Get Terms & Conditions
- Who is this Agreement between?
This Agreement is between Safe Work Resources Pty Ltd (ACN 128 488 488) trading as Video Verification iVerify (“Safe Work Resources”) of PO Box 2040, Bendigo, Victoria 3554, Fax No: 1300544273 and the Licensee of the iVerify Application.
- What is the Agreement about?
- Safe Work Resources is the owner of the Intellectual Property Rights in the iVerify Application.
- Safe Work Resources has agreed to grant a Licence of the iVerify Application to the Licensee and the Licensee has agreed to accept the Licence on the terms and conditions set out in this Agreement.
- By paying the applicable fee and/or using the iVerify Application, the Licensee is deemed to have accepted the terms and conditions of this Agreement and the Licence.
- How long does this Agreement last for?
This is a non-exclusive Licence Agreement commencing from delivery of or accessibility to the iVerify Application being provided to the Licensee and in perpetuity thereafter unless terminated earlier in accordance with the terms of this Agreement (the “Term”).
- What are the obligations of Safe Work Resources?
- Subject to the Licensee paying all the applicable fees, Safe Work Resources hereby grants to the Licensee the Licence for the Term.
- The Licence is subject to strict compliance with the Agreement.
- What are the Licensee’s rights and obligations?
- The Licensee will strictly comply with the terms of the Licence and with the terms of this Agreement.
- The Licensee will:
- read all the information and documentation that accompanies the iVerify Application;
- comply with any reasonable directions and instructions of Safe Work Resources in relation to the iVerify Application and the general subject matter of this Agreement;
- act at all times to protect the value in the Intellectual Property Rights in the iVerify Application.
- Safe Work Resources permits the Licensee to:
- utilise the iVerify Application as a training program for the purposes of supporting training of Candidates being delivered by an Authorised User on behalf of the Licensee;
- at its sole risk and discretion, edit, add, change and update any materials provided by Safe Work Resources excluding Government or other documents and resources not created by Safe Work Resources but which may form part of the training material package;
- transfer information and images into other formats as required, strictly for the purposes of delivering training but not for advertising or marketing purposes;
- transfer documents and files including emails and downloadable files contained within the training material package, only for the purposes of supporting a training program being delivered by the Licensee.
- The Licensee agrees and acknowledges that:
- Safe Work Resources is not responsible for any user error or for any additions or changes made to a training program by the Licensee;
- the Licensee is able to include additional tasks that supplement tasks in the iVerify Application however, the base or core tasks forming the minimum competencies required of the Candidate must not be altered so as to lower the minimum standards and/or compromise Occupational Health and Safety requirements;
- the VOC is a guidance tool to assist in the testing of the competence of Candidates in respect of specified Tasks and is dependent upon its proper use by the Company and the Authorised User;
- Safe Work Resources takes no responsibility for any act, omission or use of the VOC by the Company or the Authorised User contrary to these terms and conditions;
- Safe Work Resources is not liable for any misuse, negligence, inaccuracy, dishonesty, errors or misjudgement on the Authorised User’s part in assessing Candidates’ competency nor any consequences that may flow from such conduct, including awarding or causing to award competency where Candidates are not competent or they have not duly completed all the tasks contained in the Competency Verification Report (being the report generated by the VOC);
- Safe Work Resources takes no responsibility in respect of the filming of the Candidates performing tasks and the storage of the footage on the VOC;
- Safe Work Resources is not responsible for the storage or management of data, including images of a Candidate undertaking tasks for the purpose of being assessed in particular skill sets.
- The Licensee will not:
- use the iVerify Application for any purpose other than for the purposes set out in this Agreement;
- receive payment from the use of the iVerify Application from another company or person;
- provide to another training organization, assessor or other person the iVerify Application or other materials and software purchased from Safe Work Resources;
- merge all or any part of the iVerify Application with any other program, software or documentation;
- repackage, distribute, rent, lease, sell, charge, sub-lease, assign, transfer or otherwise deal with the iVerify Application;
- otherwise than as permitted under this Agreement, permit, allow or enable a third party to install and/or use the iVerify Application and/or carry out any of the acts specified in clause 5.5;
- copy, publish, disclose or cause or permit to be copied, published or disclosed the Confidential Information or the Intellectual Property Rights in the iVerify Application;
- be a party whether directly or indirectly to the doing of any act, matter, omission or thing whereby the goodwill of Safe Work Resources and/or the iVerify Application may be prejudicially affected in any manner whatsoever; or
- make any representations in respect of the iVerify Application which are misleading or deceptive or likely to mislead or deceive third parties.
- What fees are payable under this Agreement?
- The Licensee will pay to Safe Work Resources the applicable fee at the rate and in the manner specified by Safe Work Resources.
- Any GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (as amended)) payable on any of these fees will be added to the amounts payable by the Licensee to Safe Work Resources.
