These Platform Access Terms of Service (“Terms of Service”) apply to You if sign up for Platform Access from SecureCo Pty Ltd (“SecureCo”). By accepting these Terms of Service, you agree to be bound by these Terms of Service and confirm that you are authorised to accept and be bound by these Terms of Service. Throughout these Terms of Service, we refer to “You” as the company you are representing as set out in the Platform Access Sign-Up.
1. SUPPLY OF PLATFORM ACCESS AND SERVICES
1.1. Platform Access
SecureCo agrees to provide Platform Access, and You agree to acquire Platform Access on the terms set out in the Terms of Service and on the terms contained in the Country Specific Provisions. If You are a Partner, You may acquire Platform Access to supply to an End User or End Users as set out in separate Service Orders.
SecureCo agrees to provide Platform Access and Features in the form of Service(s), and You agree to acquire Service(s) as set out in separate Service Orders.
1.3. Variation to the Services
SecureCo may, by giving You thirty (30) days prior written notice, make changes to any Service or add additional Services. If the new Service materially disadvantages You in relation to the terms of supply of the relevant Service to You or an End User, You may terminate the affected part of the Service by giving SecureCo thirty (30) days prior written notice.
3. OBTAINING SERVICES THROUGH PLATFORM ACCESS
In addition to Platform Access, You may acquire one or more additional Service(s) by submitting a Service Order to SecureCo. SecureCo reserves the right to accept or reject a Service selection made by You, in its absolute and sole discretion.
SecureCo will commence supplying each Service on the Platform, and You will be liable to pay the Charges for such Service, from the Service Commencement Date for such Service or as otherwise agreed between the parties.
3.3. Supply standards
3.4. Replacement service
SecureCo may, by giving You thirty(30) days prior notice, replace an existing Service on the Platform with another Service where the Charge for the new Service is not greater than the Charge for the Service being replaced and the functionality of the new Service is overall substantially the same as, or better, than the Service being substituted, as reasonably determined by SecureCo.
3.5. Service Levels
3.6. Services not fault free
3.7. Service disruption
SecureCo may temporarily suspend or restrict any Service, without any liability for doing so:
4.1. General obligations
4.2. Your responsibilities
4.3. Acceptable use
You must comply with the Acceptable Use Policy.
4.4. Regulatory compliance
You acknowledge and agree that:
4.5. Third Party Facilities
4.6. End Users
If the You are a Partner, You must ensure that all End Users of each Service comply with clauses 4.1, 4.2, 4.3, 4.4 and 4.5 of these Terms of Service as if any reference to “You” or "Your" were a reference to each “End User”.
5. ADDITIONAL SUPPORT
5.2. Exclusions to ongoing support
SecureCo has no obligation to You or any End User to rectify any defect or fault in the Platform or any Service caused or contributed to by:
5.3. Scheduled maintenance
Unless stated otherwise in these Terms of Service, SecureCo will endeavour to:
6. CHARGES, INVOICING, PAYMENT
6.2. Additional charges
Without limiting any other provision of these Terms of Service, SecureCo may charge You, and You must pay an additional charge to service, modify, or replace a Service as a result of any defect or failure for which SecureCo is not expressly responsible under these Terms of Service, provided that SecureCo gives notice to You as soon as reasonably practicable after it becomes aware of the cause and seeks Your further written consent before proceeding with the remedial work.
6.3. Calculating and adjusting charges
6.4. Charges exclusive of Taxes
6.5. Invoicing and payment
6.6. Reissuing of invoices
6.7. Disputing invoices
7.1. Warranties as to capacity
Each party represents and warrants to the other that, as at the date of acceptance by You of these Terms of Service:
7.2. Your specific warranties as to capacity
You represent and warrant to SecureCo that, as at the date of Your acceptance of these Terms of Service:
7.3. Warranties about information
You represent and warrant to SecureCo that:
8. LIABILITY AND INDEMNITY
8.1. EXCLUSIONS OF REPRESENTATIONS, GUARANTEES OR WARRANTIES
SUBJECT TO CLAUSE 8.2, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND THE SERVICE/S ARE PROVIDED “AS-IS” AND SECURECO MAKES NO REPRESENTATION NOR GIVES ANY GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, (INCLUDING OF MERCHANTABILITY, ACCEPTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR DISCLOSED RESULT) IN CONNECTION WITH THE PLATFORM OR ANY SERVICE.
