Terms and Conditions
LABform – Terms and Conditions
This document sets out the terms & conditions (Terms) that apply to your use of our service called LABform (Product). When we say we, us, our etc., we mean LAB Group Services Pty Ltd ACN 168 489 414. When we say you, your etc. we mean the user of the Product or their representatives, agents or principals. The commercial terms of your use of the Product are set out in the order form or proposal documents you have been sent by us (Order). All documents constituting the Order are deemed a part of this document (together, Agreement) and their content is subject to the terms and conditions of this document.
The Product: The Product is an online customer account opening and management and electronic identity verification platform to assist with your customer onboarding and engagement. Subject to the timely payment of all fees (which are set out in the Order and any third party agreements you enter into in connection with the Product), we will allow you to access the latest stable version of the Product via the internet and to provide all the services you have purchased from us, as set out in the Order.
Term: This Agreement commences on the date that you accept our Order and continues for the Order Term set out in the Order. At the end of the Order Term, this Agreement will automatically renew for the Further Order Term(s), unless and until either party cancels this Agreement in accordance with its terms.
AML/CTF acknowledgment: You acknowledge and agree that whilst we will provide the Product to you to facilitate origination, processing and completion of your customer applications, you remain solely responsible for your account opening process, including ensuring compliance with all applicable laws, rules, policies, regulations and the like that you are subject to (including without limitation in relation to privacy, data, anti-money laundering and counter-terrorism financing). We are not responsible for and have no obligation to you in relation to compliance with your internal policies and procedures, and your other contractual or legal obligations.
Using LABform: You must not: infringe any laws, regulations, rules or codes of conduct that you are subject to nor infringe any third party rights or any of our policies which we tell you about; use our Product if you are not able to form legally binding contracts, or are suspended from using our Product; interfere with other users’ accounts; circumvent or manipulate our fee structure, the billing process, or fees owed to us; transfer your account and login information to another party without our consent; distribute viruses or any other technologies that may harm the Product, or the interests or property of us or our users, or; copy, modify or distribute rights or content from our Product or our copyrights and trademarks.
Fees: You must pay us the fees set out in and in accordance with the Order. We may change or increase our fees at any time (acting reasonably) by 30 days’ notice in writing to you. If you do not cancel your account within the notice period, then you will be deemed to accept the new fees as set out in the notice. If we do not receive a payment from you when it is due, we may (in our complete discretion) suspend or terminate your ability to use the Product.
Aggregators: Sometimes, organisations (Aggregators) with an aggregated customer base (Cluster) for our Product will ask us to provide the Product to that Cluster. When that happens, the Aggregator is the agent for each member of the Cluster and contracts as such. Each member of the Cluster (including the Aggregator) is bound by this Agreement as if it was a user of the Product directly. The Aggregator agrees to ensure that each member of the Cluster uses the Product on the basis of the terms and conditions set out in these Terms and the Aggregator is liable to us for any breach of the Terms by a Cluster member who is using the Product and indemnifies us and will hold us harmless against any loss or claim we suffer due to a claim from a member of the Cluster. The Aggregator is liable to us for any fees or charges agreed with us in relation to creating the Cluster channel of the Product and any ongoing fees for services rendered to it by us. The Aggregator is also responsible for ensuring that all members of the Cluster enter into all required third party contracts to enable us to provide the Product the Cluster.
Product changes & limitations: We may, from time to time, change, add or delete functions, features, service levels, performance or other characteristics of the Product and correct errors or upgrade the Product. Provided that the functionality or availability of the Product does not materially decrease, we are not liable to you for any such change we make. We do not guarantee that any change, addition, deletion, correction, patch or new version will be compatible with any other application, software or interface that connects to or interfaces with the Product. We will provide reasonable assistance but reserve the right to refuse to provide help in our sole discretion should we feel you are being unreasonable in your requests. You acknowledge that the internet and your telecoms network is out of our control.
Access and Use: You will only access the Product through a web browser and you acknowledge you are responsible for the provision of internet access, web browsing software and ensuring your computer systems meet minimum requirements in order to use the Product. You promise to pay for all aspects of the Product you choose to purchase, at the prevailing rates set out in the Order. You also promise to generally co-operate with us in connection with the Product and follow all reasonable instructions from us. You will use your best endeavours to prevent viruses or other harmful or malicious code being present in the data that you give us or affecting the Product. You will ensure all information you provide is accurate when provided and remains up to date. You warrant to us that you have all required consents and authorities to use the Product in the way you do. You must not breach the terms of this Agreement, break the law or breach any other person’s rights in connection with your use of the Product. If you do so we may suspend or cancel your account without notice or provision of reason, in our sole discretion, and we are under no obligation to re-instate anything suspended or deleted or allow you to create a new account. This is to ensure we can protect the whole community of users. You will include as a part of the terms and conditions your customers agree with you when opening an account with you via the Product our data handling and processing terms which you will find in the Order.
