Identity Verifications Terms - Client

1. Background

SignedX Pty Ltd ACN 697 814 047 (SignedX, we or us) agrees to provide and facilitate identity verification services to the Client in respect of its Requested Recipients (Services). The Services may include independent verification of the Collected Information with relevant entities, using our subcontractors and our Platform Partner.

These terms and conditions (Terms) apply to any Services that SignedX provides to a Client. By accepting the Services, the Client confirms that it has read, understood and agrees to these Terms.

In these Terms, "SignedX", "we" or "us" means SignedX Pty Ltd ACN 697 814 047 and its Personnel, and "you" or "Client" means the person(s) requesting the Services from time to time.

2. Services

2.1 General

You acknowledge that SignedX may vary the scope of the Services from time to time. Any additional or varied services will be governed by these Terms.

2.2 Service Requests

You may place a Service Request by requesting that SignedX provide the Services to a Requested Recipient through the Platform. Following a Service Request, SignedX will offer to provide the Services to the Requested Recipient subject to our Recipient Terms. SignedX is not responsible for whether the Requested Recipient agrees to receive the Services or for the timeliness with which they do so.

2.3 Standard of Services

SignedX agrees to perform the Services with due care, skill and diligence, in a timely manner, and in accordance with all applicable Laws relating to the performance of the Services. SignedX will maintain, at its cost, any licences, accreditations, certifications or registrations required by law to perform the Services.

3. Client's obligations

3.1 General

You must:

• only use the Services for a lawful and reasonable purpose, and not in any way to harass, intimidate or unreasonably offend the Requested Recipient;

• have all resources necessary to access and use the Platform, including hardware, software, telecommunications and internet access;

• co-operate with SignedX in all matters relating to the Services;

• provide SignedX with true and relevant information regarding the Requested Recipient; and

• comply with all applicable Laws, our reasonable instructions and recommendations, and these Terms.

3.2 Client Representative

You nominate the Client Representative as your primary contact for your Account.

You acknowledge that SignedX may require the Client Representative to undertake identity verification services in their personal capacity at any time during the Term.

You must not change the Client Representative without first providing SignedX with at least 14 days' prior written notice. SignedX may require any new Client Representative to undertake identity verification services in their personal capacity at any time.

You warrant that the Client Representative has the necessary authority to bind you with respect to any matters arising under these Terms.

3.3 Prohibited use

You must not, and must not permit your Personnel or any third party to, access or use the Services or the Platform:

• to develop, construct or operate products or services in competition with the Services or Platform; or

• where you, your Personnel or such third party is a direct competitor of SignedX or operates products or services in direct competition.

4. Fees and invoicing

In consideration of SignedX providing the Services, you must pay the Fees. The Fees are exclusive of GST and other similar taxes and surcharges, and net of withholding or other similar taxes.

SignedX will invoice you for the Fees in accordance with the process and conditions set out in your Account. You must pay the Fees within 14 days of receipt of an invoice.

5. Collected Information

5.1 General

You acknowledge that, as part of the Services, your Authorised User may view, use and receive the Collected Information.

SignedX will implement and maintain security measures with respect to the Collected Information in accordance with Good Industry Practice. Our Platform Partner holds ISO/IEC 27001 certification covering its Information Security Management System.

5.2 Client's obligations

Prior to any Authorised User using or receiving any Collected Information, you must, and must ensure that the Authorised User:

• only uses the Collected Information in accordance with all applicable laws, regulations and codes of conduct, and for a lawful purpose consented to by the Requested Recipient;

• implements appropriate security measures to protect all Collected Information, including: using encrypted processes for downloading and managing Collected Information; using two-factor authentication for the Account; using appropriate storage and archive processes (electronic and physical) that are secure against unauthorised disclosure (including to unauthorised persons within the relevant organisation); and ensuring the Authorised User is a fit and proper person; and

• maintains the integrity and security of all Collected Information at all times.

6. Intellectual Property Rights

6.1 Ownership

The Intellectual Property Rights in the Services and Platform are, and remain, the property of SignedX or our Platform Partner (as applicable). SignedX reserves the right to grant a licence to use the Services and Platform to any third party.

6.2 Licence

SignedX grants the Client a revocable, non-exclusive, non-transferable and royalty-free right to use the Platform to the extent necessary to obtain the full benefit of the Services.

6.3 Collected Information

As between the parties, all Intellectual Property Rights in the Collected Information remain the property of the Requested Recipient.

6.4 Analytics

You agree that SignedX may extrapolate, analyse, adapt and otherwise interrogate any information or data arising in connection with the Services on an anonymised and de-identified basis for the purpose of improving our services and product offerings. Any Intellectual Property Rights arising from this will be owned by SignedX.

6.5 Client's warranty and indemnity

You warrant that you hold all necessary licences and consents in the Collected Information, and that our use of it will not infringe any third-party rights.

You indemnify SignedX from and against any liability arising from any third-party claim that the Collected Information violates or infringes any Intellectual Property Rights.

6.6 SignedX's warranty and indemnity

SignedX warrants that it owns or licenses the Intellectual Property Rights in the Services and Platform, and that your use will not infringe any third-party rights.

SignedX indemnifies you from and against any liability arising from any third-party claim that the Services or Platform infringes any Intellectual Property Rights.

6.7 Restrictions on use

You acknowledge and agree that you will:

• promptly report any errors, defects or malfunctions in the Services or Platform to SignedX;

• not damage, impair, interrupt or interfere with the Services or Platform;

• not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the Services or Platform; and

• not purport to grant a third party any right to access or use the Services or Platform except as SignedX permits in writing.

7. Termination

7.1 Termination for cause

Either party may terminate these Terms with immediate effect by written notice if the other party commits a material breach (and fails to remedy within 14 days where remediable), repeatedly breaches these Terms, or suffers an Insolvency Event.

