Terms & Conditions

These Terms govern your use of the bronID website, the bronID portal, our forms and API, and the identity verification, screening and related services we provide. Please read them carefully. They include limits on our liability and obligations that apply to you when you submit information about other people.

1. ABOUT THESE TERMS

1.1. The website www.bronid.com and the portal at portal.bronid.com (together, the “Website”) are operated by Brontech Pty Ltd, ABN 16 613 400 623, trading as bronID (“Brontech”, “we”, “us” or “our”).

1.2. You accept these Terms by using the Website, by registering an Account, by purchasing a Subscription, by clicking to accept them where that option is offered, or by using the Services.

1.3. If you accept these Terms on behalf of an organisation, you confirm that you are authorised to bind it, and “you” means that organisation.

1.4. If you have a signed Master Services Agreement or other written agreement with us, that agreement prevails over these Terms to the extent of any inconsistency.

1.5. If you are an individual whose identity is being verified at the request of one of our clients, you are not a Member under these Terms. We handle your information on behalf of that client, as described in our Privacy Policy.

2. DEFINITIONS

2.1. In these Terms:

“Account” means the account you register to access the Services.

“AML/CTF Laws” means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the Anti-Money Laundering and Counter-Terrorism Financing Rules 2025 (Cth), any transitional rules made under that Act, and any equivalent law that applies to you in another jurisdiction.

“Applicable Laws” means all laws, regulations, binding codes and binding requirements of any regulator that apply to you, to us or to the Services, including the AML/CTF Laws, the Privacy Laws and the IVS Act.

“Approved Purpose” means verifying the identity of, and conducting due diligence on, a person with whom you have an existing or prospective business relationship, for your internal business purposes and to comply with Applicable Laws.

“Automated Processing” means the use of computer programs to perform or assist verification, including database matching, document authenticity checks, biometric and liveness checks, identification of beneficial owners, PEP, sanctions and negative media screening, and risk rating.

“Business Day” means Monday to Friday, excluding public holidays in Sydney, New South Wales.

“Data Breach” means unauthorised access to, unauthorised disclosure of, or loss of, Personal Information handled in connection with these Terms.

“Data Provider” means any third party that supplies data, databases, document verification, screening or related services that we use to provide the Services, including government agencies and the Commonwealth as administrator of the DVS.

“DVS” means the Document Verification Service operated under the IVS Act.

“Fees” means the Subscription Fee, transaction fees and any other fees for the Services, as set out on our pricing pages or otherwise agreed with you.

“IDV Rules” means the verification rules and settings you select or instruct us to apply.

“IVS Act” means the Identity Verification Services Act 2023 (Cth) and the rules made under it.

“Member” means a person or organisation that has registered an Account.

“Member Information” means data and other materials that you or your Permitted Users provide to us, including Personal Information of your customers, their representatives and beneficial owners.

“Output Material” means the results, reports, certificates and other information we provide to you through the Services.

“Permitted User” means anyone you allow to use the Services through your Account.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth) and includes sensitive information such as biometric information.

“Privacy Laws” means the Privacy Act 1988 (Cth), the Australian Privacy Principles, any registered code or binding guidance issued by the Office of the Australian Information Commissioner (OAIC), and any other privacy law that applies to you or to us.

“Services” means the identity verification (KYC and KYB), PEP, sanctions and negative media screening, risk assessment and related services we provide through the Website, our forms and our API, together with support.

“Subscription” means the plan you select, and “Subscription Fee” and “Subscription Period” mean the fee and the period that apply to that plan.

“Verified Individual” means an individual whose Personal Information is submitted to or processed through the Services.

3. SUBSCRIPTION AND ACCOUNT

3.1. To use the Services you must select a Subscription, register an Account and pay the applicable Fees. You are responsible for choosing a Subscription that suits your needs.

3.2. The Services are supplied for business use. You must be legally able to enter into a contract, and must not be barred from receiving the Services under the laws of Australia or of the country where you are located.

