OLASIO SOURCE SERVICE TERMS (NON ID VERIFICATION)
References to "you" includes, where you are using an organisation account, the organisation to which the account belongs.
"We, "our" or "us" means Redbook Inspect Pty Ltd trading as Olasio. If you are using Olasio Services on behalf of an
organisation, you warrant that you are authorised to represent that organisation in accepting these Service Terms.
1.1 These Service Terms govern the Services provided via the Olasio Portal.
1.2 By accessing or using any Olasio Service, you agree to be bound by these
service terms (and other terms and conditions and policies referred to) as amended from time to time.
1.3 The terms and conditions governing an End User’s use of an Olasio Application are set
(General) You warrant that you will comply with all applicable laws while using the Olasio
(Consents & Authorisations) You warrant that you have all necessary consents and
authorisations from End Users to allow us to perform the Services and for the End User Information to be
used for the Purpose. In particular, you warrant that you have obtained End User consent allowing:
you to upload their personal contact information to the Portal to set-up an End User
us to send a communication (eg via email or SMS) to the End User inviting them to provide their End
User Information for the Purpose of the Services.
(End User Information) You are responsible for ensuring each End User provides End User
Information that is true, correct and complete, not misleading or deceptive, and that complies with all
(No Sensitive Information) You acknowledge that our Services are not intended for use with,
and it is your responsibility to ensure that End User Information does not contain, any of the following
sensitive information (Sensitive Information):
- medical information;
- credit card details;
any other information which is defined as “sensitive information” under the Privacy Act 1988 Cth,
including information or an opinion about an individual’s:
- racial or ethnic origin;
- political opinions;
- membership of a political association;
- religious beliefs or affiliations;
- philosophical beliefs;
- membership of a professional or trade association;
- membership of a trade union;
- sexual preferences or practices; or
- criminal record.
(Use Restrictions) You must not (and must ensure that your End Users do not):
in relation to your access to and use of the Services, including your use of the Olasio Portal.
- do anything that compromises the stability, function or security of the Services or interferes with another user;
- do anything likely to bring us or the Service into disrepute;
- use the Services for any unlawful or unauthorised purpose (including to send unsolicited messages or to transmit any harmful or malicious code);
- use the Services to publish information that is obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, discriminatory, or blasphemous or which may incite racial hatred;
- reverse engineer, modify, disassemble, decompile or create derivative works from the Services; or
- resell, publish, copy, reproduce or otherwise distribute the Services or any End User Information, or otherwise infringe our (or our Service Provider’s) Intellectual Property Rights in the Services or violate any End User’s rights in the End User Information,
You are responsible for maintaining the security of your log-in credentials used to access the Olasio Portal.
You are responsible for all use and any breach of these terms caused by an unauthorised third party using
You must inform us immediately if you become aware of any breach of this clause 2 or clauses 3 or 4 below.
You must only access and use the Services (including End User Information and Service Outputs) for the specific
use indicated in the description of those Services in the Olasio Portal and in connection with:
(a) the internal business decision to supply products or services to prospective customers; or
(b) internal business operations, such as internal corporate governance, risk management or compliance
You must not download or remove any End User Information or Service Outputs from the Olasio Portal. But you
may print Service Outputs as permitted by the functionality of the Olasio Portal (provided only used to support
your internal processes associated with the Purpose).
We may delete or remove the End User Information from the Olasio Portal when it is no longer required for the
Purpose, or on termination of your access to the Olasio Portal
Where we provide you with Vehicle Verification Services, you must comply with the additional requirements in
this clause 4.
You acknowledge that the Vehicle Verification Results are our Confidential Information, and are subject to
obligations of confidentiality, privacy and security under clauses 11 and 12. In particular, you must not:
- allow the Vehicle Verification Services to be accessed or used by an unauthorised third party,
- subject to clause 4.4, distribute or send the Vehicle Verification Results to any other person; or
- transfer or store the Vehicle Verification Results outside Australia without our prior written consent.
You must permanently destroy the Vehicle Verification Results within a reasonable period of time after they
are no longer required for the Purpose.
Where your business involves acting as a finance broker or agent for a third party (for example, where you are
a finance broker acting on behalf of a lender), you may forward the Vehicle Verification Results to that third
party, provided that:
- you must ensure the third party complies with all terms of these terms in relation to the Vehicle Verification Results (as if it were a party to these terms), including keeping all results confidential; and
- you are responsible for any misuse of the Vehicle Verification Results by that named third party.
- 5.1The fees payable for the Services are set out on the Olasio Portal as GST exclusive amounts (Fees). All Fees are in Australian dollars, unless expressly specified otherwise. GST is payable in addition to quoted Fees where applicable.
- 5.2We may change the Fees at any time upon publication.
