greenID Product Terms

These Product Terms are supplementary to the General Terms agreed by the Parties and referenced in the Order Form and together shall apply to the greenID product.
Additional Terms may also apply depending on the specific Datasets purchased from GBG. These Additional Terms shall form part of the Agreement where the relevant Datasets are selected on the Order Form.

1. DEFINITIONS AND INTERPRETATION

1. In these Product Terms the following definitions shall apply:
  “Additional Services” means services which are not directly covered by the Agreement and may be subject to Additional Terms as set out at Schedule 3.4.
  
  “Annexure” means a document which is annexed or attached to these Product Terms and is identified as an annexure, attachment or schedule, and may include any addendum, amendment, appendix, file attachment, variation or URL/hyperlink.
  
  “Annual Commitment” where selected on the Order Form, means a commitment by the Customer to pay to GBG Charges that are equal to or greater than the sum specified on the Order Form during each contractual year of the Initial Term.
  
  “Basic Information” means the User's name, address and date of birth (and any changes or updates thereof).
  
  “Batch Service” means the processing and enhancement of Input Materials by GBG and the delivery of Results to the Customer by data file.
  
  “Compliance Requirements” means applicable laws regarding anti-bribery, anti-corruption, modern slavery or human trafficking.
  
  “Consequential Losses” means any loss or damage which is indirect, consequential, special, exemplary or incidental, any loss of profits, revenue, anticipated saving or business opportunity, damage to goodwill or loss of data, however caused or arising.
  
  “Conventional Databases” means the databases maintained and aggregated by the Service Providers.
  
  “Current Version” means the latest Version or Versions of the Service as set out on the Product Page.
  
  “Databases” means the Conventional Databases, the Websites and the DVS.
  
  “Dealings” means you advising the Users of the terms and restrictions on use of the Product and Services as set out in the Agreement.
  
  “Discontinued Version” means a Version or Versions (or elements or parts thereof) of the Service that that will be retired as part of GBG’s ongoing product lifecycle management programme.
  
  “Documentation” means any manuals including release notes, reference guides, specifications or other documents relating to the Product provided to you by us.
  
  “DVS” means the Document Verification Service.
  
  “Excluded Information” means Confidential Information:
  - which is in or becomes part of the public domain otherwise than through breach of the Agreement or an obligation of confidence owed by a party or any of its Representatives or Service Providers to the other party or any Representative of that other party;
  - which a party can prove was already known to it at the time of disclosure by the other party or its Representative (unless the party is aware of or ought reasonably be aware that such knowledge arose from disclosure of information in breach of an obligation of confidentiality);
  - which the party acquires from a source other than the other party or any Representative of the other party where such source is entitled to disclose it; or
  - to which the other party has consented to the form, content and context of the disclosure by the party.
  “Global Lawful Purpose” means the verification of an individual's identity, age and address information for lawful purposes of identity verification, fraud prevention and enforcement of laws designed to prevent money laundering but does not include determining a consumer's eligibility for credit or insurance for personal, family or household purposes, employment or a government license or benefit.
  
  “Helpdesk” means the helpdesk facility provided by GBG to handle enquiries and administration for the Service.
  
  “Initial Price” means the Charges for the use of the Datasets provided as part of the Service during the fixed Initial Term of this Agreement, as agreed between the Parties and set out within the Order Form. Where the Initial Price listed on the Order Form is lower than the Standard Price listed, the Initial Price will be considered to be Preferential Pricing.
  
  “Insolvency Event” in relation to a party (insolvent party) means:
  - the insolvent party ceases or takes steps to cease to conduct its business in the normal manner;
  - the insolvent party enters into or resolves to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
  - the insolvent party is unable to pay its debts when they are due or is deemed under the Corporations Act 2001 (Cth) to be insolvent;
  - a liquidator or provisional liquidator is appointed to the insolvent party or a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the assets or undertakings of the insolvent party; or
  - an application or order is made or a resolution is passed for the winding up of the insolvent party.
  “NZIICS” means the New Zealand Identity Information Confirmation service.
  
  “PII” means Personal Identifying Information and has the same meaning as set out in the Privacy Act 1988.
  
  “Product” means the greenID product, an online system that assists in verifying the identity of subjects by comparing claimed identity information against database sources that are accessed through direct licence, licensed copy, publically available websites, the DVS, or the NZIICS.
  