3.3. You must give us accurate, complete and current registration details, which may include your name, email address, phone number, business address, company name, company number, and any licence or AML/CTF regulatory number. You must keep those details up to date.

3.4. We may carry out due diligence on you before or after activating your Account. We may refuse a registration, or suspend an Account, if the details you give are inaccurate or incomplete or if you do not meet the requirements of these Terms or of a Data Provider.

3.5. Your Subscription runs for the Subscription Period and, where your plan says so, renews automatically for further Subscription Periods until it is cancelled under clause 20.

3.6. You must have at least one system administrator who is familiar with the Services and is our first point of contact, and you must tell us promptly if their contact details change.

4. FEES AND PAYMENT

4.1. You must pay the Fees for your Subscription and for the transactions you submit. Fees are in Australian Dollars and exclude GST unless stated otherwise. If GST is payable on a supply, you must pay an additional amount equal to the GST.

4.2. Transaction fees accrue when a verification or screening request is submitted, whatever its outcome, and are calculated in accordance with our pricing pages and billing guide.

4.3. Where we offer them, you may pay by credit card, PayPal or invoice. Card and PayPal payments are processed by our third party payment processor, and you agree to that processor’s terms. We do not store your card details. Invoices are payable within 14 days of the date of the invoice.

4.4. If a payment is declined or an amount is not paid when due, we may charge interest on the overdue amount, calculated daily at the Reserve Bank of Australia cash rate target plus 4% per annum, recover our reasonable costs of recovery (including bank fees), and suspend the Services under clause 20.

4.5. If you dispute a charge in good faith, you must tell us in writing with reasons within 14 days of the charge or invoice, and pay the undisputed part on time.

4.6. We may change the Fees by giving you at least 30 days’ notice. A change to the Subscription Fee takes effect from the start of your next Subscription Period. You may cancel your Subscription before a change takes effect.

4.7. If a Data Provider or government body increases a fee or charge that we pay to supply the Services, we may increase the affected Fees by an amount that reflects that increase. We will give at least 30 days’ notice where reasonably practicable, and you may stop using the affected Service.

5. REFUNDS

5.1. Fees are not refundable, except that we will refund the unused proportion of a prepaid Subscription Fee if we are unable to continue providing the Services, if we terminate under clause 20.5, or if we decide, acting reasonably, that a refund is appropriate.

5.2. This clause does not limit any right to a refund or other remedy that you have under the Australian Consumer Law and that cannot be excluded.

6. PROVIDING THE SERVICES

6.1. We will provide the Services in accordance with your Subscription and with reasonable care and skill.

6.2. Any dates we give are estimates only. Delivery depends on your timely cooperation and on factors outside our reasonable control.

6.3. We may from time to time:

(a) change the technical specification of the Services for operational, security or regulatory reasons, provided the change does not materially reduce their functionality or performance;

(b) give you instructions that we reasonably believe are necessary for security, legal or regulatory compliance or the quality of the Services, which you must follow; and

(c) suspend the Services for repair, maintenance or improvement, or in an emergency. We will give as much notice as is reasonably practicable and restore the Services as soon as reasonably practicable.

6.4. We may use subcontractors and Data Providers to provide the Services. We remain responsible for our subcontractors. We are not responsible for the content, accuracy or availability of data or services supplied by Data Providers.

6.5. Unless we have agreed service levels with you in writing, we do not commit to any particular availability or response time.

6.6. You are responsible for the telecommunications, network, hardware and software you need to connect to the Services, and for configuring and managing access by your Permitted Users. You must obtain our prior written consent (not to be unreasonably withheld) before integrating the Services into a website, application or call centre system.

7. YOUR USE OF THE SERVICES

7.1. You must use the Services only for the Approved Purpose, and in accordance with these Terms and all Applicable Laws.

7.2. The Services are for your internal business purposes. You may share Output Material with the customer to whom it relates. You must not resell the Services or the Output Material, or make them available to third parties, unless you have a Distributor subscription or another written agreement with us that allows it.