- Safe Work Resources limits its liability:
- Subject to clause
- Safe Work Resources’ liability to the Licensee in contract, tort, statute or in any other way for any damage or loss of any kind whatsoever including, without limitation, any liability for direct, indirect, special or consequential loss or damage such as damage or loss of business reputation, future reputation, publicity, goodwill, revenue, profit, production, opportunity, damage to credit rating and any similar loss or damage:
is hereby excluded.
- sustained by the Licensee, its officers, employees, agents, contractors, clients, customers, and/or any other person;
- any costs, charges, fines, prosecutions or expenses incurred by the Licensee, its officers, employees, agents and/or contractors, clients or customers;
- resulting from the training, testing or verification of a Candidate’s competence; or
- resulting from the use of a forklift or other equipment by an Candidate, an Authorised User or the Licensee;
arising from or in connection with:
- the use of the iVerify Applications; or
- any act or omission or failure of Safe Work Resources, its officers, employees, agents and/or independent contractors;
- To the extent permitted by law, all express or implied warranties in respect of the iVerify Application are hereby excluded. In the event that any statute implies terms into this Agreement which cannot be excluded, such terms will apply to this Agreement, but only to the minimum extent required by law. The liability of Safe Work Resources for breach of any such implied term will be limited, at the option of Safe Work Resources, to any one or more of the following:
- if the breach relates to goods or materials, including the iVerify Application:
- the replacement of such goods or materials or the supply of equivalent goods or materials;
- the repair of such goods or materials;
- the payment of the reasonable cost of replacing such goods or materials or acquiring equivalent goods or materials; or
- the payment of the reasonable cost of having the goods or materials repaired; and
- if the breach relates to services:
- supplying those services again; or
- the payment of the reasonable cost of having the services supplied again.
- Protection of Intellectual Property Rights:
- The Licensee acknowledges and agrees that:
- the Intellectual Property Rights and other proprietary rights in the iVerify Application are owned exclusively by the Safe Work Resources; and
- the Licensee has no right, title or interest in the iVerify Application other than the rights as a licensee under this Agreement;
- If the Licensee learns that a third party is infringing the Intellectual Property Rights in the iVerify Application, it will promptly notify Safe Work Resources in writing.
- What indemnities are required by the Licensee?
- The Licensee agrees to indemnify Safe Work Resources and keep Safe Work Resources indemnified against any loss, damage, costs, expenses, demands or liability:
except to the extent that such loss, damage, costs, expenses, demands or liability are directly caused by Safe Work Resources.
- which Safe Work Resources pays, suffers, incurs or is liable for; or
- for any claim or claims by a third party or parties;
as a result of or arising from, whether directly or indirectly:
- the use of the iVerify Application;
- the use of forklifts or other equipment of the Licensee;
- a breach by the Licensee of any of its obligations under this Agreement; or
- any wilful, unlawful or negligent act or omission of the Licensee;
- The Licensee must not compete with Safe Work Resources
- The Licensee will not:
- engage in any of the following conduct:
- develop any program, software or application that is identical or substantially identical or deceptively similar to the iVerify Application (in any respect) and/or that will directly compete with the iVerify Application;
- approach any customers or clients of Safe Work Resources to provide products or services to such persons that directly compete with the iVerify Application;
- counsel, procure or otherwise assist any person to do any of the acts referred to in clause 10.1(a)(i) and/or clause 10.1(a)(ii);
- for any of the following periods:
- for the Term;
- for the period of one year after the end of the Term
- for the period of two years after the end of the Term;
- for the period of three years after the end of the Term;
- in any of the following capacities:
- on the Licensee’s own account;
- jointly with or on behalf of any person, organisation or company; or
- as a consultant, contractor, agent, employee, manager, director, shareholder, member, partner, joint venturer participant, or in any other capacity.
- Each paragraph of clause 10.1 shall be read and construed and shall have effect as if it were a separate independent clause with each such paragraph being severable from the others to the extent that any such paragraph shall be invalid or unenforceable for any reason. If a prohibition or restriction contained in clause 10.1 is void or voidable by either party or unenforceable or illegal, but would not be void or voidable or unenforceable or illegal as aforesaid if it were read down, and it is capable of being read down, it shall be read down accordingly, and if notwithstanding the foregoing, a prohibition or restriction contained in clause 10.1 is still void or voidable or unenforceable or illegal:
then the remainder of this clause has full force and effect.
- if the prohibition or restriction would not be void or voidable or unenforceable or illegal as aforesaid if a word or those words (as the case may be) were omitted, that word or those words are hereby severed; and
- in any other case, the whole of the prohibition or restriction is hereby severed;
- The Licensee warrants that it understands the provisions of this clause 10 and the Licensee considers such provisions to go no further than reasonably necessary to protect the Intellectual Property Rights in the iVerify Application and the goodwill of Safe Work Resources.
- How does this Agreement end?