  “Product Page” means the dedicated webpage that includes relevant information about the Service, Standard Support Services, Professional Services and Helpdesk.
  
  “Professional Services” means the professional services as indicated on the Order Form and provided in accordance with the terms set out on the Product Page as updated from time to time.
  
  “Renewal Term” means the automatic renewal of the Agreement at the conclusion of the Initial Term and subsequently on the anniversary date of the Commencement Date for the period set out in the Agreement as the Initial Term, subject to any variations agreed between the parties.
  
  “Schedule” has the same meaning as Annexure.
  
  “Service” means the Product (detailed in the Order Form) provided to the Customer as detailed in the Order Form together with the Standard Support Services and Professional Services as described on the Product Page together with any other ancillary services provided by GBG to the Customer pursuant to this Agreement.
  
  “Standard Price” means GBG’s standard Charges for the use of Datasets provided as part of the Service as set out in the Order Form and updated by GBG from time to time.
  
  “Standard Support Services” means the standard support services as indicated on the Order Form and provided in accordance with the terms set out on the Product Page as updated from time to time
  
  “System Administrator” means the individual(s) named as such on the Order Form or their replacement(s) as notified to GBG by the Customer who will be familiar with the use of the Service and be the first point of contact for all Permitted Users of the Service.
  
  “Transaction” means a single search, click, check or any other means of obtaining Results, as outlined within the Order Form.
  
  “Update” means any improvements, updates, variations, modifications, alterations, additions, error connections, bug-fixes, enhancements, functional changes or other changes to the Service that do not constitute an Upgrade.
  
  “Upgrade” means a new release of the Service that constitutes a significant change, for example, a release of the Service that introduces new features and/or additional functionality. An upgrade can also refer to a product change that requires the Customer to migrate to a new or alternative GBG product that has the same general function and purpose but enhanced or upgraded features.
  
  “User Profile” means, where relevant to the delivery of the Service, the specific configuration of the Service and Datasets created for the Customer as detailed on the Order Form.
  
  "Verification Subject” means the individual that is the subject of the identity verification process.
  
  “We/Us/Our” means GBG or, where applicable, a GBG Group Company.
  
  “You/Your” means the Customer and any users.
2. The headings in this Agreement do not affect its interpretation.
3. References to clauses, sections and Annexures are to clauses, sections and Annexures of these Product Terms or General Terms as applicable.

2. TERM OF THE AGREEMENT

1. This Agreement will start on the Contract Start Date and will continue for the Initial Term and thereafter until terminated in accordance with clause 6.4(c) and clause 11 of the General Terms.
2. Upon completion of the Initial Term, the Agreement will automatically renew on each anniversary of the Commencement Date for a Renewal Term of 12 months, or such other other period as agreed by the parties in writing.