7.3. You must not:

(a) attempt to circumvent system security, or access the source code or compiled code of the Services;

(b) conduct penetration testing, vulnerability scanning or load testing without our prior written consent;

(c) use automated means to scrape or harvest the Website, frame or mirror it, or use it to send unsolicited communications;

(d) use the Services or Output Material to build, train or benchmark a competing product or service;

(e) copy, adapt, modify or distribute the Services except to Permitted Users;

(f) change, delete or alter the metadata in the data we provide (although you may add to it); or

(g) submit requests in batches or in a way likely to disrupt the Services, or submit more than 500 transactions per hour, without our prior agreement.

7.4. You are responsible for the accuracy and lawfulness of all Member Information, and for the acts and omissions of your Permitted Users as if they were your own.

7.5. If you breach this clause 7 and do not remedy the breach within 10 Business Days after we notify you, we may treat it as a material breach that has not been remedied for the purposes of clause 20.4.

8. NATURE OF THE SERVICES

8.1. The Services are a tool that assists you to meet your own obligations. They are not legal, compliance or other professional advice.

8.2. You are solely responsible for your compliance with Applicable Laws and for every decision you make about a customer, including whether to provide, refuse or cease a product or service.

8.3. Output Material depends on the information supplied by you and by Verified Individuals and on data held by Data Providers, which we do not control. No verification system can detect every instance of fraud, impersonation, forged or altered documents or manipulated images, and we do not warrant that the Services will do so.

8.4. The Services use Automated Processing, and results that pass fully may be issued without human review. You are responsible for deciding whether your use of the Services involves automated decisions that must be disclosed under the Privacy Laws (including Australian Privacy Principles 1.7 to 1.9 from 10 December 2026) and for making those disclosures in your own privacy policy. We will carry out a manual review of a result on request, and may charge for it.

9. ACCOUNT SECURITY

9.1. You are responsible for the security and proper use of all user identities, passwords, API keys and other credentials for your Account, including using multi-factor authentication where we make it available. You must not share your access with anyone who is not a Permitted User.

9.2. You are responsible for all Fees incurred using your credentials, except to the extent the use resulted from our breach of these Terms.

9.3. You must tell us immediately if you believe a credential has become known to, or is being used by, someone who is not authorised.

9.4. We may suspend a credential, or require you to change it, if we reasonably consider that there is or is likely to be a breach of security or misuse of the Services.

9.5. We maintain an information security management system consistent with ISO/IEC 27001 in relation to the Services.

10. PRIVACY AND CONSENT

10.1. You and we must each comply with the Privacy Laws. Our Privacy Policy explains how we handle Personal Information.

10.2. Where we handle Personal Information on your behalf, we will:

(a) handle it only to provide the Services, in accordance with these Terms and your instructions as configured through the Services, and as required or authorised by law;

(b) allow you to retrieve an electronic copy of it while your Subscription is active;

(c) take reasonable steps to ensure our personnel who have access to it are reliable and bound by obligations of confidence;

(d) take reasonable technical and organisational measures to protect it from misuse, interference and loss, and from unauthorised access, modification or disclosure; and

(e) co-operate with your reasonable requests to help you respond to an individual exercising rights under the Privacy Laws or to an enquiry by a regulator. We may charge our reasonable costs for assistance beyond the standard functionality of the Services.

10.3. You are responsible for:

(a) giving each Verified Individual the collection notices and privacy policy disclosures the Privacy Laws require, including about our role, the use of Data Providers, overseas disclosure and Automated Processing;

(b) obtaining, before Personal Information is submitted, the informed, voluntary, current and specific consent of each Verified Individual, including express consent to (i) the collection and use of biometric information and facial images for face matching and liveness checks; (ii) each check against the DVS, as required by clause 15; (iii) any check with a credit reporting body, where that data source is used; and (iv) the overseas disclosures described in clause 10.5;

(c) obtaining the authority of the Verified Individual for us to act as their agent in accessing third party databases, where the terms of those databases require the individual to make the request in their own name;

(d) keeping an audit trail of all consents and producing it to us within 5 Business Days of a request; and

(e) ensuring you are entitled to give us the Member Information.

