← Changelog

Archived

Terms & Conditions

This is an archived version of BNDRY's Terms and Conditions, in effect from July 3rd, 2026 to July 18th, 2026. It is preserved for reference only. View current Terms & Conditions →

Last Updated: 3rd July 2026

1. Agreement

1.1 This agreement applies to the Customer's access to and use of BNDRY's Software, and comprises these Terms and Conditions, the Privacy Statement, Support terms, the Data Processing Agreement (Controller to Processor) between the parties and the applicable Customer Order Form agreed between the parties (collectively, the Agreement).

1.2 By signing this Agreement or clicking "Accept" on these terms when the option is made available, the Customer will be deemed to have (i) read and accepted this Agreement and (ii) entered into a legally binding agreement with BNDRY.

1.3 BNDRY may amend these Terms and Conditions from time to time by publishing amended terms and conditions on its website and providing at least 30 days' written notice to the Customer of any material changes. If the Customer does not agree to the amended Terms and Conditions, it may terminate the Agreement at any time during the notice period and stop using the Software. If the Customer continues to use the Software after the notice period, it will be taken to have agreed to and be bound by the updated Terms and Conditions.

1.4 The Agreement may be executed in several counterparts, by electronic execution or by clicking "I accept" on these Terms and Conditions when the option is made available. BNDRY's counter-execution will be deemed to occur on execution by BNDRY or upon BNDRY's acceptance of the Customer's order (whichever occurs first).

1.5 In the event of any inconsistency between the documents comprising this Agreement, the terms of the Customer Order Form (including any special conditions) will prevail to the extent of the inconsistency, followed by any addenda or schedules, and then these Terms and Conditions.

1.6 The Data Processing Agreement governs the processing and protection of the Controller's Personal Information. These Terms and Conditions govern the commercial relationship between the parties, including liability and indemnities. Where there is a conflict between the Data Processing Agreement and these Terms and Conditions on a matter of Personal Information processing or protection, the Data Processing Agreement prevails on that matter. Where there is a conflict on a commercial matter, these Terms and Conditions prevail.

2. Term

2.1 The Agreement commences on the Commencement Date and continues for the Initial Term unless terminated earlier in accordance with clause 10.

2.2 The Agreement will automatically renew for a Further Term at the end of the Initial Term or a subsequent Further Term (as applicable), unless a party notifies the other party that it does not agree to a Further Term at least 30 days prior to the end of the Initial Term or any Further Term (as applicable).

3. Customer Obligations and Shared Responsibility

3.1 Access and Use

  1. From the Commencement Date and for the duration of the Initial Term and any Further Term:
    1. BNDRY will provide the Software in accordance with this Agreement; and
    2. the Customer and its Permitted Users may use the Software and BNDRY Material in the manner specified herein.
  2. The Customer undertakes to:
    1. ensure all details provided to BNDRY are correct, including billing and contact information and must promptly notify BNDRY of any changes to such information;
    2. only allow its Permitted Users to utilise the Software in accordance with the Agreement and ensure that its Permitted Users (and any other users) maintain the ongoing secrecy and confidentiality of all identification and log-in information, subject to compliance with any Government Agency request and/or relevant Laws; and
    3. take reasonable measures to ensure that all Permitted Users are made aware of and comply with this Agreement.
    4. Customer is solely responsible for the content, quality, and accuracy of data provided to BNDRY. Customer agrees to implement and maintain reasonable administrative and technical safeguards to preserve the integrity of such data prior to its transmission to BNDRY. Customer warrants that it has taken reasonable steps to ensure that all data provided to BNDRY is formatted correctly and is free from any material errors, corruption, or malicious code that could compromise BNDRY's systems or services.

3.2 Regulatory and Reporting Requirements

  1. it is the Customer's sole responsibility to comply with its reporting and other obligations under any AML/CTF Legislation;
  2. the Customer must, prior to signing this Agreement, make its own determination as to whether or not and to what extent the Software enables it to meet its compliance and legal requirements (under subparagraph (a) or otherwise);
  3. in making its determination under subparagraph (b) and executing this Agreement, the Customer has not relied on any representations made by BNDRY which are not expressly contained herein.

3.3 Limitations on Use

  1. The Customer represents, warrants and undertakes to ensure that it will:
    1. only use the Software and BNDRY Material for the Approved Purpose;
    2. use best efforts to protect the Software from unauthorised access or use (to the extent that the prevention of such unauthorised access or use is within its control) and immediately notify BNDRY if such unauthorised access or use occurs; and
    3. comply with any reasonable direction given to it by BNDRY in order to ensure compliance with Law or the directions of a Regulator, investigate an issue or ensure the smooth running of the Software.
  2. The Customer must not, without BNDRY's prior written consent:
    1. share the use of the Software or any of the BNDRY Material with any third party; or
    2. reverse engineer, modify, resell, copy, sub-licence, re-create, create any derivative work from, frame, mirror, publish, distribute or make available to any third party, the Software or the BNDRY Material in any form or media or by any means.