3. PROVISION OF THE SERVICE

1. GBG will provide the Customer with the Service detailed in the Order Form and in accordance with the terms set out in this Agreement.
2. GBG will use reasonable endeavours to provide the Service in accordance with any timetable agreed with the Customer. However, the Customer acknowledges and accepts that any dates given by GBG are estimates only and that delivery of the Service will be dependent upon the Customer’s timely cooperation with GBG as well as other factors outside of GBG’s reasonable control.
3. You acknowledge that components of the Services or the Product are supplied to You on an ‘as-is’ and ‘as-available’ basis, as some components and/or access are dependent on websites or third-party services that are not within Our control.
4. We will use best endeavours to maintain your access to third-party websites and services, but You acknowledge that third-party websites, and services within those websites which are controlled by other entities may be blocked, withdrawn, modified and/or otherwise made inaccessible without notice either from ourselves or from the owners or controllers of those websites/services.
5. Where relevant to the Service being provided, the Customer acknowledges and accepts that occasionally GBG, in providing the Service, may be required to:
  1. change the technical specification of the Service for operational reasons, however, GBG will ensure that any change to the technical specification does not materially reduce or detrimentally impact the performance of the Service;
  2. give the Customer instructions in relation to the Service as it relates to Data Breach, Event of Force Majeure, Supplier Technology, Supplier Data or Unauthorised User/s, those instructions being that which it reasonably believes are necessary to maintain the quality of any Service provided by GBG and GBG shall not be responsible for any errors in the Service resulting from the Customer’s non-compliance with such instructions;
  3. direct the Customer to a third-party website as part of delivery of the Services, of which the Customer will be subject to the relevant terms, conditions and policies contained in or on that third-party website, of which GBG does not operate, associate or endorse, and is not responsible for, in any way; and
  4. suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency, in which case GBG will give the Customer as much on-line, written or oral notice as possible and shall ensure that the Service is restored as soon as possible following suspension.
6. The Customer shall be responsible for:
  1. The accuracy of the information the Customer and Users input into the Product;
  2. Assessing and setting the risk tolerance level for each User according to your needs;
  3. Ensuring Users are aware of the obligations under the Agreement, as well as any applicable limitations on use;
  4. Provide your Users with information about the Services, including information on how to make full and proper use of the Product;
  5. ensuring that you have a minimum of one System Administrator;
  6. informing GBG of any changes to the System Administrator’s contact details without undue delay;
  7. providing the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Service;
  8. the configuration and management of access to the Service including configuration of the Customer’s network, firewall, DNS, routers, personal computers and User Profile; and
  9. Notifying GBG of any third-party service providers that the Customer may integrate the Service into that are not internal systems/machines so as to permit GBG to assess use and ensure compliance with relevant laws and regulations (particularly in respect of privacy and data protection)
7. GBG is not responsible for:
  1. the Customer or their User/s failing to use the service in accordance with the Agreement;
  2. any fraudulent or other illegal activity conducted by you or a User in using the Product or Services;
  3. any equipment, software, browser or server failure that is operated by a third party;
  4. any computer virus, malicious code or software entering your software, hardware or infrastructure (except to the extent it was caused directly by GBG);
  5. any damage to equipment, hardware, programs or data, whether stored or used with the Product and/or Services or otherwise, including the cost of repairing such equipment or hardware and the cost of recovering programs or data (except to the extent it was caused directly by GBG).
8. The Customer must inform GBG, without undue delay, of any changes to the information which the Customer supplied within the Order Form.
9. The Customer must inform GBG, without undue delay, in the event of a breach of this Agreement by you or your Users. You must immediately notify us of the breach and communicate with your Users to advise to cease any breach, and/or cure or remedy the relevant breach.
10. Unless otherwise agreed in writing, GBG will not carry out any form of penetration or security testing regarding the interoperability, compatibility or coexistence of the Product or the Service with your operating system, network environment or hardware.
11. GBG warrants that it shall comply with all applicable legislation, instructions and guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to GBG and its provision of the Service including those which relate to the provision of Results or receipt of Customer Data.

4. USE OF THE SERVICE

1. The Customer shall comply with these Product Terms, General Terms, the Annexures and all relevant Additional Terms to this Agreement.
2. The Customer acknowledges that provision of the Services are subject to the following terms:
  1. The Product and Services are provided only for the Customer and their Users.
  2. The Product and Service does not record information entered into it by your users unless specifically provided for in this Agreement;
  3. The results produced are dependent on the information contained in the relevant Database/s and GBG does not warrant the accuracy, currency completeness or availability of the Database/s where that or those Database/s are owned, operated or managed by any third party or entity that is not a GBG Group Company;
  4. If a source, including a Database, introduces or increases any fee for access or usage, we will notify the Customer by written notice of not less than 30 days and the Customer will be entitled to remove the source from the selected sources set out in the Order Form. If you notify us that you wish to retain the use of that source, GBG is entitled to increase the Charge for access to that service by an equivalent amount, plus any relevant taxes.
  5. GBG is entitled to, and will inform the Customer without undue delay, remove without penalty any third-party website or link from the Databases provided, or terminate any part of the Services upon written notice to you if there is a change of circumstances beyond our reasonable control that prevents us from providing access to that particular third party website (or any other part of the Services) to the Customer.
3. Where relevant, the Customer must ensure that any software, equipment and materials which are used with the Service:
  1. are connected and used in accordance with any instructions and security procedures specified by GBG or other relevant third-party licensor; and
  2. are technically compatible with the Service and meet the minimum technical specifications detailed on the Order Form.
4. Use of the Service is subject to the limitations set out in the Order Form and in clauses 5.5 and 7 of these Product Terms. Should the Customer exceed, or consider that it is likely to exceed the limitations set out, the Customer shall immediately inform GBG and will be liable for any overuse or additional charges above and beyond any relevant limitation set out in the Order Form.
5. GBG reserves the right to audit the Customer’s use of the Service to ensure compliance with the terms of these Product Terms and in accordance with clause 12 of the General Terms. In the event that such audit reveals that the Customer has exceeded the scope of the Licence, GBG shall be entitled to recover the full cost of the audit and, if the Customer has received Preferential Pricing, cease applying any such Preferential Pricing in accordance with this clause.
6. The Customer shall only access the Service as permitted by GBG and shall not attempt at any time to circumvent system security or access the source software or compiled code.
7. The Service is provided solely for the Customer’s own internal use. The Customer must not resell (or attempt to resell) or sub-licence (or attempt to sub-licence) transfer (or purport to transfer) the Service (or any part or facility of it, including the Results) to any third party without first entering into an appropriate agreement signed by an Authorised Signatory of GBG.
8. The Customer shall be responsible for the completeness of all Customer Data provided to GBG as part of its use of the Service in accordance with Applicable Data Protection Laws and should retain back-up copies of all Customer Data provided to GBG.
9. The Customer warrants that it shall comply with all applicable legislation, instructions and guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Customer and its use of the Service including those which relate to the provision of Customer Data.
10. The Customer is responsible for the acts and omissions of all Users of the Service and is liable for any failure by a User to perform or observe the terms and conditions of this Agreement including without limitation to the provisions set out in the Additional Terms and any instructions issued under clauses 3.3(b).
11. If the Customer uses the Service in contravention of clauses 7, 4.9, 4.8, 6.3 or 7.1 then GBG shall be entitled to treat the contravention as a material breach of this Agreement, which cannot be remedied for the purposes of clause 11.4(b) of the General Terms.
12. When Customer uses single sign-on (SSO) service, the Customer acknowledges and agrees that the use of the Services necessitates the provision of their employees' work email address to GBG or its third-party providers and the transfer of the employees' work email address to the United Kingdom. The Customer hereby consents to and authorizes this transfer and understands that this may involve the processing and storage of email data outside of Australia, in accordance with Applicable Data Protection Law.

