AUSTRALIA | ID NUMBER 200446

  • GBG hosts the Supplier Data
  • No Sub-processors used

The Data Supplier that GBG uses to provide Australia Verify is supplied by GBG’s Data Supplier, Australia Post. GBG is obliged under the terms of its agreement with its Data Supplier to ensure that all End Users agree to comply with the following provisions:

1. DEFINITIONS AND INTERPRETATIONS
1.1. In these Additional Terms, the following definitions shall apply, in addition to the definitions set out in the General Terms:
“AMAS” means the Australia Post Address Matching Approval System, which is the AMAS Program which is a system that evaluates and approves software based on the software’s ability to validate and match addresses, and append the correct DPID.
“AMAS Approved Software” means the version of software produced by the Licensee (or the Licensee’s licensor) that encapsulates or uses the Australia Post Data and approved by Australia Post in accordance with AMAS which (when used in conjunction with the PAF) can validate, match and correct address files, and append correct DPIDs, the software shall include any modifications to that software or new releases or versions of that software approved by Australia Post.
“Audit” has the meaning in clause 3.18.
“Australia Post” means the Australian Postal Corporation, including, where permitted by context, all of the Australia Post’s officers, employees, agents and contractors.
“Australia Post Data” means the Data provided to GBG by Australia Post and included in the Service provided to the End User.
“Bureau Service” means processing an Existing Address Database against Australia Post Data on behalf of other parties.
”Bureau Service Provider” means a person that provides Bureau Services.
“Business Day” means a day other than a Saturday, Sunday or gazetted public holiday in Victoria, Australia or an Australia Post
authorised holiday.
“Business Hours” means the hours between 9am and 5pm during a Business Day.
“Calendar Year” means the period from 1 January to 31 December of any given year.
“Claim” means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at Law, in equity, under statute or otherwise.
“Corporations Act” means the Corporations Act 2001 (Cth).
“Commencement Date” shall have the meaning as set out in the General Terms.
“Data Guide” means a document prepared and provided by Australia Post setting out guidelines for using the Australia Post Data. For the avoidance of doubt, the Data Guide may be updated from time to time by Australia Post.
“DPID” means a randomly generated, unique 8-digit number, which is allocated for every new address added to the source address database.
“End User Agreement” means a fully executed written agreement between the Third Party Provider and an End User which must
contain enforceable provisions that are no less onerous on the End User than those contained in these terms and conditions.
“Existing Address Database” means a single address or address database but which expressly excluding the Australia Post Data.
“Head Agreement” means the Australia Post Data Supply and Licence Agreement between Australia Post and GBG pursuant to which these terms and conditions are entered into.
“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, know-how, confidential information, patents, inventions, domain names and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
“IPR Claim” means a claim or proceedings alleging that any item supplied to a party by or on behalf of a party under these terms and conditions or any other material or document otherwise supplied to a party by or on behalf of a party under these terms and conditions infringes the Intellectual Property Rights of any person.
“Law” means all present and future laws, regulations, codes ordinances, local laws, by-laws, orders, judgments, licences, rules, permits, agreements and requirements of all government agencies applicable in any jurisdiction in which activities contemplated by these terms and conditions.
“List Creation” means the use of the Service incorporating the Australia Post Data to create a new record or records containing address information or to enter a new address for an existing record providing that: (a) the End User only uses the Service incorporating the Australia Post Data to Validate the address information for the record on or about the same time as the address is collected and entered into the End User’s records, (b) the records created by the End User this way must not include any information from the Australia Post Data (including but not limited to DPID) other than address information; and (c) the End User must not represent that its records have been verified against Australia Post Data.
“Loss” means any damage, loss, cost and expense (including legal and other professional advisors’ costs and expenses) suffered by a party.
“Material Term” means clauses 4.1a), 4.1b) of these terms and conditions and the confidentiality and security provisions set out in the General Terms.
“Non-AMAS Approved Software” means any software, whether produced by the Licensee or a third party, that encapsulates or uses the Australia Post Data and which is not approved by Australia Post in accordance with AMAS.
“Parties” or “Party” means the Third Party Provider and/or GBG, as the context dictates.
“Permitted Purpose” means those purposes as set out in clause 2.2 of these terms and conditions in respect of an End User and clause 3.3 in respect of Third Party Providers.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth) (as amended).
“Privacy Law” means all Commonwealth, State and Territory legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to the Personal Information including, but not limited to the Privacy Act 1988 (as amended from time to time).
“Prohibited Purpose” means those purposes as set out in clause 2.3 of these terms and conditions.
“Quarter” means each 3 month period starting from 1 March, 1 June, 1 September and 1 December each Calendar Year.
“Related Body Corporate” has the meaning in the Corporations Act.
“Representative” of a party includes an employee, agent, officer, director, adviser, contractor or sub-contractor of that party or of a Related Body Corporate of that party.
“Single Legal Entity” means an individual person, body corporate or other legal entity and for the purposes of the government means an individual Agency as defined under the Financial Management and Accountability Act 1997 or an individual Commonwealth authority or company under the Commonwealth Authorities and Companies Act 1997.
“Subsidiary” has the meaning given in the Corporations Act.
“Term” has the meaning in the General Terms.
“Third Party Provider” means a person that incorporates GBG’s Service into an overall solution to on-sell to an End User, who also manages the ongoing relationship with the End User. This includes, where permitted by context, all of the Third Party Provider’s officers, employees, agents and contractors (who are effectively acting as the Third Party Provider’s employees) and any and all Related Bodies Corporate of the Third Party Provider.
“Validate” means matching, correcting, (including adding missing data to an existing address), manipulating, sorting, comparing and/or validating an Existing Address Database, and “Validation” and “Validating” have corresponding meanings.
“Year” means each twelve month period of the Term, starting at the Commencement Date.

