Platform Access Terms of Service

1. These Terms of Service shall apply on and from the date you accept these Terms of Service and shall continue while Services are being provided by SecureCo and until terminated by either party in accordance with these Terms of Service.
2. The Service(s) acquired through the Platform shall apply on and from the Service Commencement Date. It shall continue for the Service Minimum Term, unless and until terminated by either party in accordance with these Terms of Service.

SecureCo will supply each Service:

1. with reasonable care and skill; and
2. in accordance with all applicable laws and regulations directly related to its supply of the Service to You.

1. SecureCo will supply the Services in accordance with the Service Level Agreement. SecureCo’s liability to You for a failure to meet these Service Levels is set out in the Service Level Agreement.
2. The Service Level Agreement sets out the sole remedy available to You for any failure by SecureCo to meet the Service Levels.

SecureCo:

1. does not represent, warrant or guarantee that any Service will be free of interruptions, delays, faults or errors; and
2. except as expressly provided in these Terms of Service, is not liable (whether in contract, tort (including negligence), statute or otherwise) to You or any other third party for any interruptions, delays, faults or errors in connection with the supply of a Service (in part or in full) for any reason whatsoever.

1. if SecureCo believes it is necessary to do so to comply with any law, regulation, order or direction of any Authorised Agency;
2. if SecureCo believes it is necessary to do so to ensure the Service complies with the PCI-DSS;
3. to protect any person or attend to any emergency;
4. during any scheduled maintenance;
5. if You breach the terms of any applicable Acceptable Use Policy;
6. if the Service is used in an excessive way (though SecureCo is not obliged to suspend or restrict any Service in those circumstances and You remain liable to pay for any Charges incurred for any excessive usage); or
7. if You are in material breach of this Agreement (including for non payment of invoices) and You fail to comply with a written notice requiring You to remedy such breach by the date specified in that notice.

1. You must:
   1. ensure that You have continuous access to the Platform whilst engaging in the Service(s);
   2. ensure that for each Service, You meet, and continue to meet all pre-requisites or conditions for the supply of the Service;
   3. use each Service for its intended purpose;
   4. co-operate with, and take all reasonable actions requested by SecureCo, to allow SecureCo to provide each Service;
   5. provide SecureCo with all information in Your possession, custody or control that SecureCo reasonably requires to perform each Service on the Platform and ensure that all information You give to SecureCo is correct, current and complete;
   6. comply with all applicable laws, regulations, codes and standards (including without limitation the PCI-DSS and any technical standards of an Authorised Agency);
   7. comply with SecureCo’s reasonable directions in relation to the use of each Service;
   8. comply with all documentation, user manuals and specifications provided by SecureCo in respect of each Service;
   9. immediately report to SecureCo, in writing, any unauthorised use of a Service.
2. You must not:
1. unreasonably delay any action, approval, direction, determination or decision which is required of You under these Terms of Service;
2. engage in, procure, assist or allow any of Your Personnel or any other person to engage in, any fraudulent or unauthorised use of any Service. You must immediately report any such use to SecureCo as soon as You become aware of such use;
3. interfere with, or procure, assist or allow any of Your Personnel or any other person to interfere with, the reasonable use of any Service by any of SecureCo’s other customers;
4. use the Service in any manner which could cause SecureCo or any third party to violate a law, regulation or industry code, commit an offence, endanger any person, damage any property, infringe a person’s rights (including Intellectual Property Rights), or which could give rise to any third party incurring a liability of any kind;
5. use the Platform and/or the Services to transmit, communicate, access or make public any material which is unlawful, offensive, indecent, defamatory, abusive, menacing, harassing, unsolicited or known to contain a virus or similar;
6. knowingly do anything or use the Platform and/or the Service in any manner which may compromise the security or safety of, or which might damage, interrupt or interfere with the operation of the Services, any third party or any other computer, system, network or services, including hack or otherwise obtain unauthorised access to any of them; and
7. without limiting any of the foregoing, notify SecureCo of any fact, matter or thing which comes to Your attention which is material to the performance by SecureCo of any Service.