5. SECURITY

1. The Customer is responsible for the security and proper use of all User identities (“User IDs”) and passwords used by Authorised Users in connection with the Software and/or Service (including maintaining and enforcing a robust password policy).
2. The Customer shall take all necessary steps to ensure that User IDs are kept confidential, secure, are used properly by Authorised Users and are not disclosed to any unauthorised parties whether intentionally or otherwise. For the avoidance of doubt, the Customer will be responsible for all Charges and any loss, damage or claim incurred or suffered by a third-party that is associated with the use of the Software and/or Service where access occurs as a result of action or inaction on the part of the Customer, for example but not limited to a situation where:
  1. the Customer has permitted an Unauthorised User access to the Software and/or Service;
  2. an Unauthorised User has gained access to the Software and/or Service as a result of security breach by the Customer; or
  3. an Authorised User’s User ID has been used to gain access the Software and/or Service.
3. The Customer must immediately inform GBG if there is any reason to believe that a User ID or password has or is likely to become known to an Unauthorised User or is being or is likely to be used in an unauthorised way.
4. To maintain the security of the Software and/or Services, GBG reserves the right to:
  1. update User ID and security processes for the Software and/or Services from time to time; and
  2. suspend User ID and password access to its Software and/or Services if at any time GBG reasonably considers that there is, or there is likely to be, a breach of security, misuse of the Software and/or Service or access granted to an Unauthorised User and/or to require the Customer to change any or all of the passwords used by the Customer in connection with the Software and/or Service.