1.2 In this Additional Terms, the following interpretations shall apply, in addition to the interpretations set out on the General Terms:
a) (meaning not limited) the words “include”, “including”, “for example” or “such as” are not used as, nor are they to be interpreted as, words of limitation, and when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
b) (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
c) (jointly and individually) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;
d) (reference to a Party) a Party includes its successors and assigns and (except in the case of corporations) heirs, executors and administrators;
e) (reference to a person) a word which denotes a person includes an individual or a body corporate. A person also includes the trustee, executor, administrator, and successor in title and permitted assignee of that person;
f) (legislation) any legislation includes any regulation or instrument made under it and where amended, re-enacted or replaced means that amended, re-enacted or replacement legislation;
g) (currency) any monetary amount refers to Australian currency;
h) (timing) if an act under these terms and conditions is to be done by a Party on or by a given day is done after 5.00pm on that day, it is to be taken to be done on the next day.

2. USE OF THE SERVICE

2.1. GBG grants the End User (and Third Party Provider where applicable) a non-exclusive, non-transferable, revocable licence for the Term of the Agreement to use the Australia Post Data provided as part of the Service solely for the Permitted Purposes in accordance with the provisions set out in the Agreement and these terms and conditions, subject to any conditions and restrictions specified in the Permitted Purpose.
2.2. The End User may only use the Australia Post Data Services for the purposes set out below and in accordance with these terms:
(a) for evaluation purposes, for a maximum period of 3 months;
(b) to Validate addresses and append DPIDs in an Existing Address Database solely owned by the End User for the internal business purpose of the End User;
(c) to Validate addresses in an Existing Address Database solely owned by the End User for the purpose of joining and/or appending data or attributes from one database to the other for the internal business purpose of the End User;
(d) to Validate addresses and append DPIDs in an Existing Address Database owned by a third party and not by the End User for the strict purpose of preparation the addresses for mail lodgement for the internal business purpose of the End User. No part of the validated addresses or any derived information resulting from the address validation may be passed back to the owner of the Existing Address Database under this clause unless it is strictly related to the barcoding of mail. The validated addresses may not be used for the additional benefit of any third party including but not limited to deduplication of records or appending other information other than the barcoding of mail;
(e) for List Creation and disclose the records created pursuant to List Creation to any person, on the condition that:

(i) the End User does not use the Service incorporating the Australia Post Data to perform List Creation on behalf of another person, or as a part of data entry services that the End User offers to another person; and
(ii) the End User does not systematically use the Service incorporating the Australia Post Data to create a list or set of records that is substantially similar or competitive to the Australia Post Data; and

(f) disclose the Validated addresses (created through one of the Permitted Purposes and in accordance with the End User Agreement) to another person (including subsidiaries, agents and franchisees of the End User), on the condition that:


(iii) the recipient will not (and agrees not to) disclose the Validated addresses to any other person; and
(iv) the recipient will only use the Validated addresses for purposes that are directly related to the internal business purpose of the End User and not any other purpose.