- Safe Work Resources may terminate this Agreement by notice in writing to the Licensee where the Licensee breaches or fails to observe any of the terms and conditions contained in this Agreement and does not rectify such breach or non-observance within 5 days after receipt of the notice specifying such breach or non-observance and requiring rectification thereof.
- Upon termination or expiration of this Agreement the Licence granted under this Agreement immediately ceases and the Licensee must immediately cease using the iVerify Application in any manner whatsoever;
- Clauses 5.4(d) to (h), 5.5, 7, 8, 9, 10, 11.3, 11.4 and 12.2 will survive the termination or expiration of this Agreement.
- Termination of this Agreement does not release either Party from any liability or obligation which has accrued prior to such termination which remains to be performed under the terms of this Agreement or release either Party from any obligation which is intended to survive termination of this Agreement.
- Miscellaneous clauses:
- Any notice, demand or other communication to be given or required to be made pursuant to this Agreement is to be in writing and is to be given by post, facsimile or hand to a Party at the Party’s address or facsimile number as set out in this Agreement or the accompanying tax invoice at such other address or facsimile number as is notified in writing by one Party to the other Party.
- This Agreement is governed by and construed in accordance with the laws in the State of Victoria, Australia and the Parties irrevocably submit to the exclusive jurisdiction of the courts of or in that State and courts of appeal therefrom.
- No right under this Agreement will be deemed to be waived except by notice in writing signed by each Party. A waiver made by Safe Work Resources pursuant to this clause will not prejudice its rights in respect of any subsequent breach of the Agreement by the Licensee and any failure by Safe Work Resources to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by Safe Work Resources to the Licensee, will not be construed as a waiver of Safe Work Resources’ rights under this Agreement.
- If any provision of this Agreement is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed from this Agreement.
- No part of this Agreement may be amended or modified unless reduced to writing, making specific reference to this Agreement and signed by the Parties or their authorised representatives.
- This Agreement sets out the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings and representations.
- Nothing in this Agreement constitutes either Party a partner, agent, employee or representative of the other Party or creates any trust, association or partnership at law or for any purpose whatsoever nor do the Parties intend that their activities under this Agreement constitute a business, financial operation or venture.
- The Licensee does not have the right to assign or sublicence in whole or in part its rights or obligations under this Agreement.
- Safe Work Resources may assign or novate its rights, interests or obligations in or under this Agreement by notice in writing to the Licensee.
- In this Agreement unless the subject or context otherwise requires:-
- “Authorised User” means assessors engaged by the Licensee to conduct training and assessments in respect of a Candidate’s competency in particular skill sets;
- “Candidates” means employees or contractors or prospective employees or contractors of the Licensee who will undertake tasks to achieve competency in particular skill sets;
- “Confidential Information” means, in relation to Safe Work Resources, all trade secrets, ideas, concepts, know how, knowledge and any other information whether in writing or otherwise, relating to the iVerify Application or any of Safe Work Resources’ other products, services, systems, affairs, businesses or strategies whether owned by, licensed to, or otherwise in possession or control of the Safe Work Resources, which are disclosed to the Licensee or otherwise obtained by the Licensee, its employees, agents, or contractors under, in contemplation of, or in connection with this Agreement, but excluding any information which is or becomes generally and readily available in the public domain other than as a result of a breach of this Agreement or a breach of confidence;
- “Intellectual Property Rights” means all rights whatsoever in present and future copyright (including moral rights), registered and unregistered trade marks, designs and patents, semi-conductor or circuit layout rights, rights in Confidential Information and all other rights resulting from intellectual activity in the electronic, industrial, scientific, literary or artistic fields, including all rights conferred under statute, common law or equity in relation to the foregoing;
- “iVerify Application” means the training and assessment program consisting of tasks that is used by an Authorised User to assess and verify whether or not Candidates are competent in relation to a particular skill set such as driving a forklift. It includes all documentation, manuals, documents and procedures associated with the application, whether in disc or other delivery format or in any other format or medium whatsoever, and includes the logos, trade marks and branding associated with the application;
- “Licence” means a non-exclusive, non transferable, revocable licence to use the iVerify Application in accordance with this Agreement;
- “Party” means Safe Work Resources (as licensor) and/or the Licensee as the context dictates;
- words importing the singular include the plural and vice versa and words importing one gender include the other genders and references to persons include corporations and vice versa;
- a reference to any party or other person includes that person’s successors and permitted assigns;
- a reference to a recital, clause or schedule is a reference to a recital, clause or schedule of this Agreement, and the recitals and the schedule form part of this Agreement;
- a reference to a person includes a natural person, company, corporation, partnership, trust, estate, joint venture, sole proprietorship, government (including branches or subdivisions thereof), governmental or municipal agency, association, co-operative and any other entity or person whatsoever;
- where a party comprises two or more persons any agreement or obligation to be performed or observed by that party binds those persons jointly and each of them severally, and a reference to that party is deemed to include a reference to any one or more of those persons;
- a reference to $ means Australian currency.