- 6.1If you have been accepted for a credit account, we will submit a Tax Invoice to you for the Fees after each Fee is incurred or at the end of each month (for all Fees incurred during that month).
- 6.2You must pay each Tax Invoice within 30 days from the date of the Tax Invoice.
- 6.3If you fail to pay a Tax Invoice by the due date, we may charge you interest which is 2% above the Standard Rate, provided if that exceeds the maximum amount permitted under applicable law then the relevant rate of interest will instead be that maximum amount. Interest accrues from the due date of the Tax Invoice to the day immediately before the actual date of payment, calculated daily on the basis of a 365 day year and capitalised monthly.
- 6.4If you have been accepted for a third party credit account (i.e. an account where a third party has agreed to pay the fees and charges incurred in connection with your account), we will submit a Tax Invoice on your behalf to that third party for the Fees after each Fee is incurred or at the end of each month (for all Fees incurred by you during that month).
- 6.5You warrant and represent that you have prior authority from the third party to incur Fees on its behalf and that any Fees you incur to be charged to that third party are within the scope of that authority, and in accordance with any terms and conditions imposed by that third party in connection with incurring those Fees. You will immediately inform us if you breach any of these terms and conditions imposed by the third party in connection with incurring those Fees or if you are no longer authorised to incur Fees on behalf of the third party.
(Services IP) You acknowledge that we (and our relevant Service Providers) at all times continue to own the Intellectual Property Rights in our Services, including:
- all technology and data that we provide forming part of the Services;
- the Application; and
- all improvements, enhancements, modifications and updates to the Services made during the Term (including updates to databases).
Nothing in these terms transfers any Intellectual Property Rights in our Services to you.
(Service Outputs) You acknowledge that:
- we own the Intellectual Property Rights in the Service Outputs;
- subject to clauses 3.3 and 4.3, you are granted a limited, non-exclusive, not-transferable and revocable licence to use the Service Outputs (including the relevant End User Information) during the Term solely for the Purpose;
- you do not otherwise acquire any right, title or interest in the End User Information or the Service Outputs.
- 8.1 (Our Indemnity) Subject to clauses 8.2, 8.3 and 8.4, we will defend you against any Third Party Claims against you directly arising from the technology comprising our Services (eg our applications and software) violating the Intellectual Property Rights of a third party.
The indemnity in clause 8.1 does not apply to the extent the violation of Intellectual Property Rights has been caused or contributed to by:
- you or your End Users (including by End User Information); or
- the Third Party Services.
- 8.3You must: (i) promptly give us written notice of the relevant Third Party Claim; and (ii) allow us to conduct the defence and settlement of any Third Party Claim. Our obligation to defend you under clause 8.1 is limited to paying the cost of defending the Third Party Claim, and the damages awarded by a court directly arising from the indemnified Third Party Claim.
- 8.4We may, at our sole option and expense, elect to modify or replace the relevant technology or otherwise modify the Services so they are non-infringing, or cancel supply of the Services and terminate these terms (without any liability to you). To the extent permitted by law, clauses 8.2, 8.3 and 8.4 states our sole liability, and your sole remedy, with respect to any technology comprising our Services infringing a third party’s Intellectual Property Rights.
- 8.5(Your Indemnity) You indemnify us for all Loss suffered or incurred by us that arises as a result of your breach of these terms or your violation of any applicable laws.
- 8.6You acknowledge that Loss suffered or incurred by our Service Providers will be considered Loss suffered or incurred by us for the purposes of recovery under clause 8.5.
- 8.7(Mitigation) A party must take all reasonable steps to avoid or mitigate any Loss which it might suffer or incur in relation to an indemnity.
- 8.8A party’s obligation to indemnify will be reduced to the extent the relevant Loss or Third Party Claim was caused or contributed to by the indemnified party.
9. DISCLAIMER & LIABILITY
9.1While we endeavour to provide the Services in accordance with their description, you acknowledge that the following exclusions and limitations of liability apply (to the extent permitted by law):
- The Services are provided on an “as is” and “as available” basis;
We exclude all liability for:
- any delay, unavailability, inaccuracy, incompleteness or failure to be up-to-date of the Services (including the End User Information and Service Outputs);
- any reliance you place on the Services (including the End User Information and Service Outputs);
- any fraud, unlawful conduct or errors or omissions of any End Users (including where the End User Information is false, misleading or unlawful);
- any loss or corruption of data (including End User Information), or any damage or contamination to computer systems or networks in any way arising from the Services (including through the download of a virus, harmful code or otherwise); and
- any Indirect Loss suffered or incurred by you under these terms or in relation to the Services (whether arising in contract, tort, negligence or otherwise).
We do not warrant that the Services will be uninterrupted or error free, or that any errors in the software or technology will be corrected.