6. CHARGES AND PAYMENT

1. The Charges specified in the Order Form shall apply during the Initial Term.
2. Prepayments are valid for use of the Service in the 12-month period to which they apply and may not be carried over into subsequent years.
3. Where the customer has agreed to an Annual Commitment, GBG shall monitor the Charges owed for Transactions carried out during each contractual year. In the event that the Charges paid or payable by a Customer in relation to the Transactions carried out via the Service are less than the Annual Commitment in total, then the Customer agrees to pay to GBG (within 14 days of receipt of GBG’s invoice) the outstanding balance to ensure that the Annual Commitment is met.
4. If the Customer has received Preferential Pricing or if the Standard Pricing or payment terms that applied on the Contract Start Date have changed during the Initial Term then unless otherwise expressly agreed in writing between the Parties, GBG’s Standard Pricing and payment terms will prevail in respect of the Customer’s continued use of the Service after the Initial Term.
5. If the Customer commits a material breach of the Agreement, and the Customer has received Preferential Pricing, then GBG reserves the right to terminate the Agreement in accordance with clause 11.4 of the General Terms or cease applying any such Preferential Pricing applicable to the Order, as a consequence of the breach. In such circumstances GBG shall provide the Customer with 30 days’ notice of its intention to revoke Preferential Pricing. In the event that Preferential Pricing ceases to apply to an Order pursuant to this clause 5, GBG’s standard pricing and payment terms (as listed in the notice sent to the Customer) will apply in respect of the Customer’s use of the Service from the date of the breach, and continued use of the Service provided under the Agreement for the remainder of the Initial Term and thereafter.
6. Notwithstanding anything else in this clause 5, after the expiry of the Initial Term GBG shall be entitled to increase the Charges under an Order by giving the Customer not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not revise the Charges before the end of the Initial Term.
7. In respect of any Supplier We engage for the purposes of data supply, You agree that the pricing provided in the Order Form is based on the most recent pricing provided by the relevant applicable Supplier but is subject to change by that Supplier without notice to Us and that We are required to levy the relevant fee charged by the Supplier.
8. Where pricing is changed by a Supplier, we will provide You with ten (10) days notice to consider and accept the revised pricing proposal. If you do not accept the revised pricing proposal, you may terminate this Agreement in accordance with Clause 8.3 of these Product Terms.

7. INTELLECTUAL PROPERTY RIGHTS

1. The Customer acknowledges that all Intellectual Property Rights in the Service and the Results belong and shall continue to belong to GBG and/or GBG’s third party suppliers. Unless otherwise specified in the Additional Terms, GBG grants to the Customer a:
  1. non-exclusive, non-transferable, revocable licence to the Customer for its Authorised Users to use, access and benefit from the Service during the Term in accordance with the terms of the Licence;
  2. perpetual licence to use the Results (including any Supplier Data received as part of the Results) providing that it does so in accordance with all Applicable Data Protection Laws and relevant licence provisions set out in the Additional Terms
2. GBG acknowledges all Intellectual Property Rights in the Customer Data belong and shall continue to belong to the Customer. The Customer grants to GBG a non-transferable, non-exclusive, royalty free licence to use, disclose and copy the Customer Data to enable GBG to provide the Service and carry out its obligations under this Agreement.
3. In addition to those obligations set out in clause 6 of the General Terms, the Customer further warrants that:
  1. it will not distribute, market, re-licence, sub-licence, rent, lase, adapt, translate, enhance, modify, reproduce, decompile, disassemble, reverse engineer, create derivative works of or translate the whole or any part of the Services or Product, nor merge the Product into any other product other than in accordance with this Agreement and, where required, with the prior written consent or authorisation from GBG;
  2. it will not use or exploit the Intellectual Property Rights in the Service or Results or permit others to use or exploit the Intellectual Property Rights in the Service or Results outside of the terms of the Licence;
  3. it has no right or interest in the Services (including the Product) or Documentation, and that nothing in the Agreement, Annexures or Schedules shall constitute a licence or grant of any rights to you or your users with respect to any trade mark, service mark, trade name, patent, copyright, trade secret or any other intellectual property right in relation to the Product or GBG;
  4. its use of the Service through any software, equipment, materials or services not provided by GBG will not infringe the rights of any third party;
  5. the use by GBG of the Customer Data through the provision of the Service in accordance with the Customer’s instructions and in accordance with the terms of the Agreement, will not infringe any third party’s Intellectual Property Rights;
  6. its use of the Service through any third-party software, equipment, materials or services not provided by GBG will not infringe the rights of any third party.