10.4. Each consent must be sufficient to allow us and our Data Providers to collect, use, store, disclose and otherwise handle the Personal Information in accordance with these Terms. Where the Services are provided through forms we host, you must not remove or alter the consent wording without our written approval.

10.5. Overseas disclosure. We store Personal Information in Australia and the United States of America. Our Data Providers and subcontractors are located in Australia, the United States of America, the United Kingdom, the European Union, Singapore and New Zealand, and in any other country whose records must be checked to verify a foreign identity or entity, as updated in our Privacy Policy. You consent to these disclosures, and your consent wording must state that Personal Information may be transferred outside Australia and that those countries may not have privacy protections as extensive as those in Australia.

10.6. If the Services give you access to Personal Information that we or our Data Providers hold, you must comply with the Privacy Laws as if you were bound by them, protect that information from misuse and unauthorised access, and not transfer it outside Australia without our prior written consent.

10.7. We rely on you for direction as to the extent to which we are entitled to handle the Personal Information you submit. You indemnify us against any loss, liability, penalty, cost or expense (including reasonable legal costs) arising from a claim, complaint or regulatory action to the extent it arises from your failure to give a notice or obtain a consent required by this clause, from our handling of Personal Information in accordance with your instructions or these Terms, or from your breach of the Privacy Laws. This indemnity is reduced to the extent our breach of these Terms caused the loss.

10.8. If you intend to submit Personal Information of individuals located in the United Kingdom or the European Economic Area, you must tell us in advance, and we may require you to enter into a data processing addendum.

11. DATA RETENTION AND YOUR RECORDS

11.1. We retain verification records while your Subscription is active, so that they are available to you through the Services.

11.2. You may ask us in writing, at any time while your Subscription is active, to delete specified records earlier, and we will do so within a reasonable time.

11.3. When your Subscription ends, you must expressly ask us in writing to delete your records. If you do not, we may continue to hold them under clause 11.4.

11.4. We may, but are not obliged to, retain records for up to 7 years from the date the verification was completed where we consider this necessary to comply with a law or a Data Provider requirement, to respond to a regulator, or to establish or defend a legal claim. This applies despite a deletion request. Records held in routine backups are deleted when the backups are overwritten.

11.5. You are solely responsible for your own record-keeping obligations under the AML/CTF Laws and any other Applicable Law. You must export the records you need and keep them in your own data storage, and must not rely on us to hold records for that purpose.

11.6. We are not liable for any failure by you to meet your record-keeping obligations, or for any loss arising from the deletion of records in accordance with this clause 11.

12. DATA BREACHES

12.1. If you or we become aware that there are reasonable grounds to suspect a Data Breach, the party that becomes aware must:

(a) notify the other as soon as practicable, with the information the other reasonably needs to assess the Data Breach;

(b) take reasonable steps to contain the Data Breach and to complete its assessment within the timeframes in Part IIIC of the Privacy Act 1988 (Cth); and

(c) co-operate with the other so that, where the law permits, only one of us notifies the affected individuals and the OAIC. Unless we agree otherwise, you will notify your own customers. Nothing in this clause prevents either of us from making a notification required by law.

13. AML/CTF RESPONSIBILITIES

13.1. The Services assist you to comply with the AML/CTF Laws, but the obligation to comply remains with you.

13.2. We do not provide a designated service to your customers, and nothing in these Terms is a customer due diligence reliance arrangement under the AML/CTF Laws unless we expressly agree so in writing.

13.3. You are responsible for your own ML/TF risk assessment and AML/CTF policies, for selecting IDV Rules that are appropriate to your risks, for customer risk ratings, enhanced and ongoing customer due diligence, reporting to AUSTRAC and record-keeping.

13.4. You are responsible for deciding whether you apply an applicable customer identification procedure under the transitional arrangements or the initial customer due diligence requirements, and for configuring your use of the Services accordingly.