3.4 Shared Responsibility

  1. BNDRY provides configurable software and technical processing. Consistent with clauses 3.2 and 9.3, BNDRY does not provide financial, legal, regulatory or compliance advice, is not an AML/CTF compliance service provider, and does not perform the role of the Customer's AML/CTF compliance officer.
  2. The Customer is the reporting entity under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) in respect of the designated services it provides. The Customer is solely responsible for designing, approving, implementing and maintaining its AML/CTF program and its money laundering and terrorism financing risk assessment, conducting customer due diligence, keeping records for the periods required by law (as addressed in clause 10 of the Data Processing Agreement), and reporting to the Australian Transaction Reports and Analysis Centre. Use of the Software does not discharge, reduce or transfer any of the Customer's obligations under AML/CTF Legislation, and does not constitute reliance on a third party, or an outsourcing arrangement, that shifts responsibility or liability to BNDRY.
  3. The Customer is solely responsible for how it configures the Software, including rule parameters, thresholds, screening settings, and the actions the Software takes on a given outcome, including whether a match or no match result leads to approval or refusal of access, services or membership. The Customer is responsible for determining whether any automated outcome produced through its configuration has a legal or similarly significant effect on an individual.
  4. Where the Customer configures the Software to make, or to do a thing substantially and directly related to making, a decision that could reasonably be expected to significantly affect the rights or interests of an individual, the Customer is responsible for any transparency, notification or review obligations arising under the Privacy Act 1988 (Cth). BNDRY will assist the Customer with information about automated processing carried out by BNDRY as set out in clause 5 of the Data Processing Agreement.
  5. The Customer is responsible for maintaining its own privacy policy and collection notices under the Privacy Act 1988 (Cth) in respect of the Personal Information it collects, and for obtaining consent and establishing a lawful basis for that collection as set out in clause 4 of the Data Processing Agreement.
  6. The parties' respective privacy roles, and BNDRY's obligations in relation to the processing of Personal Information, are as set out in the Data Processing Agreement, including sub-processor management (clause 6 of that agreement), security and incident notification (clause 7 of that agreement), cross-border disclosure (clause 8 of that agreement), and return or deletion of Personal Information (clause 12 of that agreement).

4. Software

4.1 Integrated Services

BNDRY may use integrated services provided by third parties in delivering the Software and/or other services under this Agreement. The Customer agrees to comply with any applicable third-party terms and to pay all Integrated Service Fees associated with its use of those services, as set out in the Customer Order Form.

4.2 Updates

  1. BNDRY reserves the right, but is not obligated to: Update, upgrade, change, delete, modify, amend, correct, refine, or discontinue any part of, or features and functionality of, the Software at any time.
  2. BNDRY does not guarantee that any change it makes to the Software or BNDRY Material will be compatible or interoperable with any third party application, software or interface.
  3. BNDRY will provide reasonable notice, at least 30 days, of any update amendments referred to in clause 4.2(a) to the Software which they reasonably consider may have a material impact on the Customer.

4.3 Support Services

BNDRY's support terms can be found at bndry.net/legals/support.

4.4 Communication & Notifications

  1. BNDRY maintains a service status page at status.bndry.net which provides visibility of our service status including:
    1. Uptime and availability performance;
    2. any planned outages or changes that need to be made as a matter of normal business; and
    3. details of any incidents or unplanned outages.
  2. BNDRY's status page will be the primary channel for communication to Customers about any expected impact to the normal operation of the Software. Where BNDRY becomes aware of a material issue affecting a third-party integrated service, BNDRY will use reasonable efforts to update the status page to reflect that issue for visibility; however, BNDRY does not control or guarantee the availability or performance of third-party integrated services, and any such third-party issues will not be considered outages for the purposes of BNDRY's service levels, uptime metrics or any related remedies under this Agreement.
  3. For the avoidance of doubt, BNDRY will not, in the event of a notifiable data breach, make use of the status page. Communications related to data breaches will be managed by BNDRY's Data Protection Officer and will be communicated to the nominated privacy, legal, risk or compliance officer nominated by the Customer.