1. You are solely responsible for:
   1. understanding how to access and use the Platform and each Service that is obtained for use on the Platform;
   2. each of Your Personnel and those of any End User (if applicable), who have access to, or use the Platform and/or any Service(s);
   3. any use of a Service, or instruction or direction given, through Your login and/or using Your passwords;
   4. any use of a Service which is fraudulent or not authorised by You;
   5. changing any default password (or any other security safeguard such as a default PIN number) provided to You by SecureCo aspart of a Service for the access to or use of a Service; and
   6. implementing and maintaining the security of Your network and systems. You are liable for all Charges resulting from any use of the Services by any person, whether or not authorised by You resulting from a virus, trojan, worm or other malicious computer code, denial of service attacks, a hacking incident (including a SIM, PABX, IP PBX or SIP Gateway device hack), or other means of exploiting a weakness in Your network, systems or security measure; and
   7. compliance with the PCI-DSS (if applicable), except to the extent that such compliance is reliant on SecureCo’s provision of the Platform and/or the Service(s) in accordance with these Terms of Service.
2. You acknowledge and agree that, to the maximum extent permitted by applicable laws:
1. SecureCo is not liable (whether based in contract, tort or otherwise) whatsoever for any Loss suffered or incurred by You; and
2. You must indemnify, and keep indemnified, SecureCo from and against, any and all Loss suffered or incurred by SecureCo,
3. as a result, whether directly or indirectly, of any fact, matter or circumstance that is within Your responsibility under this clause 4.

1. if SecureCo acquires products or services from any Supplier in connection with the supply of a Service, You will adhere with all reasonable directions given by SecureCo as are necessary for SecureCo to comply with its obligations under any agreement with that Supplier;
2. SecureCo or its Supplier may:
1. be required by law, to retain metadata, information and other content in relation to Your use of the Service, intercept Your communications and pass on details of Your use of the Services (including any retained metadata, information and content) to an Authorised Agency, a law enforcement authority or other authority;
2. monitor Your usage of the Services including where requested, or directed, to do so by an Authorised Agency, a law enforcement authority or other authority; and
3. investigate any alleged misuse of a Service by You including where requested, or directed, to do so by an Authorised Agency, a law enforcement authority or other authority.

1. The supply of a Service may rely on Third Party Facilities.
2. You acknowledge and agree that:
1. due to reasons beyond SecureCo’s control, a defect or failure in one or more Third Party Facilities may cause a delay, failure or interruption to a Service;
2. subject to clause 4.1, SecureCo is not liable to You in any way for any Loss (including Consequential Loss) that You may incur or suffer as a result of any such delay, failure or interruption; and
3. if You require SecureCo to undertake any remedial work to repair a Service affected by such a delay, SecureCo may Charge You, and You must pay an additional Charge for the remedial work that SecureCo undertakes provided that SecureCo seeks Your written consent before proceeding with the remedial work.

1. SecureCo will provide support to rectify any defect or fault in the Platform and/or a Service to the extent expressly set out in the Product Description relevant to that Service.
2. SecureCo support services operate 24x7 and respond to incidents in accordance with the timeframes set out in the Service Support Framework.
3. If You are a Partner, You will be responsible for the provision of Support to End User/s as set out in the Service Support Framework.

1. the acts or omissions of You, End User/s or Your End User’s Personnel that are not in accordance with these Terms of Service or are otherwise unlawful;
2. faults or defects that arise in telecommunication services provided to You or End User/s by Third Party Facilities.

1. give You at least fourteen(14) days written notice of any scheduled maintenance that is likely to affect the Platform or any Service; and
2. carry out any scheduled maintenance outside of Your business hours where this is possible.