Subject to clause 9.1(e), to the extent we have any liability to you in relation to the Services or under these terms (whether arising in contract, tort, negligence, indemnity or otherwise): (i) our liability is limited to resupply of the Services; and (ii) in no case will our liability to you in a Contract Year exceed the total Fees you have paid to us in that Contract Year.
The limitation of liability in clause 9.1 (d) does not apply to our liability for fraud or deliberate breach of these terms.
9.2(Your Business Decisions) You acknowledge that:
- you are solely responsible for the accuracy and completeness of the End User Information, and the business decisions you make as a result of the Services (including based on the Service Outputs),
- we are not liable for any Loss that arises as a result of your reliance on the Services or due to your business decisions; and
- we are in no way responsible for your relationship with any End User.
- 9.3(Third Party Links) The Services may contain links to third party websites. You acknowledge that we are not responsible for those third party websites (or products, services or information supplied via those sites), and are not liable for your access to those links.
- 9.4(Consumer Law) You acknowledge that to the maximum extent permitted by law, we exclude any warranty or condition implied by law. Nothing in these terms (including under other sections in this clause 9) excludes, restricts or modifies any right or remedy conferred on you by an applicable statute (eg Competition and Consumer Act 2010 (Cth)) that cannot be excluded, restricted or modified (Non-Excludable Obligation). However to the fullest extent permitted by law, our liability for a breach of a Non-Excludable Obligation is limited to re-supply of the Services or re-performance of our obligations.
- 9.5To avoid doubt, all disclaimers and limitations of liability in this clause 9 will also apply to Third Party Services that form part of our Services.
- 10.1Each party acknowledges that the End User Information (including all Service Outputs containing End User Information) will be considered Confidential Information for the purposes of these terms.
10.2Each party must:
- keep all Confidential Information strictly confidential and not disclose it to any third party without the other party’s prior written consent, or as expressly permitted in these terms;
- only allow access to the Confidential Information to its Personnel who need to know for the purpose of exercising the rights and obligations expressly allowed under these terms and who have expressly agreed to keep that information confidential; and
- take all measures reasonably necessary for securing the Confidential Information and preventing unauthorised third party access.
10.3 The confidentiality obligations in clause 10.2 do not apply to information:
- that is or becomes legally in the public domain at the time of disclosure without a breach of clause 10.2;
- that is legally obtained by a party from a third party without an obligation to keep confidential; or
- is developed by the receiving party entirely independently of these terms;
- that is required to be disclosed by a party by law or the rules of a publicly recognised stock exchange - provided that (if legally permitted) a party must give the other sufficient notice period for it to seek a protective order or other remedy to prevent or minimise disclosure of its Confidential Information.
- 10.4 Each party acknowledges that damages alone will be an inadequate remedy for breach of the confidentiality obligations under this clause, and that a party is entitled (in addition to other rights at law or in equity) to seek remedies of injunction or specific performance for threatened or actual breach of this clause.
- 10.5(Obligations on termination) After the Purpose is fulfilled, each party must permanently destroy all copies of the other party’s Confidential Information or Service Outputs containing End User Information, in a party’s possession or control.
10.6The obligation under clause 10.5 in relation to the other party’s Confidential Information do not apply to:
provided that any Confidential Information retained is kept confidential in accordance with the terms of these terms.
- Confidential Information a party is obliged to retain by law;
- extracts of, or references to, Confidential Information contained in board or investment committee minutes or papers, due diligence reports or any other materials delivered to the board which contain Confidential Information;
- any documents or other materials required for internal corporate governance, risk management or audit purposes or for the purposes of insurance or risk management policies or to comply with professional standards which are applicable to its financial or legal advisers provided that any Confidential Information so retained must only be accessed for reasonable and bona fide compliance purposes;
- any Confidential Information which is stored electronically pursuant to an existing routine data back-up exercise on servers or back-up sources so long as it is deleted from local hard drives and no attempt is made to recover it from those servers or back-up sources other than as required by law;
11.1 To the extent a party receives or accesses Personal Information under these terms or in relation to the Services, the party must:
- comply with all Privacy Laws in relation to that Personal Information; and
- not cause (through any act or omissions) the other party to be in breach of any relevant Privacy Laws.
- 11.2(Security) Each party must take all reasonable steps to protect the Personal Information from misuse and loss and from unauthorised access, modification or disclosure (including by taking industry standard security measures).
- 11.4(Third Party Privacy Policies) If aspects of our Services include Third Party Services, you acknowledge that you may also be bound by the privacy policies of those Third Party Service Providers, as notified to you from time to time.
11.5(Eligible Data Breach) Each party warrants that:
- it has in place a system to detect and report when an Eligible Data Breach has occurred, and which allows it to promptly investigate and assess the Eligible Data Breach; and
- as soon as it becomes aware of an Eligible Data Breach that impacts the Personal Information provided by the other, it must notify the other and must co-operate with it as necessary to comply with all Eligible Data Breach obligations under relevant Privacy Law.