2.3. Any rights not specifically granted to the End User (or Third Party Provider) under these terms and conditions are reserved to the extent permitted by law. Without limiting the previous sentence, the End User must not use the Solution for any Prohibited Purpose as set out in this clause 2.3. The End User must not under any circumstances do any of the following:
(a) sell, transfer, supply or otherwise deal with the Service incorporating the Australia Post Data;
(b) use the Australia Post Data other than through the permitted functionalities of the Service;
(c) use the Service incorporating the Australia Post Data to Validate addresses and or/append DPID’s to an Existing Address Database which is not owned by the End User or where the purpose of it is not for mail lodgement for the internal business purpose of the End User in accordance with clause 2.2(d);
(d) use the Service incorporating the Australia Post Data to Validate addresses and/or append DPID’s to an Existing Address Database, whether owned by the End User or not, for the purpose of on selling or commercial gain (including commercial gain from any derive insights), but this paragraph does not prohibit the End User from using the Service incorporating the Australia Post Data; for List Creation in accordance with clause 2.2(e);
(e) use GBG’s Service for List Creation other than in accordance with clause 2.2(e);
(f) provide Validated addresses to third parties unless those third parties are contracted to carry out some work on behalf of the End User strictly in accordance with the End User’s Permitted Purpose or except as permitted by clause 2.2(e) or 2.2 (f); and
(g) to reverse engineer, disassemble, alter or modify the Service incorporating the Australia Post Data.
2.4. To the extent that a particular purpose falls within the definition of both a Permitted Purpose and a Prohibited Purpose, such purpose is considered Prohibited Purpose.
2.5. In order to access the Australia Post Data Services, the End User must be a Single Legal Entity.
2.6. Where the End User is a Third Party Provider, it must not transfer the Australia Post Data to any person (including the Third Party Provider itself) who is outside of Australia without the prior written consent of the Data Supplier.