13.5. You must not disclose information to us where to do so would breach the tipping off provisions of the AML/CTF Laws.

14. DATA PROVIDERS AND THIRD PARTY DATA

14.1. We use Data Providers to supply the Services, and we are required to pass some of their terms on to you. Where your IDV Rules use a particular database, the terms of use of that database apply to you in addition to these Terms.

14.2. Where a Data Provider imposes restrictions or conditions of use that we must pass on, we may impose them on you by notice and you must comply with them. We will give as much notice as is reasonably practicable. If a new condition is materially detrimental to you, you may stop using the affected Service or cancel your Subscription.

14.3. You acknowledge that we may disclose Member Information to our Data Providers for verification purposes, and you are responsible for having the consents needed to support that disclosure. You are also responsible for keeping your own backups of your data.

14.4. Information sourced from Data Providers and other third parties is provided “as is” and “as available”. We make no warranty about its reliability, accuracy, completeness or currency. To the extent permitted by law, the Data Providers have no liability to you in connection with the Services, and they may rely on and enforce this clause.

14.5. We may stop supplying a Service that depends on a Data Provider by giving you 30 days’ notice, or any shorter notice that the Data Provider gives us.

15. DOCUMENT VERIFICATION SERVICE

15.1. We access the DVS as an ID Service Provider under a participation agreement with the Commonwealth of Australia, represented by the Attorney-General’s Department (the “Framework Administrator”, which in clauses 15.8 to 15.10 includes each official record holder, Austroads Ltd and the State and Territory Registries of Births, Deaths and Marriages). This clause applies where the Services include checks against the DVS, and prevails over the rest of these Terms to the extent of any inconsistency.

15.2. You warrant that, at all times while you receive checks against the DVS, you:

(a) are a legal entity, and will give us the information we reasonably require to establish your identity;

(b) carry on business in Australia or New Zealand and are subject to Australian or New Zealand law;

(c) are subject to the Privacy Act 1988 (Cth), the Privacy Act 2020 (NZ) or a State or Territory privacy law prescribed under the IVS Act or, if you are not, comply with the Australian Privacy Principles as if you were an APP entity;

(d) use the checks against the DVS on your own behalf only; and

(e) meet the requirements of, and comply with, the Document Verification Service Access Policy published by the Framework Administrator.

15.3. You must tell us immediately if you cease to meet any of those criteria. We will provide you only with an identity opinion, which is based on more than one identity check and may take a DVS match result into account. You must not attempt to ascertain the DVS match result.

15.4. Before a check against the DVS is made, you must ensure that the individual whose document is to be checked:

(a) confirms that they are authorised to provide the details in the document;

(b) is informed of the purpose for which the information is sought and will be used, including that it will be matched against the records of the official record holder and that this may involve third party systems and services;

(c) is told (i) how you, we and our gateway service provider will use the DVS; (ii) the legal obligations each of us has in relation to the collection of the information; (iii) the rights the individual has in relation to that collection; (iv) the consequences of declining to consent; (v) where the individual can get information about making a complaint; and (vi) where the individual can get information about the operation and management of the DVS hub; and

(d) gives express consent to the access, collection, use and disclosure of their identification information by you, us and our gateway service provider. Consent must not be inferred and must not be obtained on an opt-out basis.

15.5. You must keep full and proper records of those notices, confirmations and consents and produce them to us on request. Where consent is collected through forms we host using our standard wording, we will keep the record of that consent.

15.6. You must not:

(a) use or disclose identification information obtained for a check against the DVS to create a data profile of the individual or track their behaviour, to offer, advertise or promote goods or services (or enable another person to do so), or for market research;

(b) use or disclose a government related identifier of an individual except as permitted by Australian Privacy Principle 9;

(c) use information derived from a DVS check as the only evidence of an individual’s identity in criminal or civil proceedings to which the individual is a party;

(d) make any public statement about the DVS, or mislead any person about the DVS or your use of it;

(e) interfere with, disrupt or misuse the DVS, or allow any other person to use the checks against the DVS; or

(f) allow a person located outside Australia or New Zealand to use the checks against the DVS on your behalf without first notifying us and receiving our written confirmation.