1. The standard Charges for access to the Platform and any acquired Services are stated in the applicable Service Order.
2. The Charges will be issued as a direct invoice to You.
3. If the applicable Service Order for a Service(s) identifies a minimum spend for any Service, You must pay the greater of the minimum monthly spend and the Charges for the Services based on actual usage.
4. Other than termination by You pursuant to clause 13 of these Terms of Service, if a Service is terminated prior to the end of the Service Minimum Term for the Service, You must immediately pay to SecureCo:
   1. 100% of the total minimum monthly commitment (which includes minimum monthly charges and any minimum spend commitment as set out in the applicable Service Order) for the period between the termination date and the end of the Service Minimum Term; and
   2. where there is a minimum monthly charge but no monthly minimum spend commitment, 50% of the usage Charges for the period between the termination date and the end of the Service Minimum Term calculated as the average usage Charges for the three (3) months prior to the termination date; and
   3. any costs SecureCo will incur in connection with the terminated Service(s), to the extent that SecureCo is unable to avoid such costs after taking reasonable steps to do so, subject to the provision of evidence by SecureCo of the incurrence of such costs.

1. The Charges will be calculated to 4 decimal places.
2. SecureCo may round up any Charge to the nearest cent.
3. After the expiration of the Service Minimum Term, SecureCo may adjust the Charges by giving not less than one (1) month written notice to You.
4. Without limiting SecureCo’s rights to vary Charges under these Terms of Service, SecureCo may vary any Charge if, and to the extent that:
   1. there is an increase in Taxes imposed by law or new Taxes imposed by law come into place;
   2. there is a change to the costs of ancillary services (such as an increase in credit card or direct debit transactions fees imposed on SecureCo by third parties) as long as it has provided You with a reasonable alternative at no additional charge; or
   3. a Charge must be increased by law, regulation, code or standard (including any determination or declaration of an Authorised Agency).

1. Unless expressly stated otherwise, all Charges for supplies made, or to be made, in these Terms of Service and for any Services, are exclusive of Taxes.
2. The Tax Provisions apply to these Terms of Service.

1. You must make payment of all amounts invoiced by SecureCo within thirty(30) days of the date of invoice or by such other due date expressly stated in the relevant invoice.
2. All payments of invoices by You must be:
   1. by cheque, electronic funds transfer or any other means specified on the invoice; and
   2. without any set-off or deduction by You.
3. The payment of any amount by You is not made until the amount is received by SecureCo in immediately available, clear funds;
4. Your obligation to make payments of an invoice is not affected by You or End User/s being unable to use the whole or any part of a Service to which the invoice relates;
5. If You do not pay an invoice in full by its due date, SecureCo may Charge the You:
   1. interest on the unpaid amount calculated daily at the Default Rate from the due date until the date that payment (including interest) is made in full; and
   2. an amount representing the costs and expenses of SecureCo in seeking payment of the overdue amount (including any legal or debt recovery expenses incurred by SecureCo and paid to third parties to obtain payment of the overdue amount).
6. SecureCo may set off or deduct any undisputed amounts due and payable by You to SecureCo against any service rebate payable by SecureCo to You under clause 3.5.

1. SecureCo may reissue an invoice if any error in the invoice is later discovered;
2. If You have overpaid any Charges as a result of such an error, Your account will be credited with the overpayment or, if You have stopped acquiring any Service from SecureCo, SecureCo will refund the overpayment promptly after Your request but after deduction of any other amounts due by You; and
3. If You have underpaid any Charges as a result of the error, You will be required to pay the correct amount to SecureCo after the invoice is reissued.

1. You may dispute any amount of a Charge invoiced by SecureCo only if:
   1. You request in writing that SecureCo investigate the Charge disputed within nine (9) months of the date of the invoice in which the Charge is invoiced;
   2. You provide, at the same time, specific evidence which demonstrates that the Charge is incorrect; and
   3. You pay any non-disputed Charges in the relevant invoice.
2. If You validly dispute any amount, SecureCo will conduct investigations which are reasonably necessary and appropriate in the circumstances of the dispute. SecureCo’s records are sufficient proof of Your usage of the Services, unless You otherwise provide proof, to SecureCo’s reasonable satisfaction, that they are incorrect; and
3. At the end of SecureCo’s investigations:
   1. if any disputed amount has been shown to be, or the parties agree was, incorrectly invoiced, SecureCo will refund the disputed amount within thirty (30) days of the amount being shown or agreed to be correct; or
   2. if any disputed amount has not been shown to be, and the parties do not otherwise agree was, correctly invoiced, the procedure under clause 12 of these Terms of Service must be followed.