3. THIRD PARTY PROVIDERS AND BUREAU SERVICE PROVIDER

3.1. Under the Head Agreement, GBG may provide the Australian Data Services to an End User via a Third Party Provider or Bureau Service Provider.
3.2. Any Third Party Provider or Bureau Service Provider accessing the Australian Data Services must be a Single Legal Entity.
3.3. Each of the purposes set out in this clause 3.3 is a “Permitted Purpose” in respect of the use of the Australia Post Data by a Third Party Provider or Bureau Service Provider under an agreement:
(a) To incorporate AMAS Approved and Non-AMAS Approved software in a non-Address Validation software and to supply and license the integrated software to End Users on the condition that the Third Party Provider or Bureau Service Provider enters into an End User Agreement with the End User in accordance with the agreement referred to in clause 3.6 of these terms; and
(b) To provide Bureau Services to End Users on the condition that the Third Party Provider or Bureau Service Provider enters into an End User Agreement with the End User.
3.4. Each of the following purposes set out in this clause 3.4 is a “Prohibited Purpose” in respect of the use of the Australia Post Data by a Third Party Provider or Bureau Service Provider under an agreement:
(a) To append DPID’s to an address which has been manipulated and matched by GBG’s Non-AMAS Approved Software;
(b) To reverse engineer, disassemble, alter or modify the Licensee’s AMAS/Non-AMAS Approved Software; and
(c) To provide Bureau Services or any software that incorporates AMAS /Non-AMAS Approved Software to any person without entering into an End User Agreement with such person.
3.5. The Third Party Provider and Bureau Service Provider must ensure that the End User is a Single Entity unless agreed otherwise in writing with the Australian Data Services Data Supplier.
3.6. Prior to supplying the Australia Post Data to an End User, the Third Party Provider and the End User must enter into an End User Agreement. The Third Party Provider must, within 14 days after request from Australia Post, provide Australia Post with executed copies of the End User Agreements (as specified by Australia Post in the request) and any other agreement under which Australia Post Data is provided to an End User. The Third Party Provider may redact from the End User Agreements terms that do not relate to the subject matters covered by these terms and conditions in relation to End Users (such as those in respect of fees and payments).
3.7. Nothing in this clause 3 or the definition of End User Agreement restricts the Third Party Provider from agreeing to such terms that are more onerous on the End User, or any other terms relating to subject matters not covered by these terms and conditions (including in respect of fees and payments).
3.8. The Third Party Provider must take all reasonable steps to ensure that the End User has a bona fide and lawful business interest for its possession and use of Australia Post Data.
3.9. The Third Party Provider or Bureau Service Provider must ensure that all End Users agree to the terms of their End User Agreements with the Third Party Provider or Bureau Service Provider. The Third Party Provider or Bureau Service Provider shall be responsible for enforcing and shall enforce the terms of all End User Agreements to which it is a party. The foregoing shall not affect any entitlement GBG or Australia Post may have to enforce any rights it may have in relation to such agreements or its rights to carry out any audit.
3.10. The Third Party Provider holds the benefit of all of the provisions of the End User Agreement that refer to Australia Post on trust for the benefit of itself and Australia Post, and upon request from Australia Post, the Third Party Provider must enforce those provisions on behalf of Australia Post in accordance with the directions of Australia Post.
3.11. The Third Party Provider acknowledges that the entering into of any End User Agreement does not relieve the Third Party Provider from its obligations to fully comply with all matters and things imposed upon or assumed by the Third Party Provider under these terms and conditions.
3.12. If the Third Party Provider or Bureau Service Provider becomes aware of, or reasonably suspects, any breach of an End User Agreement, the Third Party Provider or Bureau Service Provider must immediately notify GBG and must take such action as GBG considers necessary or desirable to cause the infringement to cease.
3.13. If requested by GBG, the Third Party Provider must render all reasonable assistance to Australia Post in relation to any such litigation by Australia Post or GBG against an End User in relation to a breach or alleged breach of an End User Agreement.
3.14. If the Third Party Provider is in breach of this clause 3 then, in addition to any right of termination by GBG, GBG may notify the Third Party Provider in writing that the Third Party Provider is in breach of these terms and conditions and, upon the giving of such notice, the Third Party Provider irrevocably appoints GBG (or, if Australia Post so directs, Australia Post) its agent for the purpose of enforcing its rights against the End User arising out of the breach and pursuing any remedies against the End User whether under an End User Agreement, at law or in equity.
3.15. Reporting and Auditing: Third Party Provider must provide a written report to GBG within ten (10) Business Days after the end of each Quarter which must contain the necessary information relating to these terms and conditions or the use, licensing or resupply of Australia Post Data for the purpose of:
(a) calculating the correct licence fees due and payable by GBG to Australia Post under the Head Agreement;
(b) verifying and validating these terms and conditions;
(c) conducting Audits;
(d) managing the termination clause;
(e) allowing Australia Post to create aggregated industry reports on use of Australia Post data in the market; and
(f) providing Australia Post with input to product development process for future Australia Post data products.
3.16. List of information needed are but not limited to the following:
(a) End User’s identification number – Third Party Provider’s internal reference number for the End User;
(b) End User’s name;
(c) End User’s Australian Business Number (or overseas equivalent if available);
(d) End User industry classification description (as per industry classifications descriptions provided by Australia Post);
(e) End User licence start date;
(f) End User licence end date; and
(g) any other information reasonably requested by GBG or Australia Post from time to time that relate to the use, licensing or resupply of the Australia Post Data or Solution or the rights and obligation of either party under these terms and conditions.
3.17. Third Party Provider shall maintain a complete and accurate record of all financial and non-financial transactions relating to these terms and conditions.
3.18. Without limiting any other agreements between Australia Post and the Third Party Provider, the Third Party Provider shall provide Australia Post and/or its agents reasonable accompanied access upon reasonable prior notice (of no less than 10 Business Days, unless Australia Post reasonably considers that a shorter notice period is warranted in exceptional circumstances), during Business Hours, to its premises, accounts and records relevant to the Agreement, for the purpose of verifying and monitoring the Third Party Provider’s obligations under the Agreement (the “Audit”) and shall provide all reasonable cooperation and assistance in relation to the Audit. The Third Party Provider may, as a pre-condition to granting access, require Australia Post or an agent enter into a confidentiality undertaking with the Third Party Provider to protect the confidential information that Australia Post or the agent may receive or access during the Audit. The Third Party Provider is not required to disclose information concerning the Third Party Provider’s cost base, profits, margins or pricing models as part of an Audit, except to the extent that such information is required to verify the calculation of the licence fee payable by GBG to Australia Post under the Head Agreement.
3.19. Without limiting any other agreements between Australia Post and the Third Party Provider, Australia Post shall not carry out an Audit more than once in any twelve (12) month period except where it reasonably suspects that the Third Party Provider has failed to comply with any of its obligations under these terms and conditions.
3.20. Where it is identified (through the Audit or otherwise) that the Third Party Provider has not complied with an obligation under these terms and conditions, without limiting any other rights GBG may have under these terms and conditions, upon the request of GBG or Australia Post, the Third Party Provider will promptly take all necessary steps to rectify and / or remedy such non-compliance.
3.21. Where as a result of clause 3.18 or upon reasonable suspicion, it is identified that the End User has not complied with the End User Agreement, then upon ten (10) Business Days written notice, the Third Party Provider shall ensure that GBG or its designated third party may verify End User’s compliance with the terms of the End User Agreement and applicable sales order at all locations and for all environments in which End User uses the Solution. Such verification will take place no more than one (1) time per twelve (12) month period during normal business hours in a manner which minimises disruption to End User’s work environment. GBG may use a third party under obligations of confidentiality substantially similar to those set forth in these terms and conditions to provide assistance. GBG will notify End User in writing if any such verification indicates that End User has used the Solution in excess of the use authorised by the End User Agreement. The End User agrees to promptly pay all associated fees directly to GBG for the charges that GBG specifies including, but not limited to: (i) any excess use; (ii) Maintenance and/or subscription fees for the excess use for the duration of such excess or (2) two years, whichever is less; and (iii) any additional charges determined as a result of such verification.
3.22. The cost of any Audit carried out under these terms and conditions shall be borne by GBG or Australia Post (as applicable) unless the Audit reveals a material breach by the Third Party Provider of its obligation under these terms and conditions, in which case GBG or Australia Post (as applicable) shall be entitled to be reimbursed by the Third Party Provider for all reasonable costs of the Audit (including any agent’s fees) and the Third Party Provider shall so reimburse GBG or Australia Post (as applicable) within twenty (20) Business Days of such request.
3.23. For the avoidance of doubt, a “material breach” for the purposes of this clause 3 includes, without limitation, any breach of Australia Post’s Intellectual Property Rights.
3.24. Where a Third Party Provider does not grant access to GBG, Australia Post and/or any of their agents for the purposes of an Audit on the date notified by GBG or Australia Post under these terms and conditions (other than where access is denied as a result of GBG's failure to comply with this clause 3.24) then the Third Party Provider shall be liable for reasonable costs incurred by GBG or Australia Post (as applicable) in connection with such attempted Audit and shall pay such costs to GBG or Australia Post (as applicable) within twenty (20) Business Days of the date of GBG’s or Australia Post’s invoice in respect of the same and GBG may (or at Australia Post’s direction, will) by written notice immediately suspend the supply and the Third Party Provider’s use of the Australia Post Data.
3.25. The Third Party Provider shall permit Australia Post (and/or its agents) to access and use, for evaluation and audit purposes, each Solution of the Third Party Provider and the Third Party Provider agrees that no charges shall be payable by Australia Post (or its agents) for any such access or use.