8.2. LIABILITY UNDER CONSUMER PROTECTION LAWS NOT EXCLUDED
8.3. EXCLUSIONS AND LIMITATIONS OF LIABILITY
8.4. CONTRIBUTION AND MITIGATION
8.5. YOUR INDEMNITIES
YOU MUST INDEMNIFY, AND KEEP INDEMNIFIED, SECURECO AND ITS EMPLOYEES, AGENTS AND CONTRACTORS FROM AND AGAINST ANY CLAIM BY A THIRD PARTY ARISING FROM THE USE BY YOU, YOUR PERSONNEL, THE END USER, OR THEIR PERSONNEL OF THE PLATFORM AND/OR THE SERVICE/S (INCLUDING ANY CLAIMS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS).
9. CONFIDENTIAL INFORMATION
9.1. Obligation of confidence
Subject to clause 9.2, each party must:
9.2. Permitted disclosure
The rights and obligations of each party pursuant to this clause 9 survive the expiry or termination of these Terms of Service.
9.4. Your data
For the avoidance of doubt, You will retain ownership and Intellectual Property Rights in Your Data, which is also Your Confidential Information.
10. PRIVACY AND PERSONAL INFORMATION
10.1. Collection of data
10.2. Processing of data
You acknowledge that Personal Information will be stored and processed in the Data Location. SecureCo will process Personal Information in order to manage the relationship with You, carry out SecureCo’s core business operations, detect, prevent and investigate security incidents, fraud or any other abuse or misuse of the Services, to perform identity verification, and as otherwise permitted under applicable data protection laws.
10.3. Use of data
You agree that SecureCo may:
10.4. Privacy Law Compliance
Each party must comply with its obligations under the Privacy Law.
10.5. Mandatory Data Breach Notification
All Personal Information which is disclosed by You to SecureCo and is accessed, used or collected by SecureCo in the provision of the Platform and/or the Service(s), will always be subject to compliance with the Privacy Law. SecureCo must:
11. INTELLECTUAL PROPERTY
12. DISPUTE RESOLUTION
12.1. Dispute resolution procedure
12.2. Neither party to commence legal proceedings
12.3. Continuing performance of obligations during dispute
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under these Terms of Service.
13.1. Termination by You
13.2. Termination by SecureCo
13.3. Consequences of termination
14.1. Entire Agreement
These Terms of Service including all Schedules constitute the entire understanding between the parties, and in good faith supersedes all previous agreements, understandings, commitments, representations and warranties, whether written or verbal, in relation to its subject matter.
14.2. Force Majeure
If by reason of a Force Majeure Event, SecureCo is prevented, hindered or delayed in the performance of any of its obligations under these Terms of Service, SecureCo will not be liable to You for not performing, or for the manner of its performance of, such obligation to the extent to which, SecureCo is so prevented, hindered or delayed.
You must not assign any of Your rights or otherwise deal with, or transfer, any of Your obligations under these Terms of Service, without the prior written consent of SecureCo.
14.4. No waiver
No failure or delay on the part of either party in exercising any power or right, and no grant of any indulgence or forbearance by that party, under these Terms of Service will prejudice any of the rights or powers of that party under this Agreement or be construed as a waiver of any warranty or obligation on the part of the other party under these Terms of Service.
No partnership, employment, agency or joint venture relationship is created, evidenced or intended by these Terms of Service.
14.8. Governing law
These Terms of Service and all Schedules are governed by and construed in accordance with the Governing Law. The parties submit to the non-exclusive jurisdiction of the courts of the Governing Law to settle any disputes that may arise out of or in connection with these Terms of Service.
14.9. Updates to Terms of Service
These Terms of Service may be updated by SecureCo from time to time. SecureCo will endeavor to give reasonable notice of any such updates. By continuing to access the Platform and/or order Services, You are bound by the updated Terms of Service.
15. DEFINED TERMS
Acceptable Use Policy means SecureCo’s policy on acceptable use of its Services, which can be found at https://www.secureco.co/trust/acceptable-use-policy and which may be updated by SecureCo from time to time.
Authorised Agency means any governmental, semi-governmental, administrative, fiscal, statutory, judicial or quasi-judicial body, department, commission, authority, tribunal, agency, regulator, industry body or entity having operation or jurisdiction over a party to these Terms of Service.
Business Day has the meaning it has in the Country Specific Provisions.
Cardholder Data means data associated with a person’s credit or debit card including the primary account number, cardholder name, expiration date or service code.
Charges means any charges or fees (which, except where otherwise stated, are exclusive of any Taxes or withholdings) applicable to any Service.
Confidential Information of a party, means all information in whatever form (including verbal information, or information recorded on paper or by electronic means) relating to that party which that party indicates, or which by its nature, is confidential but excludes information which:
Consequential Loss means:
Country Specific Provisions are set out at https://www.secureco.co/legal/region-specific-terms.
Data Breach means any failure, act or omission (whether accidental or otherwise and no matter by who committed) which has caused, or has the potential to cause, any unauthorised access to, or disclosure or loss of any Personal Information.