1. no Insolvency Event affects that party, and that party is not aware of any circumstances likely to cause it to become subject to an Insolvency Event;
2. that party’s execution, delivery and performance of these Terms of Service has been properly authorised by it and its obligations under these Terms of Service are valid, binding and are enforceable against it in accordance with these terms; and
3. the acceptance of these Terms of Service do not conflict with, or result in any breach of that party’s constituent documents, any applicable law to that party or any obligation or undertaking to which that party is bound.

1. You have had the opportunity to obtain independent professional advice in relation to the legal, taxation, accounting and financial consequences of the applicable Services and these Terms of Service and have not relied on SecureCo in relation to any of those matters; and
2. You do not rely on any representation, warranty or undertaking made by SecureCo (or any other person) in connection with these Terms of Service that is not expressly set out in these Terms of Service and acknowledge that SecureCo has been induced to enter these Terms of Serivce on that basis.

1. all information provided to SecureCo is true, accurate, complete and is not misleading or deceptive or likely to mislead or deceive; and
2. where You have provided SecureCo with information about any of Your Personnel or any End User/s or End User/s Personnel, each such party has consented to You disclosing the information to SecureCo and for SecureCo to use, or disclose, the information to provide the Platform and/or the Service/s and exercise any rights and perform any obligations in respect of the Platform and/or the Service/s.

1. THERE MAY BE NON-EXCLUDABLE STATUTORY GUARANTEES, IMPLIED CONDITIONS, AND WARRANTIES OR LIABILITIES THAT SECURECO HAS TO YOU THAT MAY APPLY TO THE SERVICES AND THAT CANNOT BE EXCLUDED ("NON-EXCLUDABLE CONDITIONS OR LIABILITIES”).
2. NOTHING IN THESE TERMS OF SERVICE REMOVES OR LIMITS ANY OF THE NON-EXCLUDABLE CONDITIONS OR LIABILITIES.
3. HOWEVER, TO THE EXTENT THAT SECURECO’S LIABILITY CAN BE LIMITED UNDER ANY APPLICABLE LAWS (INCLUDING ANY APPLICABLE CONSUMER PROTECTION LAWS THAT MAY APPLY TO THE SERVICES), SECURECO LIMITS ITS LIABILITY TO YOU FOR ANY BREACH OF OR NON-COMPLIANCE WITH, ANY OF THE NON-EXCLUDABLE CONDITIONS OR LIABILITIES, AT SECURECO’S SOLE DISCRETION, TO RESUPPLYING THE PLATFORM AND/OR ANY APPLICABLE SERVICE/S OR PAYMENT OF OR REIMBURSEMENT FOR THE COST OF HAVING THE PLATFORM AND/OR ANY APPLICABLE SERVICE/S RESUPPLIED, AND YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE IN ALL THE CIRCUMSTANCES.

1. EACH PARTY EXCLUDES ALL LIABILITY TO THE OTHER PARTY FOR ANY CONSEQUENTIAL LOSS SUFFERED OR INCURRED BY THE OTHER PARTY UNDER, OR IN CONNECTION WITH THESE TERMS OF SERVICE (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE);
2. SECURECO’S TOTAL LIABILITY TO YOU FOR ANY AND ALL LOSS YOU SUFFER OR INCUR, AND FOR WHICH SECURECO IS LIABLE UNDER, OR IN CONNECTION WITH, THESE TERMS OF SERVICE (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE) IS EQUAL TO THE SUM OF ALL CHARGES PAID OR PAYABLE BY YOU FOR THE PLATFORM AND/OR ANY APPLICABLE SERVICE/S IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) OR CIRCUMSTANCE(S) WHICH GAVE RISE TO THAT LIABILITY; AND
3. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS CLAUSE 8.3 DO NOT APPLY TO ANY LOSS ARISING FROM ANY FRAUDULENT ACT OR OMISSION OF SECURECO OR ITS EMPLOYEES, AGENTS OR CONTRACTORS IN CONNECTION WITH THE SUPPLY OF THE SERVICES.