5. Fees and Payment Terms

5.1 Fees

  1. In consideration for the provision of the Software and related services under this Agreement, the Customer will pay BNDRY the Fees set out in the Customer Order Form, comprising the Platform Service Fees, any applicable Integrated Service Fees plus any applicable Taxes.
  2. The Customer agrees to pay the Fees according to the duration specified in the Customer Order Form and in accordance with this clause 5 until the termination or the expiration of this Agreement.
  3. Any paid Fees and Taxes are non-refundable.
  4. BNDRY reserves the right to suspend all or part of the Software indefinitely if the Customer fails to pay any Fees in accordance with this clause 5.
  5. BNDRY may increase the Platform Service Fees by providing the Customer with at least 30 days' written notice. Any such increase must be reasonable, having regard to factors such as increased operating costs, inflation, enhancements to the Software, or changes in service scope. If the Customer does not accept the revised Platform Service Fees, it may terminate this Agreement by giving written notice within 14 days of receiving the notice, with such termination to take effect at the end of the 30-day notice period. If the Customer does not provide notice of termination, the revised Platform Service Fees will take effect at the end of the 30-day notice period. Failure to notify BNDRY of termination within the notice period will be taken as acceptance of the revised Platform Service Fees.
  6. Integrated Service Fees are subject to variation from time to time, including as a result of changes imposed by third-party providers. BNDRY will provide the Customer with at least 30 days' prior written notice of any such changes. If the Customer does not agree to the revised Integrated Service Fees, it may elect to discontinue the affected integrated services or terminate the Agreement by giving written notice within 14 days of receiving notice of the increase, with such termination to take effect at the end of the 30-day notice period. If the Customer does not provide notice of discontinuation or termination, the revised Integrated Service Fees will take effect at the end of the 30-day notice period. Failure to notify BNDRY of discontinuation or termination within the notice period will be taken as acceptance of the revised Integrated Service Fees.
  7. The revised Fees will be determined in accordance with this clause 5 and, once agreed in writing, will be deemed incorporated into this Agreement without the need for further action by the parties.

5.2 GST

If GST is or becomes payable on any party making a supply under this Agreement, the parties agree that:

  1. consideration for the supply is to be considered exclusive of GST; and
  2. BNDRY may recover from the recipient an additional amount equal to the consideration for the supply multiplied by the prevailing GST rate.

6. Intellectual Property

6.1 Software Licence

Subject to compliance with this Agreement, BNDRY grants the Customer and its Related Bodies Corporate:

  1. a worldwide, non-exclusive, revocable, royalty-free, non-transferable, non-sublicensable license;
  2. for the Term,
  3. to use the Software and the BNDRY Materials strictly for the Approved Purpose and on the terms set out in this Agreement.

The licence granted hereunder by BNDRY will be automatically revoked and will immediately terminate upon the termination or the expiration of this Agreement.

6.2 BNDRY Material

  1. BNDRY owns all rights, title and interest (including Intellectual Property Rights) in and to all BNDRY Material.
  2. The Customer must not, and must ensure that its employees, officers, agents and Permitted Users do not, use BNDRY Material for any purpose other than the Approved Purpose.

6.3 Background IP

Each party will retain all rights, title and interest in and to its own Background IP. Other than as expressly set out in this Agreement, neither party acquires any right, title, or interest in or to the Background IP of the other party.

6.4 Developed IP

BNDRY owns all rights, title and interest (including Intellectual Property Rights) in and to any Developed Material.

6.5 Intellectual Property Rights Warranties

The Customer represents, warrants and undertakes to BNDRY that:

  1. to the extent that any Customer Material or Customer Data contains Personal Information, it has obtained the necessary consents required to transfer or permit access to this Personal Information as contemplated herein;
  2. it acknowledges that BNDRY has limited control or visibility over the content of Customer Data and has therefore made reasonable steps to ensure that neither Customer Material nor Customer Data contains any material which is unlawful or would cause either party to be in breach of Law;
  3. it will, in the event of an inquiry or investigation into the content of Customer Material or Customer Data by a regulatory, judicial or government body or any other third party with a legitimate interest in the matter, provide any information or cooperation requested by BNDRY or the aforementioned parties for the purpose of responding to same; and
  4. BNDRY shall not be liable for, and is released of all liability relating to, the content of any Customer Data, the Customer's failure to comply with this clause 6.5 or any breach of a representation or warranty under this clause 6.5.

6.6 Infringement Claim

Subject to Law, in the event of an Infringement Claim, the party who is being threatened with or has received an Infringement Claim (Indemnified Party) in relation to the other party's (Indemnifying Party) Intellectual Property, must:

  1. promptly notify the Indemnifying Party of the Infringement Claim in writing;
  2. use its best endeavours to mitigate any Loss;
  3. update and consult with the Indemnifying Party about the progress of the Infringement Claim in good faith;
  4. not make any admissions or take any action in relation to the Infringement Claim without the Indemnifying Party's prior written consent (such consent not to be unreasonably withheld or delayed);
  5. permit the Indemnifying Party control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the Infringement Claim; and
  6. reasonably cooperate with, assist and act at all times in accordance with the reasonable instructions of the Indemnifying Party in relation to the Infringement Claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

6.7 Indemnity

Each party ("Indemnifying Party") must indemnify the other party ("Indemnified Party") against any direct loss, claim, damage, expense, cost, proceeding, liability or charge of any nature sustained or incurred by the Indemnified Party:

  1. as a result of an Infringement Claim; or
  2. as a result of the Indemnifying Party's material breach of clause 3.3 or 6.5, except to the extent that the Loss is directly attributable to the fraud, gross negligence, breach of law or wilful misconduct of the Indemnified Party or its Representatives.
  3. the Customer shall not bring any claims against BNDRY, and shall indemnify BNDRY in full in respect of any claims (including legal costs), which arise in connection with the Customer not meeting its regulatory and legislative obligations, or the Software not being fit for the Customer's purpose.