4. END USER OBLIGATIONS

4.1. The End User represents and warrants that:
(a) it will only use the Australia Post Data for the Permitted Purposes and in accordance with the provisions set out in the General Terms including these terms and conditions;
(b) it will not use the Australia Post Data for any Prohibited Purpose;
(c) it will not make any representation, statement or promise in respect of Australia Post, and has no authority to do so; and
(d) it has not relied on any representation made by Australia Post in entering into these terms and conditions.
4.2. Where applicable, the Third Party provider represents and warrants that:
(a) it will fully and completely comply with all of these terms and conditions;
(b) it will not make any representation, statement or promise to Australia Post that is incorrect or misleading or to others in respect of Australia Post or the Australia Post Data;
(c) it will not advertise any Third Party Provider solutions as Australia Post approved or anything similar or imply such is the case (except as expressly provided for under these terms and conditions);
(d) it has not relied on any representation made by Australia Post which has not been stated expressly in these terms and conditions, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Australia Post; and
(e) the representations made under the reporting requirements under clause 3.16 are true and complete.
4.3. The End User (and Third Party Provider where applicable) acknowledges that the Australia Post Data may include data sourced from third parties. The End User agrees to comply with third party terms and conditions, which apply to the third party data referenced in these terms and conditions, to the extent that the End User has been notified of those terms and conditions and has consented to comply with them.
4.4. In signing the Agreement, the End User confirms that it has a bone fide and lawful business interest for its possession and use of Australia Data Post.
4.5. For the avoidance of doubt, the End User (and the Third Party where applicable) shall not:
(a) reproduce, copy, modify, amend, assign, distribute, transfer, sub-license, reverse assemble or reverse compile, merge or otherwise deal with, exploit or commercialise the whole or any part of the Australia Post Data (or directly or indirectly allow or cause a third party to do the same) including by using the Australia Post Data to derive other solutions (including software, products and/or services) unless otherwise permitted in these terms and conditions; and
(b) create a Product which consists of, incorporates or is created using any part of the Australia Post Data and which may be produced in any form, including any device, solution, software or database and which may be in written form or produced electronically (“Product”) or other derivative works from the Australia Post Data to commercialise as their own, unless that Product is solely for one of the End User’s or Third Party Provider’s Permitted Purpose.
4.6. This clause 4 (and the Prohibited Purposes specified in clauses 2 and 3 (confidentiality/security) does not prevent the End User (or Third Party Provider where applicable) from disclosing Australia Post Data to the extent that it is required by law to disclose the Australia Post Data, provided that the End User use all reasonable and legal means to minimise the extent of disclosure, and require the recipient to keep the Australia Post Data confidential.