1. EACH PARTY’S LIABILITY FOR ANY LOSS SUFFERED OR INCURRED BY THE OTHER PARTY UNDER, OR IN CONNECTION WITH THESE TERMS OF SERVICE (WHETHER BASED IN CONTRACT,TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE) IS REDUCED TO THE EXTENT THAT ANY OF THE FOLLOWING CAUSED OR CONTRIBUTED TO THE LOSS:
   1. ACTS OR OMISSIONS OF THE OTHER PARTY OR ITS PERSONNEL THAT ARE NOT IN ACCORDANCE WITH THESE TERMS OF SERVICE OR ARE OTHERWISE UNLAWFUL;
   2. IN THE CASE OF SECURECO, THE USE OF ANY THIRD PARTY, WHERE THE EVENT THAT CAUSED OR CONTRIBUTED TO THE LOSS WAS BEYOND SECURECO’S CONTROL; OR
   3. THE ACTS, OMISSIONS OR EQUIPMENT OF A THIRD PARTY WHICH ARE BEYOND A PARTY’S CONTROL.
2. EACH PARTY’S LIABILITY TO THE OTHER PARTY WILL BE REDUCED TO THE EXTENT THAT THE OTHER PARTY HAS NOT TAKEN REASONABLE STEPS TO MITIGATE OR AVOID THE LOSS FLOWING FROM THE EVENT GIVING RISE TO THE LIABILITY OF ONE PARTY TO THE OTHER PARTY.

1. keep confidential the Confidential Information of the other party and must ensure that it does not disclose or permit the disclosure of that Confidential Information to any person; and
2. take all steps and do all things that are reasonably necessary or prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

1. A party may disclose the Confidential Information of the other party:
   1. to its employees, contractors, agents, advisers or financiers (each a Recipient) if, and only if:
      1. the Recipient reasonably needs to know that Confidential Information in order for that party to comply with is obligations under these Terms of Service;
      2. that party has informed the Recipient of the obligations of confidentiality under these Terms of Service; and
      3. the Recipient has accepted the obligation to treat the Confidential Information as confidential in the same manner and to the same extent as required of that party;
   2. with the consent of the other party;
   3. subject to clause 9.2(c) below, in connection with legal or other proceedings relating to these Terms of Service; or
   4. subject to clause 9.2(c) below, if compelled by law or by an Authorised Agency, court, tribunal or stock exchange.
2. Notwithstanding clause 9.2(a), SecureCo may:
   1. disclose Your Confidential Information to any Supplier where it is necessary to enable the Supplier to provide any service to SecureCo in connection with a Service;
   2. use or disclose Your Confidential Information where expressly permitted under any other provision of these Terms of Service;
   3. refer to You in press releases, marketing, sales or financial material or reports, including without limitation the use of Your logo;
   4. where You are a Partner, refer to the End User/s as a customer of SecureCo in press releases, marketing, sales or financial material or reports, including without limitation the use of the End User/s’ logo and You must obtain the required consent of End User/s prior to submitting a Service Order to SecureCo;
   5. transmit information about Your location and/or the End User/s’ location (if applicable) in emergency situations and in accordance with any emergency statement (if applicable under any Country Specific Provisions).
3. If the Recipient is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the other party of such requirements to afford the other party the opportunity to seek, at its sole cost and expense, a protective order or other remedy.

1. SecureCo or its Suppliers may collect Personal Information from You and where You are a Partner, the End User/s.
2. You represent and warrant to SecureCo that You have procured any consent necessary to comply with all applicable laws (including without limitation the Privacy Law) from individuals in relation to whom You provide Personal Information to SecureCo for the purpose of these Terms of Service, including where You are a Partner, the applicable End User/s. This includes without limitation, consent for disclosure of the Personal Information to SecureCo and for the storage, access, use and disclosure by SecureCo of the Personal Information for the purpose of SecureCo fulfilling its obligations under these Terms of Service. You acknowledge that SecureCo may disclose Personal Information to third party service providers authorised by You that provide services that integrate with SecureCo’s Service.