7. Privacy, Customer Data and Security

7.1 Privacy

  1. BNDRY handles Personal Information in accordance with the Identitii Privacy Policy, available at identitii.com/legal/governance. The Privacy Statement, available on BNDRY's website, summarises how BNDRY handles information collected from visitors to its websites and social media pages. Personal Information that BNDRY processes on the Customer's behalf is governed by the Data Processing Agreement.
  2. Each party must:
    1. comply with all applicable Privacy Laws in relation to Personal Information;
    2. only use or disclose Personal Information to the extent necessary to provide, use or receive the Software (unless otherwise required by Law);
    3. ensure any person to whom it discloses Personal Information is aware of and complies with the obligations under this clause 7.1;
    4. not do any act, engage in any practice, or omit to do any act or engage in any practice that:
      1. would result in a breach of a Privacy Law; or
      2. would cause the other party to breach or be taken to breach a Privacy Law; and
    5. take all reasonable steps to protect any Personal Information provided to it under the Agreement from misuse, loss, unauthorised access, modification or disclosure.
  3. BNDRY may disclose Personal Information to its Representatives for the purposes of providing the Software.
  4. Subject to clause 12, each party agrees to indemnify and keep the other party indemnified against all Losses incurred by the other party as a direct result of any breach by it of its obligations under this clause 7.1.

7.2 Customer Data

  1. The Customer is the owner of all Intellectual Property Rights in and to the Customer Data.
  2. The Customer grants BNDRY a non-exclusive, non-transferable, royalty-free licence to access, use, process, and store Customer Data solely to the extent necessary to provide the Services under this Agreement, comply with applicable law, and maintain records as required by law. BNDRY may sublicense these rights to its approved sub-processors, provided those sub-processors are subject to obligations no less protective than those in this Agreement. This licence terminates upon expiry or termination of this Agreement, subject to any retention obligations imposed by law.
  3. BNDRY may create anonymised or de-identified statistical data from the Customer Data and usage of the Software or Support Services, including through aggregation. Once anonymised, BNDRY may use it for its own purposes. These may include (but are not limited to) to provide and improve its services, to develop new services or product offerings or to identify business trends.
  4. If BNDRY deals with any Customer Data under this Agreement, BNDRY will:
    1. process and use the Customer Data in accordance with the Agreement and the Customer's reasonable and written lawful instructions, save where otherwise required under law, judicial or regulatory ruling, for the purposes of cooperating or consulting with a Regulator or for the purpose of investigating potential fraud, breach of law, breach of the Agreement or misuse of the Software; and
    2. use all reasonable endeavours to implement technical and organisational measures to protect the Customer Data from Data Breaches that are appropriate and conform with industry practice data protection techniques.
  5. The Customer acknowledges and agrees that:
    1. BNDRY may engage third party suppliers, agents, advisors, service providers or contractors to assist BNDRY in delivering the Software and/or Support Services; and
    2. BNDRY remains fully responsible for acts and omissions of its agents and subcontractors in connection with the Agreement as if they were the acts and omissions of BNDRY;
    3. subject always to clause 7.1, BNDRY may permit such persons to access the Customer Data, only as necessary for the subcontractor to deliver the products or services to BNDRY and for the Customer.

8. Confidential Information

8.1 Protection of Confidential Information

Each party must keep confidential any Confidential Information disclosed to it or made available to it by the other party.

8.2 Permitted Disclosures

The Customer or BNDRY (Disclosing Party) may disclose the Confidential Information on the following terms:

  1. to their Representatives on a need-to-know basis for the purposes of the Agreement and subject to the Disclosing Party taking reasonable steps to ensure that their Representatives are fully aware of the confidential nature of the Confidential Information before the disclosure is made;
  2. except where immediate disclosure is required, with the other party's prior written consent, which must not be unreasonably withheld;
  3. as required to be disclosed by any Laws or the listing rules of any stock exchange where that party's securities are listed or quoted; or
  4. as expressly permitted by this Agreement.

8.3 Removal of Confidential Information

At the request of the party to whom the Confidential Information belongs, each party must take reasonable steps to deliver, erase, or destroy all electronic and physical documents in its possession or control that contain Confidential Information.

8.4 Return Exceptions

A party may retain the other party's Confidential Information for the purpose of:

  1. complying with any Law;
  2. litigation;
  3. internal quality assurance, corporate governance and record-keeping; or
  4. performing its obligations or exercising its rights under this Agreement,

provided it retains the Confidential Information in a secure manner and disposes of it in accordance with clause 8.3 when it is no longer required.

8.5 Announcements

  1. BNDRY may make a press release, announcement or other public notification in relation to the Agreement or the Software with the prior written consent of the Customer, unless such release, announcement or public notification is required in accordance with any Laws or listing rules applicable to BNDRY.
  2. The Customer agrees that BNDRY may use or reproduce any of the Customer's trade marks or branding for any lawful purpose subject to consulting with, and agreement by, the Customer.
  3. The Customer agrees that despite subparagraph (b), BNDRY may use the Customer's name and logo on its website, advertising materials, prospectus or investor documents that are provided by Customer, for the sole purpose of identifying the Customer as a customer of BNDRY.

9. Warranties

BNDRY makes no representations or warranties regarding the Software being fit for the Customer's purposes and expressly excludes same hereunder.

9.1 Mutual Warranties

Each party represents and warrants to the other party as at the date of the Agreement and at all times during the Term that:

  1. (if a corporation) it is validly incorporated;
  2. (if a corporation) it has taken all corporate action necessary to authorise the execution of the Agreement to render the Agreement legally enforceable in accordance with its terms;
  3. all authorisations and consents, including by any government agency, that are required or will be required to execute and perform the obligations under the Agreement have been lawfully obtained;
  4. it has full legal capacity, power and authorisation to enter into this Agreement;
  5. the execution and performance by it of the Agreement does not breach its Constitution, any agreement binding on it or any applicable Laws; and
  6. it has disclosed any and all information concerning it which could reasonably be regarded as affecting the decision of the other party to enter into this Agreement.

9.2 No Warranties in Relation to Result

BNDRY makes no further warranty and, in particular, does not warrant that:

  1. any result or objective, can or will be achieved or attained at all by the use of the Software or BNDRY Materials;
  2. the Software and BNDRY Materials will at all times be completely free from viruses or other unauthorised malicious code, however, BNDRY does warrant that the Software and BNDRY Materials are, to the best of its knowledge, substantially free of such viruses or other unauthorised malicious code;
  3. the Software will be uninterrupted, error-free, and available at all times;
  4. the Software and BNDRY Materials will be fit for the Customer's purpose; or
  5. the Software will ensure the Customer's compliance with any applicable law or reporting obligation.

9.3 No Advice Provided

At all times, the Customer agrees and acknowledges that BNDRY:

  1. has not provided it with any financial, legal or regulatory advice;
  2. has not reviewed, considered, or advised on any of the regulatory requirements, reporting obligations or laws which may or may not apply to the Customer; and
  3. is providing the Software to the Customer following the Customer's own due diligence and testing of the Software and in accordance with the Customer's instructions.

10. Termination

10.1 Termination Upon Notice

Either party may terminate the Agreement in whole or in part at will by giving at least 60 days' written notice to the other party.

10.2 Termination for Cause

Either party may terminate the Agreement immediately by written notice if the other party:

  1. commits a material breach of the Agreement that is not capable of remedy;
  2. commits a material breach of the Agreement and, if the breach is capable of remedy, does not remedy that breach within 30 days after receipt of notice of the breach (or any further time allowed by the party);
  3. fails to pay an outstanding amount due and payable hereunder within 14 days of receiving notice of same;
  4. breaches any warranty or representation under this Agreement; or
  5. suffers an Insolvency Event.

10.3 Effect of Termination

  1. If this Agreement is terminated hereunder, then the Platform Service Fees for the remainder of the Initial Term following termination will become immediately due and payable by the Customer to BNDRY.
  2. On termination, all money owing by the Customer to BNDRY under the Agreement for the Software and Support Services provided by BNDRY up to the effective date of termination will immediately become due and payable by the Customer to BNDRY.
  3. The Customer must:
    1. subject to clauses 8.3 & 8.4, promptly, and in any event, within 2 Business Days return or destroy (at BNDRY's election) all Materials and Confidential Information given or made available to it by BNDRY; and
    2. if requested by BNDRY, promptly provide a signed declaration that it has complied with its obligations under subparagraph (c)(i).
  4. Without limiting the rights of either party under this Agreement, and notwithstanding anything else in this clause 10.3, if the Customer terminates this Agreement pursuant to clauses 10.2, 5.1(e)&(f), and 14(b), then BNDRY must repay all pre-paid fees paid by the Customer for Services that will not be provided from the effective date of termination; and in all other circumstances, clause 5.1(c) shall apply.

10.4 Preservation of Rights

Expiry or termination of the Agreement for any reason does not affect any rights of either party against the other which arose prior to the time at which such termination or expiry occurred, or which otherwise relate to, or which may arise at any future time for any breach or non-observance of obligations under the Agreement occurring prior to the termination or expiry.

11. Liability and Exclusion

11.1 Limitation of Liability

  1. To the fullest extent permitted by law, the total liability of BNDRY to any other party under or in connection with the Agreement in respect of all Claims will not exceed the Platform Service Fees paid or payable in the 12 months immediately prior to the Claim.
  2. The parties agree that the limitation of liability in clause 11.1(a) does not apply in respect of the indemnities set out in clause 12.1.

11.2 Exclusion of Consequential Loss

Neither party is liable to the other for any kind of indirect or Consequential Loss or damage, including Loss or corruption of the Confidential Information, copies, or backups, arising out of or in connection with this Agreement.

11.3 Australian Consumer Law

Nothing in the Agreement is intended to limit or exclude the consumer guarantees or rights which cannot be excluded under the Australian Consumer Law.

12. Indemnities

12.1 BNDRY Indemnities

BNDRY agrees to indemnify and hold the Customer harmless from and against all Loss the Customer incurs as a direct result of any third party claim against the Customer alleging that the Software infringes the Intellectual Property Rights of any person. However, BNDRY will not indemnify the Customer:

  1. to the extent the Customer's breach of this Agreement (including clause 3) contributed to the Claim;
  2. where the Customer uses the Software in a manner which is unauthorised or contrary to this Agreement;
  3. where the infringement arises due to the Customer's failure to use an Update made available by BNDRY; or
  4. where the Customer does not comply with any specifications or directions provided by BNDRY relating to the Software.

12.2 Client Indemnities

The Customer indemnifies BNDRY, and holds BNDRY harmless from and against all Claims and Loss it or its Representatives incurs or suffers as a result of:

  1. a material breach of this Agreement by the Customer, to the extent such breach is within the Customer's reasonable control;
  2. a representation or a warranty made by the Customer under this Agreement being untrue or incomplete at the time it was made, where the Customer knew or ought reasonably to have known that it was untrue or incomplete;
  3. any use of the Software for a purpose other than the Approved Purpose; and
  4. any negligent act or omission, fraud, breach of law or wilful misconduct by the Customer, its Representatives, to the extent such act or omission is within the Customer's reasonable control and the Customer failed to take reasonable steps to prevent it.

13. Dispute Resolution

13.1 Dispute Resolution

A party claiming that a dispute has arisen in respect of the Agreement must notify the other party in writing specifying the nature of the dispute.

Within seven (7) days after receipt of the notice, the representatives of each party will meet to negotiate in good faith to seek resolution of the dispute. If the representatives resolve the dispute, their agreement will be recorded in writing and will be binding on both parties.

13.2 Mediation

  1. If, within twenty (20) Business Days, the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for mediation.
  2. The parties agree to negotiate in good faith to agree on the appointment of a mediator, or failing agreement, as appointed by the President of the Law Society of New South Wales.
  3. The costs of the mediator are to be borne equally between the parties.
  4. If the dispute cannot be resolved through mediation, either party may commence proceedings. Nothing in this clause 13 prevents either party from commencing any proceedings at any time for urgent interim relief in any court or tribunal having jurisdiction over such action or proceeding.

13.3 Bar to Proceedings

A party may not bring proceedings against another party before taking the steps outlined in clauses 13.1 and 13.2.

13.4 Urgent Action Permitted

Notwithstanding clause 13.3, nothing in this clause 13 shall prevent a party from seeking urgent relief from a court or judicial or regulatory body in the form of an injunction or declaration.

14. Force Majeure Event

  1. If a Force Majeure Event prevents BNDRY from providing the Software or any product or service under this Agreement, BNDRY will provide the Customer a written notice of the Force Majeure Event and the anticipated impact on its performance of its obligations under this Agreement.
  2. If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement by written notice to the other without penalty.
  3. Where the Agreement has been terminated in accordance with clause 14(b), any prepaid amounts paid by the Customer and for which goods, services or other consideration has not been received, must be refunded within sixty (60) Business Days after termination, unless the recipient for those amounts elects otherwise.

15. General

  1. A notice, consent, approval, waiver, or other communication provided in connection with the Agreement must be in writing. A notice must be given by email and is effective upon receipt.
  2. The Agreement represents the entire agreement between the parties and supersedes all prior discussions, negotiations, understandings, and agreements in relation to the subject matter of this Agreement.
  3. A provision of this Agreement, or right, power or remedy created under it, may not be varied except in writing signed by the party or parties to be bound.
  4. Neither party may assign or otherwise deal with all or any party of its rights or obligations under the Agreement without the other party's prior written consent (which may not be unreasonably withheld but which may be given subject to reasonable conditions).
  5. The Agreement does not create a relationship or agency, contractor, partnership, joint venture or employment between the parties. No party may act or hold itself out as having the authority to act as the agent or representative of another party or in any way bind or commit another party to any obligation.
  6. The Customer acknowledges that it is not, nor will it be, the exclusive customer to BNDRY for the Software.
  7. Part or all of any provision of the Agreement that is illegal or unenforceable will be severed from the Agreement and will not affect the continued operation of the remaining provisions of this Agreement.
  8. The rights, powers and remedies provided in the Agreement are in addition to those provided by Law independently of this Agreement, and each right, power and remedy provided in the Agreement (including any right of indemnity) is additional to and not exclusive of every other right, power or remedy provided in this Agreement.
  9. Termination or expiration in whole or in part of the Agreement does not affect those provisions and those obligations of a party which by their very nature survive termination, including clause 6 (Intellectual Property), clause 7 (Privacy, Customer Data and Security), clause 8 (Confidential Information), clause 10 (Termination), clause 11 (Liability and Exclusion).
  10. The Agreement is governed by the laws in force in New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

16. Definitions

In the Agreement the following definitions apply:

Agreement means the agreement between the Customer and BNDRY for the Software and other products or services, and comprises these Terms and Conditions, the Privacy Statement, Support terms, the Data Processing Agreement (Controller to Processor), and the applicable Customer Order Form agreed between the parties.