15.7. You must maintain arrangements for dealing with complaints by individuals whose identification information you hold. We are your sole point of contact for any issue relating to the DVS. You must fully co-operate with any audit or verification process conducted by the Framework Administrator or by us, at any time and with or without notice, including by giving prompt access to your relevant records, systems, premises and facilities, and you authorise the Framework Administrator to access records you hold that are relevant to the use of the DVS.

15.8. The DVS is provided on an “as is” and “as available” basis and may be subject to faults, errors, interruption or unavailability. You must ensure that your business processes can be conducted through alternative means of identity verification if the DVS is unavailable.

15.9. To the extent permitted by law, the Framework Administrator makes no representation or warranty of any kind about the DVS or the accuracy of any match result, and has no liability to you for any loss or damage, however arising (including from negligence), that is directly or indirectly related to the DVS.

15.10. All disclaimers, exclusions, limitations of liability and indemnities in these Terms are also for the benefit of the Framework Administrator and may be enforced directly by the Framework Administrator, or by us on its behalf. You indemnify us and the Framework Administrator against any loss, liability, cost or expense (including reasonable legal costs) arising from your breach of this clause 15.

15.11. We must remove or de-identify Personal Information contained in DVS match data once the purpose for which it was obtained has been fulfilled, unless the law requires it to be retained. This applies despite clause 11.

15.12. The Framework Administrator may refuse, suspend or terminate access to the DVS at any time. We may suspend or terminate checks against the DVS immediately if the Framework Administrator does so or directs it, or if you breach this clause 15, and we may update this clause by notice to reflect a change to our participation agreement, the IVS Act or the DVS access policies.

15.13. Where the Services use address details from the Australian Electoral Commission, you may use the results only for a purpose permitted under the Commonwealth Electoral Act 1918 (Cth) and for the purposes of the AML/CTF Laws.

16. AUDIT

16.1. Our Data Providers and regulators require us to include a right of audit in our terms. This clause is limited to what is reasonably necessary to verify your compliance with these Terms.

16.2. We may send you written questions, and request supporting documents, about your compliance with these Terms. You must respond within 14 days.

16.3. If your response is inadequate, if we reasonably suspect a material breach, or if a regulator or Data Provider requires it, we or an auditor we appoint may audit your records, systems and premises that are used in connection with the Services, remotely or on site. We will give at least 10 Business Days’ written notice, or the shorter notice the regulator or Data Provider requires.

16.4. We will not audit you under clause 16.3 more than once in any 12 months unless we reasonably believe you are in material breach or a regulator or Data Provider requires it. Audits will be conducted during business hours, in a way that does not unreasonably disrupt your business, and in confidence. We bear the cost of an audit unless it reveals a material breach by you, in which case you must reimburse our reasonable costs.

17. INTELLECTUAL PROPERTY

17.1. All intellectual property rights in the Website, the Services and the Output Material belong to us or our licensors. While your Subscription is active, we grant you a non-exclusive, non-transferable, revocable licence to use the Website, the Services and the Output Material in accordance with these Terms. You may keep and use Output Material after your Subscription ends for your own record-keeping and compliance purposes.

17.2. All other rights are reserved. You must not republish, distribute or adapt the Website or the Services without our written permission.

17.3. You own the Member Information. You grant us a non-exclusive, royalty-free licence to use, copy, store and disclose it to provide the Services, to perform and enforce these Terms, to retain records under clause 11 and to comply with Applicable Laws. We may sublicense these rights to our subcontractors and Data Providers for the same purposes.

17.4. If you give us suggestions or feedback, we may use them without restriction or payment. We may create and use data derived from the operation of the Services that has been de-identified and aggregated so that neither you nor any individual is reasonably identifiable, in order to operate, secure, analyse and improve our services.

18. CONFIDENTIALITY

18.1. You and we must each keep confidential the non-public information of the other that is disclosed in connection with these Terms, use it only to perform obligations and exercise rights under these Terms, and protect it with no less than a reasonable standard of care.