7.2 Termination by SignedX

SignedX may terminate these Terms immediately at any time without cause by written notice.

7.3 Obligations on termination

On termination or expiry:

• SignedX will cease providing the Services. You may continue accessing your Account to use and receive the Collected Information for 60 days after termination or expiry;

• the Client will pay all amounts owing on demand to SignedX; and

• each party will, on request, return or destroy the other party's Confidential Information (subject to standard archive/back-up exceptions).

8. Confidentiality

Each party will hold in strict confidence the other party's Confidential Information and use it solely to perform or exercise rights under these Terms. The obligations do not apply where information is already in the public domain (other than through breach), where disclosure is required by law, or where disclosure has been agreed in writing.

9. Indemnity

You indemnify, and agree to keep indemnified, SignedX from and against all Claims arising from or in connection with the Collected Information, except to the extent directly caused by SignedX's wilful misconduct or gross negligence.

10. Limitation of liability

10.1 Limitation

This clause sets out the entire financial liability of the parties (including for the acts or omissions of their Personnel) for any breach of these Terms, any use of the Services, or any representation, statement or tortious act or omission arising under or in connection with these Terms.

As far as the law permits, all liability for any injury, loss, damage, cost or expense arising from these Terms (other than from grossly negligent acts or omissions) is excluded, and all warranties, representations, conditions and other terms implied by statute or common law are excluded.

10.2 Maximum liability

To the maximum extent permitted by law, SignedX's total liability is, at our option, the reprovision of the Services or a refund of amounts paid for the Services.

10.3 Consequential Loss

To the extent permitted by law, neither party is liable for any Consequential Loss.

10.4 Australian Consumer Law

If the Australian Consumer Law applies, SignedX acknowledges that its services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us, and to a refund for the unused portion or to compensation for its reduced value. If a failure does not amount to a major failure, you are entitled to have it rectified in a reasonable time.

11. Privacy

SignedX agrees to comply with its Privacy Policy and all applicable Privacy Legislation in performing the Services.

You agree to comply with all applicable Privacy Legislation in relation to any Collected Information or other information you collect from the Requested Recipient in connection with the Services.

You warrant that you have all necessary consents and notices in place to enable lawful transfer to SignedX of any personal information.

SignedX will notify you without undue delay of any security incident affecting our systems that could affect you, and will respond to your queries about any such incident.

12. Force Majeure

Neither party is liable for any delay or failure to perform their obligations to the extent caused by a Force Majeure Event. If the event continues for 60 consecutive days, either party may terminate by written notice.

13. Dispute Resolution

Disputes must first be the subject of a Dispute Notice and a 14-day good-faith negotiation period, then mediation in Brisbane, Queensland (with a mediator nominated by the President of the Law Society of Queensland if the parties cannot agree). Nothing in this clause prevents a party from seeking urgent interlocutory relief.

14. General

These Terms are governed by Queensland law, and each party submits to the non-exclusive jurisdiction of the Queensland courts. These Terms supersede all previous agreements about their subject matter. A failure to enforce any provision is not a waiver. These Terms do not create a relationship of employment, agency, partnership, or joint venture between the parties. Any clause that is illegal or unenforceable may be severed. The Client must not assign these Terms without our prior written consent; we may assign or subcontract our rights and obligations (in whole or in part) without consent, including to or via our Platform Partner.

15. Defined terms

Account means your account on the Platform related to the provision of the Services.

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Authorised User means any persons authorised by the Client to use, or who otherwise use, the Client's Account.

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Claim means any claims, losses, damages, liabilities, demands, suits, expenses and costs.

Client Representative means the person nominated by the Client as the Client's primary contact for the Account.

Collected Information means any information collected by SignedX or its Personnel from a Requested Recipient pursuant to a Service Request.

Confidential Information means any information relating to the business, affairs, customers, Personnel or IP of a party, the terms or existence of these Terms, or other information that is by its nature, designated as, or known to be confidential.

Consequential Loss means any consequential, special, indirect or incidental loss, including loss of profit, revenue, business interruption, business, opportunity, reputation, or loss in connection with breach of third-party contracts.

Fee means the fees set out by SignedX with respect to the Services in the Platform or on an invoice issued in connection with these Terms.

Force Majeure Event means any event beyond the reasonable control of a party, including natural disasters, pandemics, acts of government, war, terrorism, civil unrest, or failure of utilities or telecommunications.

Good Industry Practice means practices undertaken in a sound and workmanlike manner, with due care and skill, to the standard of an experienced and competent supplier of similar services, and in accordance with all applicable laws.

GST means goods and services tax.

Insolvency Event means any event indicating that a party is, or is likely to become, insolvent or unable to pay its debts as and when they fall due.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world.

Law means legislation (including subordinate legislation), instruments authorised under legislation, any rules or codes of conduct, and common law.

Personnel means a party's directors, officers, employees, agents, contractors and subcontractors as the context permits.

Platform means the website, app or other platform that SignedX (directly or via our Platform Partner) uses in connection with the Services.

Platform Partner means the third-party platform partner that provides SignedX with the underlying identity verification platform infrastructure used to deliver the Services.

Privacy Legislation means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and other applicable privacy laws and codes.

Recipient Terms means SignedX's standard terms and conditions relating to the supply of the Services to Requested Recipients, as set out on the Platform from time to time.

Requested Recipient means the recipient of the Services nominated by the Client.

Service Request means the order submitted by the Client through the Platform for the provision of the Services in relation to the Requested Recipient.

Term means the period commencing on the Client's acceptance of these Terms or the Services and continuing until the Services are provided by SignedX unless terminated earlier.