1. hold the Personal Information and share it with its employees,contractors and agents, but only to the extent necessary to enable SecureCo to provide the Platform and/or the Service/s, send You invoices, check that Your responsibilities are being met or otherwise to administer and enforce these Terms of Service;
2. use any information about You and where You are a Partner, the End User, for statistical or other purposes, provided You and/or the End User are not identified;
3. provided SecureCo is in compliance with all applicable laws, sell insights or anonymised data SecureCo gains in the course of providing Services to You or an End User (if applicable) provided You and/or End User (if applicable) is not identified to any third parties; and
4. use any information about You and the End User (if applicable) for the purposes set out in any privacy policy (including the privacy policies of any Supplier) notified in writing to You from time to time or made available on the website of SecureCo at https://www.secureco.co/trust/privacy-policy.

1. at its cost, implement all reasonable measures and take all reasonable steps to detect all Data Breaches that may affect the Personal Information and report all such Data Breaches to You in writing as soon as practicable after determining a Data Breach has occurred;
2. at its cost and subject to clause 10.5(c), comply with all requirements and provide all assistance and information as reasonably requested by You in respect of all Data Breaches relating to or including any Personal Information of You in SecureCo’s possession or control (or in the possession or control of any of its contractors) and to assist You to assess the Data Breach, notify it and /or otherwise comply with its obligations under the Privacy Law; and
3. in respect of any Personal Information subject of a Notifiable Data Breach, or for which SecureCo wishes Notification to occur, not take any action (including Notification) without first notifying You of the Data Breach, if permitted by law. The parties will agree whether there is a Notifiable Data Breach or if otherwise the Data Breach should be notified and, if so required, You will prepare and issue the Notification and conduct all follow up actions and meetings with any and all privacy regulatory authorities and/or any affected individuals. Notwithstanding the aforesaid, if the Notification, a press release or any public communication prepared by You refers to SecureCo or to the Platform and/or the Service(s), You must obtain SecureCo’s consent before releasing the communication provided that this will not impact on Your ability to comply with applicable law.

1. Any Intellectual Property Rights owned by either party prior to acceptance of these Terms of Service, or developed independently of the Platform or the Service(s) by either party, will continue to be owned by that party;
2. None of SecureCo’s Intellectual Property Rights are transferred to You and, unless specifically authorised in any Service, You cannot and will not use or reproduce such Intellectual Property Rights for any purpose unconnected with the Platform, the Service(s), or these Terms of Service.
3. The rights and obligations of each party pursuant to this clause 11 survive the expiry or termination of these Terms of Service, the Platform Access or any Service.

1. Where a dispute under, or in connection with these Terms of Service, the Platform or a Service arises between the parties (Dispute), it must be resolved in accordance with the procedure set out in this clause 12.
2. Either party may refer, by written notice to the other party, the Dispute to each party’s Representative for resolution. If the Representatives cannot resolve the dispute within fourteen (14) days of the notice of dispute being given, either party may escalate the dispute to the other party’s Escalation Representative.
3. If the dispute is not resolved within fourteen (14) days of such escalation, either party may refer the dispute to mediation in accordance with,and subject to, the Mediation Rules. During any such mediation, both parties may be legally represented.

1. Subject to clause 12.2(b), no party may commence legal proceedings in relation to any Dispute without first following the procedure set out in this clause 12.
2. Notwithstanding any other provision of these Terms of Service, nothing in this clause 12 prevents either party from seeking urgent interlocutory relief.

1. You may terminate the whole or a part of the Services obtained under these Terms of Service with immediate effect by notice in writing to SecureCo if:
   1. SecureCo breaches any material obligation under these Terms of Service which:
      1. if capable of being remedied, is not remedied within thirty (30) days after receipt of a written notice from You requiring it be so remedied; or
      2. is incapable of remedy;
   2. It is required to do so by law; or
   3. If an Insolvency Event occurs in respect of SecureCo;
2. You may terminate a particular Service after the expiration of the Service Minimum Term by giving not less than thirty (30) days prior written notice to SecureCo.