5. LIABILITY

5.1. Notwithstanding the liability of the End User to GBG as set out in the General Terms, to the extent permitted by law, Australia Post is not liable to the End User (and Third Party Provider where applicable) for any Claim or Loss whatsoever suffered, or that may be suffered as a result of or in connection with these terms and conditions including these terms and conditions, and the End User (and Third Party Provider where applicable) releases Australia Post irrevocably releases and discharges Australia Post from all such Claims and Losses.
5.2. Without limiting clause 5.1, to the extent permitted by law, Australia Post will not be liable to the End User (and Third Party Provider where applicable) for any loss of profit, revenue or business, indirect, consequential, special or incidental Loss suffered or incurred by the End User arising out of or in connection with these terms and conditions, whether in contract, tort, equity or otherwise. This exclusion applies even if those Losses may reasonably be supposed to have been in contemplation of both parties as a probable result of any breach at the time the End User entered into these terms and conditions.
5.3. This clause 5 will survive termination or expiry of the Agreement.

6. EXCLUSION OF WARRANTY/IES

6.1. The End User (and Third Party Provider where applicable) acknowledges that GBG and Australia Post has not made and does not make any representation or warranty as to the accuracy, content, completeness or operation of the Australia Post Data or to it being virus free.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. The End User must notify GBG as soon as practicable if it becomes aware of any actual, suspected or anticipated infringement of Intellectual Property Rights in the Service or in the Australia Post Data.
7.2. The End User must render all reasonable assistance to GBG and/or Australia Post in relation to any actual, suspected or anticipated infringement referred to in clause 7.1.
7.3. If a third party makes a Claim against the End User alleging that the Australia Post Data infringes the Intellectual Property Rights of the third party, the End User must immediately allow GBG (or Australia Post, if Australia Post directs) the right to control the defence of the claim and any related settlement negotiations.
7.4. In respect of a Third Party Provider:
(a) The Third Party Provider agrees that the Australia Post Data, all Intellectual Property Rights in the Australia Post Data and any reproductions, adaptations, modifications and alterations (including but not limited to by way of reduction or manipulation of the Australia Post Data) and any and all other Intellectual Property which Australia Post owns or has title to (whether registered or unregistered) are and shall remain the sole property of Australia Post. In the case of third party data acquired by Australia Post as part of the Australia Post Data, the third party holds or will hold any and all Intellectual Property Rights in that data.
(b) The Third Party Provider must notify GBG and Australia Post as soon as practicable if it becomes aware of any actual, suspected or anticipated infringement of Intellectual Property Rights in the Australia Post Data.
(c) GBG or Australia Post will decide what action, if any, to take against the party responsible for the alleged infringement of Australia Post Data and is responsible for the payment of all legal and associated costs incurred to support the action and is entitled to keep any award of damages or account of profits which relates to the infringement of Australia Post Data.
(d) The Third Party Provider must render all reasonable assistance to GBG and Australia Post in relation to any actual, suspected or anticipated infringement referred to in clause 7.4(b) including, if requested by GBG or Australia Post, making all reasonable efforts to procure an End User to provide all necessary information and assistance to GBG or Australia Post in support of any actual, suspected or anticipated infringement.
(e) The Third Party Provider must notify GBG and Australia Post as soon as practicable if it becomes aware of any third party claim of infringement of the third party’s Intellectual Property Rights against the Third Party Provider or an End User from the Third Party Provider’s or End User’s use of the Australia Post Data.
(f) If a third party makes a claim under clause 7.4(e) the Third Party Provider must immediately allow Australia Post the right to control the defence of the claim and any related settlement negotiations.
7.5. The Third Party Provider agrees that it will not apply for registration of any trade mark, business name, company name or domain name that incorporates signs, logos or words the same as, substantially identical or deceptively similar to any trade mark of Australia Post whether registered or unregistered.
7.6. Subject to clause 7.7, the Third Party Provider must ensure that any copies of the Australia Post Data made pursuant to these terms and conditions:
(a) display the copyright notification and disclaimer statement present on the Australia Post Data at the time it was provided to the Third Party Provider; and
(b) retain and not modify the copyright notice present on the Australia Post Data at the time it was provided to the Third Party Provider.
7.7. The Third Party Provider must comply with any reasonable direction of Australia Post regarding the form and content of any copyright notice and/or disclaimer that is to appear on the Australia Post Data or Service.
7.8. This clause 7 will survive termination or expiry of the Agreement.


