Terms & Conditions

Agreed Terms

1. Background

1.1 Risk Pass is a software application based on a QR code to manage property check-ins and to provide related services.

1.2 These terms and conditions govern the supply of the QR code based application to the Customer. By using Risk Pass, the Customer agrees to be bound by these terms and conditions.

2. Term

2.1 These terms and conditions are binding on the Customer from the Commencement Date and continue until terminated in accordance with clause 7.

3. Services Description

3.1 The Supplier will provide the Customer the Services set out in the Schedule.

3.2 Risk Pass is provided to the Customer on an "as is" and "as available" basis. The Supplier does not make any representations or warranties, express or implied, with respect to Risk Pass, including but not limited to, warranties of merchantability or fitness for a particular purpose.

4. Payment

4.1 The Customer will pay the Supplier the fee for Risk Pass as set out in the Fee Schedule.

4.2 The Supplier will issue the Customer a tax invoice for the fee which will be payable in accordance with the Payment Terms set out in the Schedule.

4.3 The parties agree that:

(a) if any payment is consideration for a Taxable Supply for which The Supplier is liable to GST, the recipient must pay the GST Amount to the Supplier, concurrently with the relevant payment unless otherwise agreed in writing;

(b) any reference to a cost or expense in this Agreement excludes any amount of GST forming part of the cost or expense when the relevant party incurring the cost or expense can claim an Input Tax Credit; and

(c) the fee for Risk Pass is exclusive of all taxes, levies or duties, which the Customer shall be responsible for paying.

5. Confidentiality

5.1 The Customer will keep confidential these terms and conditions and will not disclose the terms and conditions and the Fee Schedule to anyone with the Supplier’s express written consent.

5.2 The Customer must use Risk Pass only for its intended business purposes and must not use Risk Pass for any commercial exploitation.

6. Limitation of Liability

6.1 Subject to clauses 6.3 and 6.4, any liability of the Supplier for any loss or damage, however caused (including by the negligence of the Supplier), suffered by the Customer in connection with Risk Pass is limited to the fees paid by the Customer under this agreement in the 12 months before the Customer first suffered loss or damage in connection with this agreement.

6.2 The limitation set out in clause 6.1 is an aggregate limit for all claims, whenever made.

6.3 Subject to clause 6.4, the Supplier is not liable for any consequential loss however caused (including by the negligence of the Supplier), suffered or incurred by the Customer in connection with this agreement.

6.4 If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by the Supplier in connection with this agreement, and the Supplier’s liability for failing to comply with that guarantee cannot be excluded but may be limited, clauses 6.1 and 6.3 do not apply to that liability. Instead, the Supplier’s liability for that failure is limited to (at the Supplier’s election), in the case of a supply of goods, the Supplier replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, the Supplier supplying the services again or paying the cost of having the services supplied again.

7. Intellectual property

7.1 The Customer acknowledges and agrees that all Risk Pass IP is vested in the Supplier and is the Supplier’s property as and when created and the Customer hereby assigns all rights, title and interest in and to the Risk Pass IP to the Supplier.

7.2 The Supplier grants to the Customer a non-exclusive, non-transferable, revocable and royalty free licence to use the Supplier’s IP and Risk Pass IP for the sole purpose of using Risk Pass.

7.3 The Customer must not disclose, reproduce or otherwise deal with the Risk Pass IP or the Supplier’s IP, or allow any other person to do the same, for any purpose.

7.4 The Customer agrees to:

(a) not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Risk Pass;

(b) notify the Supplier as soon as it becomes aware of any suspected, threatened or actual infringement of any Intellectual Property Rights in the Supplier’s IP;

(c) provide all assistance the Supplier may request to protect the Intellectual Property Rights in the Risk Pass IP or the Supplier’s IP; and

(d) provide all assistance in defending or prosecuting (as the case may be) any such infringement.

7.5 The Customer's obligations set out in this clause 7 survive the suspension, termination, expiry or completion of this agreement.

7.6 Intellectual Property Rights means all copyright and analogous rights, all rights in relation to inventions (including patent rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets), know-how, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.

7.7 Risk Pass IP means all Intellectual Property Rights (present or future) created, discovered or coming into existence as a result of, for the purpose of, or in connection with, the provision of any goods and/or services under this agreement.

7.8 Supplier’s IP means the Supplier’s Intellectual Property Rights which:

(a) are in existence at the Commencement Date; or

(b) come into existence after the Commencement Date otherwise than in connection with this agreement,

which the Supplier makes available, contributes, brings to, or uses in connection with this agreement.

8. Termination

8.1 The Supplier may terminate these terms and conditions at any time, without prior notice, if the Customer breaches any of its obligations under these terms and conditions or fails to pay within the time specified by the Payment Terms.

8.2 The Customer may terminate this agreement by giving the Supplier 30 days written notice.

8.3 Upon termination, the Customer will immediately cease all use of Risk Pass and must return to the Supplier or destroy any property displaying the Risk Pass QR code.

9. Governing Law

9.1 The laws of Queensland apply to this Agreement.

9.2 The parties submit to the non-exclusive jurisdiction of Queensland courts.

10. General

10.1 These terms and conditions constitute the entire agreement between the parties and supersede all prior negotiations, understandings and agreements between the parties.

10.2 The Customer acknowledges that it has not relied on any representation made by the Supplier which is not set out in these terms and conditions.

10.3 If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.4 The Supplier may modify these terms and conditions at any time and without prior notice to the Customer.

10.5 The Supplier may subcontract the performance of all or any part of the Supplier’s obligations under this agreement.

11. Contact Information

11.1 For any questions or concerns regarding these terms and conditions or Risk Pass, the Customer may contact the Supplier at the following:

Email: safe@riskpass.au

Telephone: 0429 102 578