Intellectual property: We do not make any claims to any intellectual property in or connected with the data or information you provide us in connection with this Agreement and your use of the Product. You consent to our storage, use and modification of your intellectual property for the purposes of: providing the Product to you, conducting research or analytics, undertaking sales and marketing activities or developing consumer insights. We promise not to do anything else with your intellectual property and will, where practicable, anonymise and/or aggregate any of your data or information that we use for purposes other than providing the Product to you. We own (or hold relevant licences to) all other intellectual property connected with the Product and our supply of it to you including all intellectual property developed by us in the course of your use of the Product.
Third party providers: Some aspects of the Product are provided by third parties. You consent to us using third party providers. We will use cloud computing services and software as a service in connection with the Product. We are not liable to you for anything any third party supplier to us does, or fails to do, which may impact your use of the Product. You agree not to pursue or make any claim against any of our third party suppliers in connection with the Product. You consent to our use of third parties in supplying the Product to you and to the use of the information and data those third parties create in the course of providing services to us connected with the Product.
In particular you acknowledge that the Product requires the use of third party electronic verification service providers (EVP) and that each EVP has terms (EVP Terms) of use that you are agreeing to with the relevant EVP in addition to this Agreement. All relevant EVP Terms connected to your use of the Product will either be set out in the Order (where we deliver the EVP services to you as a distributor) or in separate documents you enter into directly with the EVP (where we deliver the EVP services to you as a reseller). You promise to comply with all of the EVP Terms and indemnify us against any loss, cost, damage and the like which we suffer pursuant to your breach of any EVP Terms. Where we no longer have required rights to deliver EVP services to you via the Product (or you no longer have rights to receive the EVP services) we may cancel your use of the Product immediately and without any liability to you.
Cancellation: Without limiting other remedies, we may limit, suspend or terminate our services and prohibit your access to the Product and take technical and legal steps to stop you using the Product if we think that you have breached any part of this Agreement, are creating problems or possible legal liabilities for us, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue our services. If we do any of these things, we are not liable to you in any way. You may cancel your account and terminate this Agreement at any time by providing us with at least 30 days’ notice in writing. Your cancellation will take effect from the end of your then-current Order Term or Further Order Term (as applicable). For the avoidance of doubt, you will not be entitled to any refund as a result of early cancellation.
Disclaimers: We make no promise or warranty to you that the Product will meet any of your requirements, be error or defect free nor free from bugs, nor that it is impenetrable to malicious third party attacks. We do not warrant or guarantee that any particular result or outcome can or will be achieved through use of the Product. You have not relied on any representation made or implied by us or arising out of or implied by our conduct. To the extent that we have made or implied, or by conduct given rise to or implied, any representation that is not expressly stated in this Agreement, you are not proceeding in reliance on the representation. We make no promise, representation or otherwise in relation to any benefit you may obtain by using the Product and we guarantee in no way any increased sales, savings, transactions, revenue, goodwill or profit or any other benefit that may flow from you using the Product.
Liability: To the extent permitted by law, we are not liable to you for any consequential, indirect, special, punitive, remote or incidental damages or for any loss of profit, loss of data, loss of goodwill, loss of business, loss of opportunity, increased financing costs, or any failure to realise anticipated savings or any type of commercial or economic loss. All services supplied to you by us may come with guarantees, warranties, conditions or terms that cannot be excluded by law (Implied Rights). In relation to any service you purchase, we limit our liability in connection with Implied Rights to (when the problem is minor) at our option providing the services again or a refund of amounts you have paid for the affected service, and when there is a major failure, you can cancel the services and get a refund, or get compensation for the difference in value between what you got and what you paid. Nothing in this Agreement excludes, restricts or modifies any condition, guarantee, warranty, right or liability protected by law to the extent that such exclusion, restriction or modification would render this Agreement or any provision of this Agreement void, illegal or unenforceable. To the extent permitted by law, our liability to you in connection with this Agreement will not exceed an amount equal to the annual fees paid under the applicable Order from which the liability arose. In the event that the liability arose prior to the 12-month term having been reached, the our liability shall be capped at the annual fees which are reasonably expected to be paid under the applicable Order from which the liability arose. Our liability to you for loss or damage of any kind arising out of this Agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise. You indemnify us and will hold us harmless against any loss or claim we suffer due to your use of the Product.
General: If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect. In our sole discretion, we may assign, subcontract or otherwise deal our rights and obligations under this Agreement without your prior consent. Headings are for reference purposes only and do not form part of this Agreement. Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches. We may amend this Agreement at any time by posting the amended terms on a relevant site of ours or directly to the email address linked to your account. Except as stated elsewhere, all amended terms will automatically be effective as soon as you continue to use our services. If you do not accept the changes you should close your account in accordance with this Agreement. This Agreement contains the entire understanding and agreement between you and us in connection with the Product. We shall have no liability to you if we are prevented from, or delayed in, performing any service or delivering the Product to you by acts, events, omissions or accidents beyond our reasonable control. All sections which by their nature are intended to survive termination of this Agreement will be deemed to survive. This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which you are entitled in connection with Implied Rights arise independently of these terms and conditions and the jurisdictional selection provision above does not apply to any claim you may have under those Implied Rights.
© 2020 – LAB Group Services Pty Ltd