
11.3 You means the person listed in the Subscription Details as “Business Name” and includes your employees, agents, any contractors employed by you and any other person who accesses the TIQK services via a user credential provided in connection with this User Agreement, whether or not authorised by you. You includes your successors and assigns.
11.4 We, us and our means TIQK Pty Ltd (ABN 12 615 066 861) and includes its successors and assigns.
11.5 User Agreement means the following documents read collectively:
(a) your most recent Subscription Details;
(b) these General Terms;
(c) the Subscription Terms; and
(d) the terms and conditions for each Service Module included in your Subscription Package.
If there is any inconsistency between:
(e) the Subscription Terms and these General Terms, the Subscription Terms prevail;
(f) the Subscription Terms and/or these General Terms and any of the documents listed in 1.1(a), 1.1(a) or (d) above, the Subscription Terms or these General Terms (as applicable) prevail;
(g) the documents listed in 1.1(a), 1.1(a) and (d) above, the document listed in (d) prevails;
(h) the documents listed in 1.1(a) and 1.1(a) above, the document in 1.1(a) prevails.
11.6 Subscription Terms means any document published on our website from time to time and described as such, which sets out terms and conditions applicable to each Subscription Package.
11.7 Subscription Package means the combination of Service Modules, user credentials and document upload and audit limits specified in the Subscription Details as having been subscribed to by you, or subsequently notified to us by you as the Subscription Package that you intend to subscribe to.
11.8 Our website means any website operated or controlled by us or notified by us to you as being “our website”.