Data Location means the data location specified in the Country Specific Provisions.
Default Rate has the meaning it has in the Country Specific Provisions, provided that under no circumstances will the Default Rate exceed the maximum rate permitted by any applicable laws, in which case it will be capped at the permitted maximum rate.
End User means, where You as a Partner (as identified in your Platform Access sign-up), any person who acquires the Service(s) (or part thereof) from You and uses those Service(s) (with or without the Your authorisation).
Escalation Representative means;
in each case, as may be replaced by that party under clause 14.6.
Features means a core function or capability provided by SecureCo’s intelligent voice platform beyond Platform Access as specified in a Service Order.
Force Majeure Event means a circumstance beyond SecureCo’s reasonable control, including acts or omissions of third party network operators or service providers, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes or lockouts.
Governing Law has the meaning it has in the Country Specific Provisions.
Insolvency Event in relation to a person, means the happening of any one or more of the following events:
Intellectual Property Rights means all industrial and intellectual property rights of any kind which may subsist anywhere in the world, including:
Loss includes all loss, damage or liability (including liability to a third party) of any kind.
Mediation Rules has the meaning given to such term in Country Specific Provisions.
Non-excludable Conditions or Liabilities has the meaning given to such term in clause 8.2(a).
Notifiable Data Breach means any Data Breach which, by or under the Privacy Law, is required to be notified to any privacy regulatory authority and/or any affected individuals.
Notification means both (i) the act of notifying any Notifiable Data Breach (or Data Breach if such is to be voluntarily notified) to any privacy regulatory authority and/or any affected individuals and (ii) the form and content of such notice.
PCI-DSS means the Payment Card Industry Data Security Standard and any guidelines issued by the PCI Security Standards Council.
Partner means a party that acquires Services from SecureCo to provide to End User/s, as indicated in Your Platform Access Sign-up.
Personal Information means information or an opinion about a person from which the person’s identity is apparent or can reasonably be ascertained.
Personnel means, in respect of a party, the employees, agents and contractors of the party and includes, if You as a Partner, the End Users of the Platform and/or the Service(s).
Platform means SecureCo’s Intelligent Voice Platform that is accessed by You pursuant to these Terms of Service and which SecureCo agrees to supply to You under these Terms of Service.
Platform Access means the ability to utilise the Platform.
Platform Access Sign-Up means the process whereby You apply for Platform Access by completing a sign-up form on SecureCo’s website and provide certain information to SecureCo.
Privacy Law has the meaning given to it in Country Specific Provisions.
Product Description means the written description of a particular Service or Feature, which can be found online at https://www.secureco.co/legal/productdescriptions, which may be updated by SecureCo from time to time.
in each case as may be replace by that party under clause 14.6.
Service means an individual service acquired by You from SecureCo and where You are a Partner, where the service is supplied to an End User, and as specified in the applicable Service Order.
Service Commencement Date means the date on which SecureCo delivers a Service ready for use by You as confirmed in writing by SecureCo issuing a Service Commencement Notice.
Service Commencement Notice means a notice issued by SecureCo to You setting out the Service Commencement Date.
Service Level Agreement is set out at https://www.secureco.co/trust/service-level-agreement, which may updated by SecureCo from time to time.
Service Levels means the service levels as set out in the Service Level Agreement.
Service Minimum Term means the minimum term for the Service, identified in the applicable Service Order.
Service Order means a service order in the form approved by SecureCo entered into between You and SecureCo for the order of a Service by You, including an application for a Service through the Platform.
Service Rebates means the compensation applicable when a Service Level commitment is not met.
Service Support Framework means the service support framework that applies to SecureCo and You in respect of the provision of the Platform and the Service/s, as set out at https://www.secureco.co/trust/service-support-framework, which may be updated by SecureCo from time to time.
Supplier means any third party that SecureCo acquires products or services from in order to provide the Platform and/or any Service/s under these Terms of Service.
Tax means any tax, rate, levy, impost or duty (other than a tax on the net overall income or capital gains of any person) and any interest, penalty, fine or expense relating to any of them.
Tax Provisions has the meaning it has in the Country Specific Provisions.
Terms of Service means these terms of service that contains the terms and conditions which apply to You and SecureCo for Platform Access provided by SecureCo and Service(s) acquired by You from SecureCo.
Third Party Facilities means systems, networks, infrastructure and services provided by a third party (whether or not that third party has an agreement or understanding with You); and Your systems, networks and infrastructure.
Your Data means all data, information, text,drawings or other materials embodied in any electronic or tangible medium,including data about or relating to Your business and which:
In these Terms of Service, unless the context suggests otherwise requires: