General Terms and Conditions

Version dated 06/02/2024

These terms and conditions apply to Free and Paid Users of SlaveCheck products and services.

By clicking “Sign Up” or "Register now" when registering to use a SlaveCheck product, you acknowledge that you have read and agree to these terms and conditions, the website terms, the privacy policy and the data processing addendum.

1. Definitions and Interpretation

Account means the user account created when each user enters their email address and password to access the Products.

Agreement means the agreement constituted between you and SlaveCheck comprising these terms and conditions, the website terms, the privacy policy and the data processing addendum (to the extent applicable) and in addition for Paid Users, the Offer.

Business Day means a day that is not a Saturday, Sunday or public holiday in the jurisdiction of the Customer.

Confidential Information of a party means any information marked as confidential or which by its nature the other party knows or ought to know is confidential (regardless of the form of the information and when it was acquired) and includes trade secrets, technical knowledge, concepts, designs, plans, precedents, processes, methods, techniques, knowhow, innovations, ideas, procedures, research data, financial data, databases, personnel data, computer software and programs, customer and supplier information, correspondence and letters and papers of every description including all copies or extracts of same relating to the affairs or business of the party.

Consequential Loss means:

1. loss of revenue, loss of profits, loss of anticipated profits or loss of (or failure to achieve) anticipated savings;

2. loss of actual or potential opportunities or loss of contracts;

3. loss of or damage to goodwill or reputation;

4. loss arising from damage to credit rating or increased financing costs;

5. loss of data or corruption of data;

6. loss arising from business interruption, a security breach, or loss or damage resulting from wasted management time; or

7. any indirect, punitive, special, economic, incidental or consequential loss or damage, howsoever arising, whether based in

contract (including under any indemnity), in tort (including negligence), in equity, under the provisions of any law or otherwise.

Control in relation to an entity, means the capacity to determine the outcome of decisions about the entity’s financial and operating policies.

Customer, “you” or “your” means Paid Users and Free Users (as applicable).

Customer Data means the data, information, content, and other materials (including Personal Information) supplied by the Customer to SlaveCheck or input by SlaveCheck into the SlaveCheck Products and/or Services under this Agreement.

Data Protection Requirements means any applicable legislation, regulation, statute or order which may apply from time to time relating to the collection, storage and use of Personal Information including (without limitation) the Australian Privacy Act 1988 (Cth), the Australian Privacy Principles, the UK Data Protection Act 1998, the European Union General Data Protection Regulation, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection (Processing of Sensitive Personal Data) Order 2000 and comparable laws, as the case may be in the applicable jurisdiction, or any amendments and/or re-enactments thereof.

Fees means the fees payable by a Paid User as detailed in the Offer.

Force Majeure Event means anything which prevents a party from performing, or delays the performance of, any of its obligations under the Agreement and is beyond the control of the affected party, including (without limitation):

1. a force of nature or act of God;

2. any strike, lockout, industrial action, war, sabotage, riot, act of terrorism, denial of service attack, insurrection, civil commotion,

national emergency, epidemic, pandemic, quarantine, radiation or radioactive contamination;

3. any action or inaction by a Government Agency;

4. a change in law; or

5. a breakdown of plant, machinery, equipment or telecommunications or shortages of labour, transportation, fuel, power, plant,

machinery, equipment or material.

Free User means a user who has been given access to SlaveCheck products and/or services free of charge.

GDPR means The General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and The Data Protection Act 2018 (UK);

Government Agency means any government or any public, statutory, governmental (including a local government),

supra-governmental, semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute.

Insolvency Event means, in relation to a party, where:

1. a receiver, manager, trustee or administrator is appointed over the assets or undertaking of the party;

2. the party suspends payment of its debts;

3. the party is unable to pay its debts when they are due;

4. the party enters into or resolves to enter into any arrangement, composition or compromise with a creditor;

5. the party ceases to carry on business;

6. any action is taken to appoint an administrator;

7. an application, order or action is made for the winding up or dissolution of the party, otherwise than for the purpose of a corporate

reorganisation; or

8. a party is presumed to be insolvent under any applicable statute, or threatens to do any of (1) – (7).

Intellectual Property Rights means all intellectual property rights, conferred by statute, common law or equity in or in relation to trademarks, patents, copyright, designs and domain names, and any application or right to apply for registration of any of these rights.

Offer means the Offer of SlaveCheck Products and Services provided to Paid Users.

Paid User means a Customer that has submitted a signed Offer and paid the Fees detailed in the Offer.

Personal Information has the meaning given in the Data Protectionequirements. Products means any technology product supplied by SlaveCheck to the Customer. SaaS means Software as a Service.

Services means services ancillary to the supply of Products, including but not limited to:

1. Advisory services;

2. Assistance with supplier onboarding;

3. Assistance with supplier and customer communications;

4. Product training and support;

5. Support with the drafting of the Customer’s modern slavery statement.

SlaveCheck, “our”, “us” or “we” means The SlaveCheck Foundation Ltd (a Registered Charity incorporated in Australia, ACN 667 720 854 of 43 Figtree Avenue, Randwick NSW 2031, Australia.

SlaveCheck Infrastructure means any property or equipment (including computer hardware and software, electronic interfaces, platforms, databases, text, images, sounds, videos and other content) owned or used by SlaveCheck which enable the Customer to access the Products or Services.

SlaveCheck Software means all software in the Products, Services and SlaveCheck Infrastructure.

Subscription means the software license for the Products granted under this Agreement.

Tax means any sales tax, value added tax (VAT), goods and services tax (GST) or similar tax in any applicable jurisdiction.

Term means the Initial Term and/or any Renewal Term as specified in the Offer.

User means any person or entity that uses SlaveCheck Products or Services.

2. Formation and Term

2.1 When you purchase SlaveCheck Products and Services as a Paid User or use SlaveCheck Products and Services as a Free User and you click ‘I accept’ (or similar), the Agreement between SlaveCheck and the Customer is formed and commences:

(a) in the case of Free Users, upon the Free User’s first use of a SlaveCheck Product or Service; and

(b) in the case of Paid Users, on the date the Offer is signed.

For the purpose of this Agreement, the date of commencement of this Agreement for both Free Users and Paid Users is referred to as the “Commencement Date” and the term of the Agreement set out above is the ‘Initial Term’.

2.2 The Paid User licence will automatically revert to a Free User licence at the end of the Initial Term unless the Customer has executed another signed Offer to extend the Paid User licence (‘Renewal Term’) prior to the expiration of the Initial Term.

2.3 You warrant that you have the authority to enter into this Agreement and bind the Customer to the Agreement.

2.4 You acknowledge and agree that you are responsible for ensuring your Users are aware of and comply with this Agreement.

3. Supply of Products

3.1 SlaveCheck agrees to supply, and the Customer agrees to access, the Products and Services specified in the signed Offer (in the case of Paid Users) or otherwise made available to Free Users as outlined in this Clause 3.

3.2 We may make changes, modifications and updates to the Products from time to time including adding, changing or removing functionality or features, as long as there is no material degradation of the Products.

3.3 Products may only be used by the Customer and its registered Users and must not be copied, reproduced, modified, reverse engineered, decompiled, used to create other works, or disassemble any programs contained in the Products.

3.4 We represent and warrant that Products and Services will be supplied and supported by appropriately qualified and trained personnel acting with due care and diligence.

3.5

(a) You acknowledge and agree that you are solely responsible for determining whether the Products and Services are suitable for your needs, including any output generated by the Products. SlaveCheck Products, Services and any output generated by them are intended only to assist you with your compliance with applicable modern slavery laws and/or any other applicable laws and regimes that our Products may relate to from time to time, and are not to be considered as a substitute for professional advice. You remain solely liable and responsible for your compliance with applicable modern slavery laws.

(b) The warranties provided in clause 3.4 are exhaustive and you acknowledge and agree that subject to any express warranties in this Agreement, the Products are provided “as is” without any other warranty or condition, express, implied or statutory, including any warranties or representations relating to title, quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use, non-infringement or security and operation, to the maximum extent permitted by law.

(c) We do not guarantee continuous, uninterrupted access to the Products as the Products, being SaaS technology that relies on complex connectivity between the SlaveCheck Infrastructure and third party systems via the internet, may be interfered with by numerous factors outside of our reasonable control.

3.6 The Customer and its Users must maintain adequate security to ensure that no other person gains access to its Account.

3.7 The Customer is solely responsible for:

(a) all activity and transactions on the Account by the Customer or any of its authorised Users;

(b) using all reasonable endeavours to prevent any unauthorised access to the Account; and

4. Fees

4.1 Free Users can use the Products and Services available to them without payment of Fees.

4.2 Paid Users will pay the Fees on the Terms outlined in the Offer. Payment must be made in cleared funds without set- off, counterclaim or deduction of any kind, including in respect of levies, import duties or other charges including bank charges or fees.

4.3 To the extent permitted by law, Fees paid in advance are non-refundable unless the Agreement is terminated as per Clause 12 in which case subscription fees paid by Paid Users will be refundable on a pro-rata basis for the remaining Term of the subscription. For clarification, fees for onboarding, training and/or other Services are non-refundable, to the extent these Services have not been performed at the time of termination.

5. Customer obligations

The Customer must:

i. only input, upload or provide SlaveCheck with content or data that it owns or has been granted permission by the owner to use;

and

ii. provide SlaveCheck with all information, assistance and co-operation reasonably requested by SlaveCheck in order to enable

SlaveCheck to meet its obligations under the Agreement.

6. Maintenance and Suspension

6.1 We may perform scheduled and unscheduled maintenance on the Products from time to time. We will use reasonable efforts to give you notice before undertaking any scheduled maintenance that might impact on the operability of the Products.

6.2 We may suspend a Product, or access to the SlaveCheck Infrastructure, if and for as long as it is necessary to comply with any law, protect any person, system or equipment from harm, or to enable authorised persons to attend to an emergency. Where reasonably practicable, we will notify you in advance of such suspension.

7. Product Support

7.1 We will provide reasonable Product support to you and your Users as soon as possible and not later than next Business Day.

7.2 You must treat all SlaveCheck staff with respect and refrain from engaging in any abusive, aggressive or vexatious behaviour towards SlaveCheck’s representatives. You acknowledge and agree that a breach of this clause 7.2 is a material breach of the Agreement.

8. Faults

The Customer must report any faults in the Products to SlaveCheck without undue delay.

9. Privacy and data protection

9.1

(a) The purpose of SlaveCheck’s processing of Personal Information is the supply of the Products and/or Services pursuant to the Agreement. To the extent the GDPR applies in respect of the Products and/or Services, the parties acknowledge and agree that:

i. the Customer is the controller and SlaveCheck is the processor of such Personal Information (as those terms are defined under

the GDPR); and

ii. the data processing addendum, available here https://www.slavecheck.com/data-processing-addendum, will apply and is

incorporated into this Agreement.

(b) Each party must comply with the Data Protection Requirements.

9.2 The Customer must ensure that Personal Data is collected and supplied to SlaveCheck in a manner compliant with the Data Protection Requirements, including by providing all notices and obtaining all consents required in order for SlaveCheck to process Personal Data pursuant to the Agreement.

9.3 You acknowledge that the collection, use and storage of Personal Data and your Personal Information may be necessary for the perform of the Agreement, Our policies with respect to the collection and use of Personal Data are governed according to our privacy policy, available at https://www.slavecheck.com/privacy-policy, which is incorporated into this Agreement.

10. Confidentiality

10.1 Each party (Recipient) which receives Confidential Information of the other party (Disclosing Party) under the Agreement acknowledges that all Confidential Information provided to it, or to which it is exposed, is confidential to the Disclosing Party.

10.2 The Recipient acknowledges and agrees that the Confidential Information is, by virtue of its special nature, valuable property of the Disclosing Party and that the Disclosing Party may suffer damage or loss by any disclosure by the Recipient of the Confidential Information.