11.6(De-Identified Information) Without limiting any of our rights under clause 11.3, you acknowledge that we may:
Our agreement with each End User will seek the individual’s consent to the rights regarding De-Identified Information.
- de-identify the End User Information (including any other information relating to usage of the Service) so it can no longer be associated with you or used to identify those individuals (De-Identified Information); and
- use the De-Identified Information for any purpose whatsoever (including for any commercial purpose) without limitation.
- 12.1(Terms) We may amend these terms from time to time by publishing an updated version on this website. You should check this website on a regular basis to ensure you are aware of any changes. Your continued use of the Services indicates that you accept any updates.
- 12.2If any of our changes to these terms under clause 12.1 are detrimental to you, you should not order further Services.
- 12.3(Services) You acknowledge that we may change or discontinue the Services at any time without liability to you (save that we will use reasonable endeavours to refund Fees prepaid for Services not delivered).
- 12.4We may suspend or terminate your access to the Service at any time at our sole discretion where we believe you are in breach of any of your obligations in these terms, in order to prevent any damage to the Services or any user, or because we no longer offer the Services.
13. THIRD PARTY SERVICE PROVIDERS
13.1You acknowledge that:
- aspects of our Services may involve data, technology or services provided by various third party Service Providers (Third Party Services); and.
- those Service Providers are entitled to rely on these terms (including an indemnity, disclaimer or limitation of liability) in relation to the Third Party Services they provide, and may directly enforce these terms against you as if they were a party to these terms. We appoint each Service Provider as a third party beneficiary for this purpose.
- 13.2In addition to the above, you acknowledge that your use of the Services is subject to the interoperation of services supplied by third party websites or applications. By using the Services, you appoint us and our Service Providers as your limited agent to: (a) access such third party websites or applications, servers, documents and information as designated by you; and (b) use your information and perform all acts as required for us and the Service Providers to supply the Services to you.
- 14.1(Severance) If any part of these terms is illegal or unenforceable, it will be severed and the remaining terms will continue in full force and effect.
- 14.2(Continuing Obligations) Any provision of these terms which is by its nature a continuing obligation (eg confidentiality, privacy etc) will survive the Services
- 14.3(Laws of Victoria) These terms are governed by the laws of Victoria, Australia and each party submits to the jurisdiction of the courts of that state.
Revised on 15th May, 2020
- These terms have the following meaning:
- Application means the Olasio application downloaded by End Users for the purpose of uploading End User Information to the Services.
- Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney or Melbourne.
- Confidential Information means all information of a party information that is by its nature confidential, including information in relation to its business operations, contracts, personnel, customers, products, marketing, sales, business plans, transactional data, financial data, trade secrets and other sensitive corporate or personal information. To avoid doubt, in the case of Vehicle Verification Services, the Vehicle Verification Results will be considered our Confidential Information.
- Eligible Data Breach has the meaning given in the Privacy Act 1988 (Cth).
- End User means each person that uploads their End User Information via the Application for the purposes of performing the Services in relation to that person.
- End User Information means all information provided by End Users via the Olasio Application in connection with the Services.
- Fees has the meaning in clause 5.1.
- Indirect Loss means any loss that cannot fairly and reasonably be considered to arise naturally or directly from the relevant breach or event, including loss of profits, revenues, data, anticipated savings, goodwill, reputation or opportunity.
- Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the 1967 convention establishing the World Intellectual Property Organisation;
- Loss means all loss, liability, damage, cost, claim or expense.
- Olasio Portal means the web portal by which you access the Service.
- Personal Information has the meaning in the Privacy Laws.
- Privacy Laws means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) and includes all other laws, determinations, codes or guidelines relevant to personal information.
- Purpose has the meaning in clause 3.1.
- Sensitive Information has the meaning in clause 2.4.
- Service Providers means all third party service providers we engage to provide data, technology or services for us to perform the Services. For example, where the Purpose of collection of End User Information is to perform Vehicle Verification Services, this will include NEVDIS (AustRoads).
- Service Outputs means any outputs of the Services (such as reports).
- Services means the services you have engaged Olasio to provide, as described on the Olasio website. It will include your access to the Olasio Portal and any relevant End User Information, and the End User’s access to the Application.
- Standard Rate means the prevailing cash rate of the Reserve Bank of Australia.
- Tax Invoice has the meaning given to it by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Third Party Claim means any claim, suit, action or demand by a third party.
- Third Party Services has the meaning in clause 18.1.
- Vehicle Verification Results means the results (Service Output) of using End User Information to perform the Vehicle Verification Services.
- Vehicle Verification Services means Services that involve performing a verification of ownership of a particular motor vehicle.