18.2. A party may disclose the other’s confidential information to its personnel, advisers, auditors, insurers, subcontractors and Data Providers who need to know it and are bound by obligations of confidence, and as required by law, a court, a regulator or a Data Provider audit.

18.3. These obligations do not apply to information that is publicly available (other than through a breach), was already lawfully known to the recipient, or is obtained from a third party who is free to disclose it.

19. LIABILITY

19.1. Nothing in these Terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot by law be excluded or limited, including under the Australian Consumer Law.

19.2. If a guarantee, condition or warranty is implied or imposed by law and cannot be excluded, then to the extent permitted by law our liability for a failure to comply with it is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

19.3. Subject to clauses 19.1 and 19.2 and to the express terms of these Terms, all other guarantees, conditions and warranties are excluded to the extent permitted by law. We do not warrant that the Website or the Services will be uninterrupted, error free or free of viruses, or that data sourced from Data Providers or third parties is accurate, complete or current. We are not responsible for websites that the Website links to.

19.4. Subject to clauses 19.1 and 19.2, our total aggregate liability for all claims arising in any 12 month period under or in connection with these Terms, the Website or the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Fees you paid in the 12 months before the first event giving rise to liability. This is a single aggregate limit that applies to all claims together, including claims relating to confidentiality, privacy or a Data Breach.

19.5. Subject to clause 19.1, your total aggregate liability for all claims arising in any 12 month period is limited to the amount calculated under clause 19.4. This limit does not apply to your obligation to pay the Fees, to a breach of clause 7 or clause 17, to any indemnity you give under these Terms, or to your wilful misconduct.

19.6. Subject to clause 19.1, neither of us is liable for loss of profits, business or anticipated savings, loss or destruction of data, loss of use of data, loss of reputation, loss of goodwill, or any special, indirect or consequential loss or damage. This does not limit your obligation to pay the Fees or the amount of any third party claim covered by an indemnity.

19.7. We are not liable for any loss to the extent it results from: inaccurate or incomplete information supplied by you or a Verified Individual; an error in, or the unavailability of, data or services supplied by a Data Provider; your failure to follow our reasonable instructions; your failure to keep your own records; or your decision to provide, refuse or cease a product or service.

19.8. You indemnify us and our related bodies corporate, personnel and licensors against any loss, liability, cost or expense (including reasonable legal costs) arising from a third party claim to the extent it arises from: (i) use of the Website, the Services or Output Material by you or a Permitted User in breach of these Terms or an Applicable Law; (ii) Member Information infringing the rights of any person; (iii) a breach by you that puts us in breach of our agreement with a Data Provider; or (iv) a decision you make about a customer. This indemnity is reduced to the extent our breach of these Terms or negligence caused the loss.

19.9. A party’s liability is reduced to the extent the other party caused or contributed to the loss. Each of us must take reasonable steps to mitigate our loss.

19.10. You must notify us of a claim within 12 months after you become aware, or ought reasonably to have become aware, of the facts giving rise to it. To the extent permitted by law, a claim not notified within that time is barred.

20. SUSPENSION, CANCELLATION AND TERMINATION

20.1. You may cancel your Subscription by giving us 30 days’ written notice through the “Contact Us” link on the Website or by email to info@bronid.com.

20.2. We may suspend all or part of the Services immediately, giving notice as soon as reasonably practicable, where we reasonably consider it necessary to respond to a security threat or prevent misuse or harm, to comply with an Applicable Law or a direction of a regulator or Data Provider, or because your use of the Services appears to be unlawful or without the consents and authorities these Terms require.

20.3. We may suspend all or part of the Services on 5 Business Days’ notice if an undisputed amount is overdue or you are otherwise in material breach, and the default is not remedied within that period. We will limit a suspension to what is reasonably necessary and restore the Services promptly once the cause is resolved.