1. SecureCo may terminate Service(s) with immediate effect pursuant to these Terms of Service by notice in writing to You if:
   1. You breach any material obligation under these Terms of Service which:
      1. if capable of being remedied, is not remedied within thirty (30) days after receipt of a written notice from SecureCo requiring it be so remedied; or
      2. is incapable of remedy;
   2. It is required to do so by law;
   3. If an Insolvency Event occurs in respect of You; or
   4. If You fail, at any time, to satisfy any pre-requisite for the supply of the Service which has been notified by SecureCo to You and which, if capable of being satisfied, You have not satisfied within thirty (30) days after a request from SecureCo to do so.
2. SecureCo may terminate the whole, or a part of the Platform and/or Service(s) provided under these Terms of Service by giving one hundred and eighty (180) days prior written notice to You if SecureCo ceases to offer the Platform and/or Service(s) generally and SecureCo will refund to You any Charges paid in advance by You in relation to the Platform and/or the Service(s) that have been terminated.
3. SecureCo may terminate the whole, or a part of the Platform and/or the Service(s) after the expiration of the Service Minimum Term by giving not less than thirty (30) days prior written notice to You.

1. If a Service is terminated:
   1. only that Service is cancelled on and from the date that particular Service so terminates;
   2. You must pay SecureCo all amounts due for the Service being cancelled within thirty (30) days of the date that the Service so expires or terminates;
   3. each party must:
      1. as directed by the other party, return to the other party (or in the case of documents or data, destroy), all originals and copies of the other party’s written materials, documentation, data and Confidential Information (including all materials derived therefrom). You acknowledge that the return of Your Data, including Cardholder Data, may be subject to an additional charge and that SecureCo may be required to retain a copy of some data; and
      2. if applicable, co-operate with the other party to facilitate SecureCo’s continued performance of its obligations in relation to any Service(s) which are not cancelled; and
   4. the rights and obligations of the parties under these Terms of Service cease or, if only part of the Service(s) are terminated, only those rights and obligations of the parties under the Service that is being cancelled cease, except for:
      1. any accrued rights and obligations that have arisen prior to the date of termination; and
      2. any rights and obligations which are expressed, or by their nature are intended, to continue after termination.
2. Clauses 3.6(b), 3.7, 4.2(b), 6.4 to 6.7 inclusive, 8, 9, 10, 12, 13.3 and 14 survive expiry or termination of all or any part of a particular Service.

1. You must notify SecureCo in writing of any change to Your details (including Your company number (if applicable), Your contact details, the details of Your Representative and/or Your Escalation Representative). Any notice that SecureCo gives to You under this Agreement will be effectively served if;
   1. The notice is sent by hand or mail;
      1. unless SecureCo has been notified by You that the address no longer applies; or
      2. any address notified by You to SecureCo as Your current address from time to time (whether or not that address is Your registered address).
   2. The notice is sent by email to an email address provided to SecureCo or as subsequently notified to SecureCo.
2. Notice is deemed to be received by a person;
   1. When delivered by hand;
   2. If sent by mail domestically, two (2) Business Days after posting;
   3. If sent by mail internationally, seven (7) Business Days after posting; or
   4. If sent by email, one (1) hour after sending unless the sender receives a report or notice indicating the email has not been delivered within that one (1) hour period.
3. If the notice is deemed to be received on a day which is not a Business Day or after 5:00pm at the addressee’s location, it is deemed to be received at 9:00am at the addressee’s location on the next Business Day.

1. Each party appoints its Representative as its agent to (non-exclusively):
   1. exercise powers;
   2. perform duties; and
   3. carry out the overall supervision and co-ordination of the obligations, of that party under these Terms of Service.
2. Each party’s Representative is entitled to act entirely in the interests of the party who appointed them;
3. A party may at any time, by written notice to the other party, replace the person then acting as the party’s Representative and/or Escalation Representative; and
4. If a party’s Representative and/or Escalation Representative knows of a matter, that knowledge is taken to also be within the knowledge of that party.