8. DATA PROTECTION AND COMPLIANCE WITH RELEVANT LAWS

8.1. GBG does not use Sub-processors to provide this element of the Service as the Supplier Data is hosted by GBG.
8.2. The parties acknowledge that while the Service may not, on its own, contain or constitute Personal Information, its use may result in the identity of individuals being reasonably ascertainable.
8.3. The End User (and Third Party Provider where applicable) agrees:
(a) that it is responsible for ensuring that its exercise of rights under these terms and conditions and the use of the Service do not infringe any Privacy Law;
(b) to use or disclose Personal Information obtained during the course of these terms and conditions only for the purposes set out in the Agreement and these terms and conditions;
(c) to take all reasonable measures to ensure that Personal Information in its possession or control in connection with these terms and conditions are protected against loss and unauthorised access, use, modification, or disclosure;
(d) not to do any act or engage in any practice that would breach any Privacy Law;
(e) to immediately notify GBG if the End User becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause whether by the End User, its Related Body Corporate or any of its Representatives;
(f) to cooperate with any reasonable demands or inquiries made by Australia Post on the basis of the exercise of the functions of the Office of the Australian Information Commissioner (OAIC) under Privacy Law or the Postal Industry Ombudsman under the Australian Postal Corporation Act 1989;
(g) to ensure that any person who has access to any Personal Information is made aware of, and undertakes in writing, to observe Privacy Law and other obligations referred to in this clause;
(h) to comply, as far as practicable, with any policy guidelines issued by the OAIC from time to time relating to the handling of Personal Information; and
(i) to comply with any direction given by Australia Post to observe any recommendation of the OAIC or the Postal Industry Ombudsman relating to acts or practices of the End User that the OAIC or the Postal Industry Ombudsman consider to be in breach of the obligations in this clause.
8.4. This clause 8 will survive termination or expiry of the Agreement.

9. SUSPENSION AND TERMINATION

End Users
9.1. Notwithstanding the termination provisions between GBG and the End User in the General Terms, under the terms of GBG’s agreement with its Australian Data Services Data Supplier, GBG may limit, suspend or terminate the End User’s rights under these terms and conditions, including the right for the End User to access the Australia Post Data at any time upon notice when, and for the duration of the period during which:
(a) the End User contravenes (or is believed on reasonable grounds to be in possible contravention of) any law of the Commonwealth or of a State or Territory;
(b) in the reasonable opinion of GBG, the End User is acting in a manner or providing a Service which has the effect or potential to damage the reputation of Australia Post which is not remedied within 14 days after receipt of notice from Australia Post or specifying the issues; or
(c) the licensed right granted by Australia Post to GBG for the licensing of the Australia Post Data has been suspended or terminated.
9.2. The End User acknowledges that the third party supplier may exercise its rights under clause 8.1 in accordance with the directions of Australia Post.
9.3. If these terms and conditions are surrendered, terminated or expires, for any reason whatsoever, then the following provision of this clause will apply notwithstanding such surrender, termination or expiry the End User must cease using the Service and the Australia Post Data and undertakes that it will destroy all copies, reproductions or adaptations of the Australia Post Data, or any part thereof made, held or controlled by it and, promptly upon written request from GBG, deliver a statutory declaration sworn by an authorised representative of the End User confirming that all copies, reproductions or adaptations of the Service and Australia Post Data, and any part thereof, have been destroyed. The Parties understand that this will be achieved by the End User ceasing to use the Services and removing all Australia Post reference Data from its systems.

Third Party Providers
9.4. GBG may limit or suspend the Third Party Provider or Bureau Service Provider’s rights under these terms and conditions at any time upon notice when, and for the duration of the period during which:
(a) Australia Post directs GBG to suspend such rights; or
(b) the licensed right granted by Australia Post to GBG under the Head Agreement has been limited or suspended.
9.5. GBG may terminate the Agreement if:
(a) Australia Post directs GBG to terminate the Third Party Provider or Bureau Service Provider’s rights; or
(b) the licensed right granted by Australia Post to GBG under the Head Agreement has been suspended or terminated.
9.6. The termination, surrender or expiry of these terms and conditions for any reason will not extinguish or otherwise affect:
(a) any rights of either Party against the other which accrued before the termination, surrender or expiry and which remain unsatisfied; or
(b) the provisions of clauses 3.15, 5, 7, 8, 9 and the confidentiality obligations of the General Terms; or
(c) any other provisions of these terms and conditions which are expressly stated to, or which by their nature, survive termination, surrender or expiry of these terms and conditions.
9.7. If these terms and conditions are surrendered, terminated or expires, for any reason whatsoever, then the following provisions of this clause will apply notwithstanding such surrender, termination or expiry:
(a) the Third Party Provider shall be permitted, for a reasonable time after termination, surrender or expiry (such reasonable time to be determined by arrangement and agreement between the Third Party Provider and Australia Post, but in the absence of agreement between the Third Party Provider and Australia Post within a reasonable time after surrender, termination or expiry, to be determined solely by Australia Post acting reasonably, and having regard to the ongoing needs of End Users), to continue providing support and assistance to End Users (for which the Third Party Provider is entitled to charge End Users) in relation to End Users’ use of the Australia Post Data;
(b) Australia Post will permit End Users and Third Party Provider or Bureau Service Provider’s to transfer their right to use the Australia Post Data to another licensee of Australia Post, or (to the extent that Australia Post elects to do so at its discretion) to Australia Post directly, and Australia Post agrees to give effect to this clause through all reasonable means so as to ensure that End Users have a continuing right to use the Australia Post Data in accordance with the provisions of these terms and conditions;
(c) the Third Party Provider must comply at its own expense and in a timely and complete fashion with all reasonable directions and requests made by Australia Post to facilitate all matters and things relevant to or concerning the termination of this Licence, including such matters as the arrangements (consistent with this clause) for the orderly transfer of the End Users, the recall or other treatment of any item of property bearing the Australia Post trade marks, and the return to Australia Post or other treatment of all confidential information; and
(d) the Third Party Provider must cease using the Australia Post Data (except as permitted under this clause) and undertakes that it will destroy all copies, reproductions or adaptations of the Australia Post Data and all other confidential information of Australia Post, or any part thereof made, held or controlled by it and, promptly upon written request from Australia Post, deliver a statutory declaration sworn by an authorised representative of the Third Party Provider confirming that all such copies, reproductions or adaptations, or any part thereof, have been destroyed.