10.3 The Recipient must:

(a) treat all Confidential Information as confidential and subject to clause 10.5 of this Agreement, must not make it public or disclose it to

any other person unless it has first obtained the written consent of Disclosing Party;

(b) prevent third parties from gaining access to the Confidential Information; and

(c) upon the Disclosing Party’s request or expiry or termination of the Agreement, deliver and surrender to the Disclosing Party all

records of Confidential Information held by it.

10.4 The Recipient may disclose Confidential Information if required to do so by a Government Agency or any law or court order, or the rules of any applicable securities exchange after first giving notice to Disclosing Party and after taking all practicable steps to co-operate with the Disclosing Party to limit the disclosure to the maximum extent permitted by law.

10.5 Each party may disclose Confidential Information to any of its employees, contractors or advisers on a need to know basis as long as each such recipient is bound by obligations of confidence substantially the same as contained in this Agreement.

10.6 The obligations under this clause 10 shall not apply to Confidential Information which, before or after the date of this Agreement:

(a) is publicly known and made generally available in the public domain through no breach of the Agreement by the Recipient;

(b) is already in the possession of the Recipient at the time of disclosure by the Disclosing Party as shown by the Recipient’s files and

records immediately prior to the disclosure;

(c) is acquired or received by the Recipient from a third party lawfully in possession of such information and without breach of such

third party’s obligations of confidentiality to the Disclosing Party; or

(d) is independently developed by the Recipient without use or reference to the Disclosing Party’s Confidential Information, as shown

by documents and other competent evidence in the Recipient’s possession.

11. Intellectual Property Rights

11.1

(a) All Intellectual Property Rights which are owned by the parties as at the Commencement Date will at all times remain owned by them exclusively and nothing in the Agreement may be construed as transferring the ownership of the Intellectual Property Rights of one party to another.

(b) We grant you and your Users a non-exclusive, limited, revocable licence to use the Products and Services for the Term of the Agreement to obtain the benefit of the Products and Services and for your internal business purposes only.

11.2 The Customer:

(a) acknowledges and agrees that the SlaveCheck Software is SlaveCheck’s proprietary information in which SlaveCheck owns all

Intellectual Property Rights;

(b) must not attempt to modify or create any derivative work of the Products, Services or SlaveCheck Software;

(c) must not reverse assemble, disassemble, reverse engineer or otherwise attempt to access or derive the source code, the

underlying ideas, algorithms, structure or organisation of the Products, Services or SlaveCheck Software.

11.3 The Customer owns all rights (including Intellectual Property Rights), title and interests in and to the Customer Data input into SlaveCheck Products and/or Services and is solely responsible for the integrity, accuracy and quality of the Customer Data and how it acquires or accesses any such Customer Data.

11.4 The Customer acknowledges and agrees that any output and/or reports generated by SlaveCheck Products and/or Services are dependent on the integrity, accurate and quality of the Customer Data.

11.5 The Customer grants to SlaveCheck avroyalty-free, non-exclusive licence during the Term, to use the Customer Data to the extent necessary to provide the Products and/or Services and/or perform its obligations under this Agreement.

12. Termination

12.1 You may terminate the Agreement:

(a) if we commit a material breach of the Agreement and either:

i. the breach is not remedied within 14 days of the date written notice of the breach is served on us; or

ii. the breach is not capable of remedy and you have provided us with reasonable notice of the breach;

(b) immediately if we suffer an Insolvency Event;

(d) at any time after the Initial Term.

12.2 We may terminate the Agreement:

(a) if you have committed a material breach of the Agreement and either:

i. the breach is not remedied within 14 days of the date written notice of the breach is served on you; or

ii. the breach is not capable of remedy and we have provided you with reasonable notice of the breach;

(b) immediately if you suffer an Insolvency Event; and

12.3 If you wish to retain any SlaveCheck Data stored in the Products, it must be downloaded prior to termination of the Agreement. We

will assist you to ensure that all your SlaveCheck Data is either destroyed or returned to you.

13. Force Majeure

13.1 No liability

Where any failure or delay by a party (Affected Party) in the performance of its obligations (excluding payment obligations) under this Agreement is caused, directly or indirectly, by a Force Majeure Event:

(a) the Affected Party must as soon as practicable give the other party written notice of that fact;

(b) the Affected Party is not liable for that failure or delay; and

(c) the Affected Party’s obligations under this Agreement is suspended, to the extent to which they are affected by the relevant Force

Majeure Event, for the duration of the Force Majeure Event.