20.4. Either of us may terminate these Terms immediately by written notice if the other commits a material or persistent breach that cannot be remedied, or that is capable of remedy and is not remedied within 10 Business Days after written notice, or if the other becomes insolvent (subject to any stay under the Corporations Act 2001 (Cth)).

20.5. We may terminate your Subscription, or stop providing any part of the Services, by giving you at least 30 days’ notice, or on shorter notice if a change in law or the withdrawal or variation of supply by a Data Provider makes it unlawful or impracticable to continue. We will refund any prepaid Fees for the unused period.

20.6. When your Subscription ends you must stop using the Services and pay all outstanding Fees. For 30 days after it ends, and provided all Fees have been paid, we will make available a facility for you to download your verification records. After that period clause 11 applies.

20.7. Termination does not affect accrued rights. Clauses 4, 10 to 12, 14 to 19, 21 and 23 to 25, and any other provision intended to survive, continue after termination.

21. DISPUTE RESOLUTION

21.1. If a dispute arises in connection with these Terms, the party raising it must give the other written notice setting out the nature of the dispute. Authorised representatives must then try in good faith to resolve it.

21.2. If the dispute is not resolved within 30 Business Days of the notice, the parties will attempt to settle it by mediation in Sydney administered by the Australian Disputes Centre, sharing the mediator’s costs equally. If it is not settled within 30 Business Days of the mediation starting, either party may refer it to the courts of New South Wales.

21.3. This clause does not prevent a party from seeking urgent injunctive or other equitable relief, or prevent us from recovering undisputed overdue Fees.

22. FORCE MAJEURE

22.1. Neither of us is liable for any delay in performing, or failure to perform, an obligation (other than an obligation to pay money) that results from an event beyond that party’s reasonable control, including the failure or unavailability of a utility, cloud hosting, telecommunications service, Data Provider or government database, natural disaster, cyber attack, epidemic, and compliance with any law or governmental direction.

23. NOTICES AND CHANGES TO THESE TERMS

23.1. We may give you notices by email to the address registered to your Account or through the Website. You may give us notices by email to info@bronid.com. A notice is taken to be received when it is sent, unless the sender receives an automated message that it was not delivered.

23.2. We may update these Terms from time to time by publishing the updated version on the Website. Where a change is materially detrimental to you, we will give you at least 30 days’ notice by email or through the Website, unless a shorter period is required by law, a regulator or a Data Provider, and you may cancel your Subscription before the change takes effect and receive a refund of prepaid Fees for the unused period. Your continued use of the Services after a change takes effect is acceptance of the updated Terms.

24. GENERAL

24.1. Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent (not to be unreasonably withheld). We may assign or novate these Terms to a related body corporate or to a successor to all or part of our business by giving you notice.

24.2. Entire agreement. These Terms, our Privacy Policy, our pricing pages and any signed agreement between us are the entire agreement about their subject matter. Nothing in this clause limits any liability that cannot be excluded under the Australian Consumer Law.

24.3. Severance. If any provision of these Terms is found to be invalid, illegal, unenforceable or unfair, it is to be read down to the extent necessary or, if that is not possible, severed, and the remaining provisions are not affected.

24.4. Waiver. A failure or delay in exercising a right is not a waiver of that right.

24.5. Relationship. You and we are independent contractors. Except as stated in clause 10.3.c, nothing in these Terms makes either of us the agent, partner or employee of the other.

24.6. Compliance. You and we must each comply with the anti-bribery, sanctions and modern slavery laws that apply in connection with these Terms.

24.7. Third parties. Except as stated in clauses 14.4 and 15.10, a person who is not a party to these Terms has no right to enforce them.

25. GOVERNING LAW

25.1. These Terms are governed by the laws of New South Wales, Australia. Subject to clause 21, you and we submit to the exclusive jurisdiction of the courts of New South Wales and the courts entitled to hear appeals from them.

26. CONTACT US

26.1. Brontech Pty Ltd, trading as bronID, Suite 207, 368 Sussex Street, Sydney NSW 2000, Australia. Email: info@bronid.com. You can also use the “Contact Us” link on the Website.