10. INDEMNIFICATION

10.1. End User: The End User must defend and indemnify Australia Post and its Representatives (those indemnified) from and against all Losses suffered or incurred by and of those indemnified to the extent that those Losses are suffered as a result of, whether directly or indirectly, of:
(a) any breach of a Material Term by the End User or its Representatives;
(b) any unlawful act by the End User or its Representative in connection with these terms and conditions;
(c) any illness, injury or death to any person arising out of or in connection with the performance of these terms and conditions and caused or contributed to by the negligent or wrongful act or omission of the End User or its Representative; or
(d) any loss or damage to any property of any person, arising out of or in connection with the performance of these terms and conditions and caused or contributed to by the negligent or wrongful act or omission of the End User or its Representative, except to the extent that the Loss is caused by the negligence or wrongful act or omission of those indemnified.
10.2. Third Party Provider: In respect of a Third Party Provider, the Third Party Provider must defend and indemnify Loqate, Australia Post and their Representatives (those indemnified) from and against all Losses suffered or incurred by and of those indemnified to the extent that those Losses are suffered as a result of, whether directly or indirectly, of:
(a) any breach of a Material Term by the Third Party Provider, its Representatives or an End User;
(b) an IPR Claim;
(c) any Claim against those indemnified by an End User in connection with an End User Agreement;
(d) any unlawful act by the Third Party Provider, its Representatives or an End User in connection with these terms and conditions;
(e) any illness, injury or death to any person arising out of or in connection with the performance of these terms and conditions and caused or contributed to by the negligent or wrongful act or omission of the Third Party Provider, its Representatives or an End User; or
(f) any loss or damage to any property of any person, arising out of or in connection with the performance of these terms and conditions and caused or contributed to by the negligent or wrongful act or omission of the Third Party Provider, its Representatives or an End User, except to the extent that the Loss is caused by the negligence or wrongful act or omission of those indemnified.
10.3. This clause 10 will survive termination or expiry of the Agreement.

11. GOVERNING LAW AND JURISDICTION

11.1. In relation to any matter concerning Australian Data Services and these terms and conditions, these terms and conditions shall be exclusively governed by the laws of Victoria, Australia and the End User agrees to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

12. GENERAL

12.1. GBG holds the benefit of all of the provisions of these terms and conditions that refer to Australia Post on trust for the benefit of itself and Australia Post, and GBG may enforce those provisions on behalf of Australia Post. Further the End User, and the Third Party Provider or Bureau Service Provider acknowledges and accepts that GBG’s Australian Data Services Data Supplier reserves the right to enforce any provision of these terms should this become necessary.
12.2. The Third Party Provider acknowledges that, pursuant to the agreement between GBG and Australia Post, GBG may in certain circumstances appoint Australia Post as its agent for the purposes of enforcing its rights against a Third Part Provider arising out of any breach of these terms and conditions and pursuing any remedies against the Third Party Provider.
12.3. Notwithstanding any other provision of these terms, the End User (and Third Party Provider where applicable) acknowledges and agrees that Australia Post and /or GBG must comply with any future legislation and / or Government policy which imposes binding restrictions or limitations on Australia Post’s GBG’s use of the Australia Post Data, including any restrictions or limitations relating to the supply of Australia Post Data or elements thereof to any person, and these terms, and the End User’s (and Third Party Provider’s where applicable) agreements with any other parties, will be varied accordingly.
12.4. The Third Party shall not, without GBG’s prior written consent, assign or sub-contract any of its rights and obligations under these terms and conditions.
12.5. Under the Head Agreement GBG, GBG is required to provide to the Australian Data Services Data Supplier with a copy of the Agreement entered into with the End User, subject to limited redaction around the terms not relevant to this terms. The End User confirms that this is permitted.