13.2 Termination for Force Majeure Event

If the Force Majeure Event continues for more than 30 consecutive days and while it continues, either party may terminate this Agreement by giving written notice to the other.

14. Limitation of Liability

14.1 SUBJECT TO SECTION 14.3, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR OTHER CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING LOSS OF ANTICIPATED REVENUE OR LOSS OF ANTICIPATED PROFITS, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY MAY BE BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF RECOVERING SUCH LOSS OR DAMAGES.

14.2 SUBJECT TO SECTION 14.3 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY, IN EACH TWELVE (12) MONTH PERIOD, UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES PAID TO SLAVECHECK BY CUSTOMER, IN THE TWELVE (12) MONTHS PRIOR TO THE LIABILITY FIRST ARISING.

14.3 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT A PARTY’S LIABILITY FOR: (A) FRAUD OR A FRAUDULENT MISREPRESENTATION MADE BY A PARTY; (B) LIABILITY THAT MAY NOT BE LAWFULLY LIMITED OR EXCLUDED; (C) SLAVECHECK’S LIABILITY UNDER ITS INDEMNIFICATION OBLIGATIONS HEREUNDER OR FOR ITS BREACH OF APPLICABLE LAWS, CONFIDENTIALITY OR A WRITTEN GUARANTEE.

14.4 ANY GUARANTEES GIVEN BY EMPLOYEES OF SLAVECHECK SHALL NOT BE EFFECTIVE UNLESS CONFIRMED IN WRITING BY ITS MANAGEMENT.

15. Indemnification

SlaveCheck hereby agrees to indemnify, defend, and hold Customer, its affiliates, subsidiaries and their respective officers, directors, members, employees, and agents harmless from and against any and all direct liability, damage, loss, cost, or expense (including but not limited to reasonable attorneys’ fees and expenses) arising out of, or in connection with any:

(a) gross negligence or willful misconduct by SlaveCheck;

(b) violation/infringement or alleged violation/infringement of any patent, copyright, or other proprietary rights, including without

limitation rights of privacy of another as a result of SlaveCheck’s performance.

(d) SlaveCheck’s breach of any representation, warranty or undertaking given hereunder.

16. Disputes

16.1 The parties must exhaust the following provisions before initiating any legal proceedings.

(a) When a dispute arises, the disputing party must give notice in writing to the other party setting out in detail the nature of the

dispute.

(b) The parties must use reasonable endeavours and act in good faith to resolve the dispute notified under clause (a) by negotiation

between a senior manager of each of them and for a period of at least 20 Business Days.

16.2 Nothing in this clause 17 prevents any party from seeking urgent interlocutory relief from a court at any time.

17. General

17.1 The Agreement, and any rights, obligations or licenses pursuant to it, may not be assigned without the prior written consent of

each of the parties.

17.2 To the extent you are a corporate entity and you experience a change in Control and the new controller is (a) a competitor to

SlaveCheck or (b) poses a material threat to SlaveCheck’s business, we may terminate the Agreement and the supply of any

Products or Services by providing you with reasonable prior written notice.

17.3 A notice required or permitted to be given by either party must be provided in writing and in English.

17.4 The Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of its

courts.

17.5 The Agreement may be amended or varied by written agreement between the parties.

17.6 The Agreement is the whole agreement between the parties and supersedes all oral and written communications by or on behalf

of any of the parties in relation to the subject matter of the Agreement.

17.7 The provisions which are capable of having effect after termination of the Agreement will remain in full force and effect.

17.8 If any part of the Agreement is legally unenforceable, the Agreement does not include it and the remainder of the Agreement

continues in full force.

17.9 The Agreement does not create any relationship of partnership or employment, franchise, joint venture or agency between the

parties.

17.10 A delay or failure by a party in exercising a right, power or remedy arising under, or in connection with, the Agreement will not

be considered a waiver of such party’s right, power or remedy.

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