1. is already in the possession of that party; or
2. becomes known or generally available to the public, except as a result of a breach of any obligation of confidence under these Terms of Service (in which case, it remains Confidential Information); or
3. that party independently develops.

1. any loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss even if any of that Loss arises naturally (according to the usual course of things) from the fact, matter or circumstance giving rise to the Loss;
2. any Loss that is suffered or incurred by a party as a result of a fact, matter or circumstance which does not arise naturally (that is, according to the usual course of things) from the fact, matter or circumstance giving rise to the Loss; and
3. any penalties imposed by an Authorised Agency.

1. for SecureCo, the CFO (emails to be sent to legal@secureco.co); and
2. for You, such person nominated by You in your Platform Access Sign-Up as Your escalation representative,

1. the person is unable to pay their debts as and when they fall due;
2. the person admits its inability to pay its debts generally as they become due;
3. a receiver, manager, administrator, liquidator, trustee for creditors or trustee in bankruptcy or analogous person being appointed over the person’s undertaking or assets or any of them;
4. if the person is a natural person, an application and filing for bankruptcy being made in respect of the person; or
5. if the person is a corporation:
   1. an application for winding up or other process seeking orders which, if granted, would render the person an externally-administered body corporate being filed and not being withdrawn within twenty (20) Business Days;
   2. the person being or becoming the subject or an order, or a resolution being passed, for the person's winding up or dissolution; or
   3. the person entering into, or resolving to enter into, a deed of company arrangement, or an arrangement, composition or compromise with, or assignment for the benefit, of its creditors generally or any class of creditors, or proceedings being commenced to sanction such a deed of company arrangement, or arrangement,composition or compromise, other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation.

1. patents, copyright, rights in circuit layouts, designs, trademarks(including goodwill in those marks) and domain names;
2. any application or right to apply for registration of any of the rights referred to in paragraph (a) of this definition; and
3. all rights of a similar nature to any of the rights in paragraphs (a)or (b) of this definition, whether or not such rights are registered or capable of being registered.

1. for SecureCo, the Head of Sales (emails to be sent to legal@secureco.co); and
2. for You, such person nominated as the authorised primary contact in your Platform Access Sign-Up,

1. are supplied by You to SecureCo under these Terms of Service; and
2. may be accessed by SecureCo in the course of providing the Platform and/or the Services.

1. words importing the singular include the plural and vice versa;
2. words that are gender neutral or gender specific include each gender;
3. if a word or phrase is defined its other grammatical forms have corresponding meanings;
4. 'includes' means includes without limitation;
5. no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
6. a reference to:
   1. a person includes afirm, unincorporated association, corporation and an Authorised Agency;
   2. a person includes the person’s legal personal representatives, successors and assigns, andpersons substituted by novation;
   3. 'law' includes:
      1. statutes, regulations or by-laws applicable in the jurisdiction of the Governing Law or an Authorised Agency; and
      2. rules, proclamations, ordinances, orders,decrees, requirements or approvals (including conditions) of foreign, state,territorial or local jurisdiction or an Authorised Agency that have the force of law;
   4. a right includes a benefit, interest, remedy, discretion, authority or power;
   5. an obligation of more than one person binds them all jointly and severally;
   6. an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;
   7. provisions of these Terms of Service or another document, agreement, understanding or arrangement include a reference to both express and implied provisions and terms;
   8. month is a reference to a calendar month;
   9. any currency is the currency specified in the applicable Service Order;
   10. 'costs' includes charges, expenses and legal costs (on a full indemnity basis);
   11. writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes electronic transmissions;
   12. any thing(including any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;
   13. these Terms of Service or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;
   14. a clause or paragraph is a reference to a clause or paragraph, as the case may be, of these Terms of Service; and
7. if the date on or by which any act must be done under these Terms of Service is not a Business Day, the act must be done on or by the next Business Day; and
8. where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.