8. DATA PROTECTION

1. The Parties acknowledge that unless otherwise stated in the Additional Terms:
  1. the Customer is a controller of any Customer Data that it supplies to GBG via the Service. To the extent that GBG receives and processes the Customer Data in order to perform the Service it shall do so as a separate and independent controller;
  2. GBG is a controller of the Supplier Data that it uses to supply the Service to the Customer, including any Results shared with the Customer. The Customer shall act as a separate and independent controller of the Results which it shall use solely for the Customer Use Case; and
  3. GBG is a controller of the GBG Audit Trail.
2. The parties further acknowledge and accept that:
  1. Customer data is retained by the Product for a length of time as nominated by You. Once the record has been de-identified, it will retain sufficient information for billing purposes including the unique reference number. No personal information will be retained in the record once it is de-identified.
  2. The Product does not receive full access to any of our Service Provider databases as they are all compiled and maintained by third-parties (and are the only permitted party to make changes, updates or deletions);
  3. The product does not have PII returned aside from the PII already disclosed to it by the Verification Subject or User as part of the Verification process;
  4. All PII stored as part of a verification record will have a data anonymisation age of one (1) year, after which all PII will be anonymised. There will be a single de-dentification age for each customer account;
  5. We will act on your instructions in relation to the de-identification of any verification records, however, all records will be automatically deleted after a period of seven (7) years from the date of verification or verification attempt, unless otherwise agreed between the parties;
  6. When a verification record ages beyond the data de-identification age for the customer account under which the verification record is held, all PII data stored in that verification record will be deleted, de-identifying the record.
3. You may request an alternative period which may attract an additional fee from GBG that will be advised on request.
4. Where facial biometric information is collected as part of a verification record, You are required to nominate a separate deletion period, with the default period being thirty (30) days;
5. All verification records will be deleted within thirty (30) days of termination or expiry of the Agreement. You are responsible for maintaining your own records of identity verifications undertaken by the Product;
6. The Product does not, and is not intended to, operate as a record management system, both during or after the relevant term of the Agreement. The Client must ensure that it has sufficient record management governance and controls in place in respect of the verification records produced by the Product.

9. SUSPENSION AND TERMINATION

1. We may, on 10 Business Days notice, suspend the provision of Services and the Product if you fail to pay the Charges in accordance with the Agreement.
2. You may terminate for convenience on 90 days written notice at any time following the Initial Period. Should You elect to terminate for convenience during the Initial Period, You agree that You will incur the Charges payable for the remaining period within the Initial Period as agreed between the parties, based on the minimum fee commitment set out in the Order Form.
3. From time to time, GBG may advise that the Services require change or variation. If such a variation results in a material change of the Services, you are entitled to terminate the Agreement on 30 days written notice.
4. Upon termination of this Agreement, the Customer may continue to use the Results generated as a result of its use of the Service subject to any conditions set out in the Additional Terms.

10. UPDATES AND UPGRADES

1. As part of GBG’s ongoing product lifecycle management programme, GBG will, from time to time, carry out Updates to the Service. In such circumstances where:
  1. The Update is made automatically to the live Service without the need for action on the part of the Customer, GBG shall notify the Customer of such Updates via its Service Status Page available at gbgstatus.com;
  2. The Customer is required to take steps to install the Update and/or transition to the updated Service, GBG will inform the Customer in writing of such Update and advise them of the steps they need to take. The Customer will, as soon as reasonably possible, carry out the necessary steps detailed in the notice.
2. The cost of Updates to the Service are included in the Licence Fee payable by the Customer. If additional Professional Services are required by the Customer in connection with an Update, GBG reserves the right to quote for such support separately.
3. From time to time, GBG may release Upgrades to the Service. The Parties acknowledge and accept that to receive the benefit of an Upgrade the Customer may be required to pay additional Charges and/or agree to new terms and conditions.
4. Where GBG is no longer able to support a Version of the Service or Solution, GBG shall provide the Customer with reasonable prior notice of its intention to withdraw support for the Discontinued Version. Such notice shall include details of:
  1. the date on which the Discontinued Version will cease to be available to the Customer and/or Consumer;
  2. the action required by the Customer and/or Consumer to implement, install, integrate or move to the Current Version of the Service as part of an Update or Upgrade; and
  3. the support available from GBG to assist the Customer and/or Consumer with the transition to the Current Version as part of any Update or Upgrade.
5. If the Customer fails to transition to the Current Version of the Service within the specified time period in accordance with clause 4 above, GBG may, at its sole discretion from the date specified on the notice given in accordance with clause 9.4:
  1. cease to provide Standard Support Services to the Customer in relation to the Discontinued Version; or
  2. terminate this Agreement.

11. MISCELLANEOUS

1. The relationship between the parties is that of independent contractors. Neither party is an agent or representative of or has the authority to bind the other. Neither party will act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. The Agreement is not intended and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between the parties.
2. The Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire contracting arrangement between the parties relating to the provision of and use of the Product and Services.
3. The Agreement may be executed in any number of counterparts, and together will be taken to be one instrument.
4. All references to “$”, “AUD” or “dollars” shall, unless indicated otherwise, mean Australian Dollars.
5. As part of GBG’s ongoing product lifecycle management programme, GBG will, from time to time, carry out Updates to the Service.