AML/CTF Legislation means all laws, regulations and judicial or regulatory rulings which pertain to the prevention of fraud, money laundering and counter-terrorism financing.

Approved Purpose means the lawful use of the Software by the Customer and its Permitted Users in the ordinary course of the Customer's business, for the purposes of promoting compliance with certain of its reporting obligations.

Australian Consumer Law means the Competition and Consumer Act 2010 (Cth) Schedule 2.

Background IP means Intellectual Property developed, owned by or licensed to a party as at the Commencement Date, or acquired or developed by a party before or during the Term, other than for the sole purpose of this Agreement, which that party has the right to license to third parties and which are necessary or desirable for the Software.

BNDRY means BNDRY Pty Ltd ABN 49 678 808 449, including its Representatives and Related Bodies Corporate.

BNDRY Material means any Material owned by BNDRY or licensed to BNDRY by a third party (a) before the Commencement Date or (b) developed by BNDRY or licensed to BNDRY independently from this Agreement; and provided to the Customer in connection with the Software, and includes:

  • the Software, including any Updates;
  • any modifications, revisions to or enhancements of BNDRY Material made after the Commencement Date; and
  • any Material derived from BNDRY Material after the Commencement Date.

Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

Claim means any claim, demand, remedy, suit, action, proceeding, right of action, claim for compensation or claim for abatement of any monetary obligation, whether arising under contract (including this Agreement), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise.

Commencement Date means the date on which the Customer enters into the Agreement with BNDRY by agreeing to these Terms and Conditions.

Confidential Information means all confidential, non-public or proprietary information exchanged between the parties before, on or after the Commencement Date relating to the business, Software, corporate, or other affairs of each party or which comes into a party's possession pursuant to, or as a result of, any negotiations or discussions in connection with the Agreement including the existence, nature and terms of this Agreement, whether disclosed verbally, in writing, in electronic form or by any other means.

Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the date of the Agreement as a likely result of breach of the Agreement:

  1. incidental, special, remote, or unforeseeable loss or damage;
  2. loss of, damage to, breach of, or corruption of data;
  3. loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, but excluding loss of any amounts that would, but for the act or omission of a party, have otherwise been payable under this Agreement;
  4. costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or
  5. loss or damage of the nature set out above in clauses (a) to (d) (inclusive) that is incurred or suffered by or to a third party.

Customer means the party named as the Customer in the Customer Order Form and includes its Representatives and, where authorised by BNDRY, its Related Bodies Corporate.

Customer Data means any Material embodied in any electronic or tangible medium and which the Customer supplies to BNDRY through the Software or which is generated, collected, processed, stored or transmitted under this Agreement, including the Customer's Confidential Information and Personal Information.

Customer Material means all Material owned by the Customer or licensed to the Customer by a third party which is provided to BNDRY for the purposes of the Agreement and includes any modifications or revisions of the Customer Material made after the Commencement Date, excluding any BNDRY Material.

Customer Order Form means a document (including any schedule or annexure to it) agreed between the parties that sets out the commercial terms applicable to the Customer, including details such as the applicable Fees, Term, scope of access to the Software, integrated services, and any special conditions. Each Customer Order Form forms part of and is incorporated into this Agreement.

Data Breach means any actual or reasonably suspected unauthorised access to, or loss, misuse, interference, modification or disclosure of, Customer Data. A Data Breach affecting Personal Information processed under the Data Processing Agreement is a Security Incident as defined in that agreement, and is assessed under clause 7.2 of that agreement to determine whether it is an eligible data breach for the purposes of the Privacy Act 1988 (Cth).

Developed Material means any software, documentation and all other Materials developed by or on behalf of BNDRY under this Agreement and may include customisations of the Software undertaken for the Customer's purposes or pursuant to the Customer's instructions. Developed Material excludes (a) Customer Background IP; and (b) BNDRY Material.

Fees means the fees specified in the Customer Order Form, and includes Platform Service Fees and, if applicable, Integrated Service Fees.

Force Majeure Event means any event, occurrence, or circumstance outside the reasonable control of a party regardless of whether it is reasonably contemplated by the parties at the Commencement Date as a likely result of a breach of the Agreement.

Further Term means a period of 12 months, as renewed in accordance with clause 2(b).

Government Agency means a government or any governmental, semi-governmental, legislative, administrative, fiscal, quasi-judicial or judicial entity, authority, regulator, department or other body, whether foreign, federal, State, Territorial or local (including any self-regulatory organisation established under statute or any stock exchange).

GST has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Information System means a discrete set of information resources organised for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Infringement Claim is:

  • where BNDRY is the indemnifying party, any actual, threatened, or potential Claim by a third party that the supply or use by the Customer of the Software or BNDRY Material infringes any Third Party IP; or
  • where the Customer is the indemnifying party, any actual, threatened, or potential Claim by a third party that the provision of Customer Material or its use by BNDRY in accordance with the Agreement infringes any Third Party IP.

Initial Term means a period starting on the Commencement Date and continuing for the period of 12 months.

Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.

Integrated Service Fees means the fees payable for the integrated services as set out in the Customer Order Form.

Intellectual Property (Rights) means all industrial and intellectual property rights, including any patents, designs (whether registered or unregistered), copyright (including future copyright), trade or service marks (whether registered or unregistered), trade secrets, know-how, semi-conductor or circuit layout rights, or other proprietary rights or related rights, existing worldwide, and any licence, consent, application or right, to use or grant the use of, or apply for the registration or renewal of, any of the rights referred to in the foregoing, and includes any rights subsisting in or relating to Confidential Information, trade secrets, know how, inventions, discoveries, programming tools, object code, source code, microcode, methods, techniques, formulae, algorithms, modules, libraries and databases.

Law means any rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation of New South Wales, Australia.

Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs.

Material means material in whatever form, including without limitation documents, specifications, reports, products, equipment, information, data, graphic layouts, images, know-how, technique, methodologies, improvements, writings, processes, formulas, works, systems, models, algorithms, codes, programs and research and software provided in connection with this Agreement.

Permitted User means any person(s) who:

  • is required by the Customer to access the Software, but only to the extent needed to enable the Customer to achieve the Approved Purpose; and
  • have been granted permission to use the Software by either BNDRY or the Customer, by way of being provided login credentials.

Personal Information has the meaning given in the Privacy Act 1988 (Cth), and includes Sensitive Information as defined in that Act.

Platform Service Fees means the subscription fees payable for the Software as set out in the Customer Order Form.

Privacy Laws means all domestic and international laws, rules, regulations and regulatory guidance (to the extent that such legislation applies to the Customer or BNDRY or any other recipient of Personal Information) relating to privacy, data security, cybersecurity, anti-spam and the collection, storage, use and disclosure of Personal Information, as applicable to either party.

Regulators means any governmental, regulatory, supervisory or enforcement authority with jurisdiction over a party or its activities, including:

  • Australian Securities and Investments Commission (ASIC)
  • Australian Prudential Regulation Authority (APRA)
  • Australian Transaction Reports and Analysis Centre (AUSTRAC)
  • New Zealand Financial Intelligence Unit (NZ FIU)
  • Office of the Australian Information Commissioner (OAIC)
  • Reserve Bank of Australia (RBA)
  • Australian Cyber Security Centre (ACSC)

A reference to a Regulator includes any body that replaces it or substantially assumes its functions.

Related Body Corporate has the meaning given by the Corporations Act 2001 (Cth).

Representative means, in respect of a party, any person acting for or on behalf of the party and includes any director, officer, employee, agent, contractor or subcontractor of the party.

Software means the software and other applications made available to the Customer by BNDRY, and includes any applicable feature and functions, Updates, any Material explaining the Software and any Third Party IP, but only to the extent such Material is licensed to BNDRY and provided or made available in connection with the Software.

Support Services means corrective action taken by BNDRY in response to a request made by the Customer due to the occurrence of an incident or problem with the Software.

Taxes means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any government agency, together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the overall net income of the Customer or BNDRY, but excluding GST.

Term means the aggregate of the Initial Term and any Further Terms.

Terms and Conditions means these Terms and Conditions.

Third Party IP means Intellectual Property in Material owned by a third party.

Timely manner means a reasonable and appropriate period within which a specific action or task is expected to be completed. In the given context of security and software vulnerabilities, resolving an issue in a timely manner implies addressing and remedying the vulnerability within a timeframe that is considered reasonable and necessary to mitigate potential risks and prevent adverse consequences. The specific definition of a "timely manner" may be outlined in policies or standards.

Update means software which has been provided or produced to alter, improve or add to the functionality of the Software or to overcome defects.

17. Interpretations

In this Agreement:

  1. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  2. words such as including or for example do not limit the meaning of the words preceding them;
  3. a reference to a document or instrument, including this Agreement, includes all of its clauses, paragraphs, recitals, parts, schedules, and annexures;
  4. a party includes the party's successors and permitted transferees and assigns and if a party is an individual, includes executors and personal legal representatives;
  5. an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits them all jointly;
  6. no provision of the Agreement will be construed to the disadvantage of a party merely because that party was responsible for preparing the Agreement or including the provision in this Agreement;
  7. all monetary amounts are expressed in Australian Dollars ($AUD); and
  8. parties must perform their obligations on the dates and times fixed by reference to Sydney, New South Wales.