Thank you for choosing to use ChekRite’s application suite (Service), which includes the ChekRite, ChekMate, ChekRite Online & ChekTV applications and the ChekRite Portal, ChekStore, and ChekRite Analytics services.
This agreement (Agreement) is between ChekRite Asia Pacific Pty Ltd (“ChekRite”), ABN 25 639 697 939 (ChekRite, “us,” “we,” or “our”) and the person or entity agreeing to these terms (you). If you are agreeing on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement.
By using or accessing the Service, you agree to these terms and conditions of use (Terms). Your continued use of the Service after any changes constitutes your acceptance of those changes.
If you do not agree with these Terms, stop using and uninstall the Service immediately.
These Terms govern your use of the Services as well as any technology you download from us that references these Terms. These Terms include, and incorporate by reference, the Privacy Policy, Acceptable Use Policy, Site Terms and Conditions, any Orders, and any other ChekRite policies and attachments posted at chekrite.com, mychekrite.com, and/or chekstore.com (collectively, the “Site”), as though fully set out in these Terms.
If any provisions of applicable ChekRite policies conflict with these Terms, these Terms will take priority, except that an executed Order will prevail over these Terms to the extent of any direct conflict.
If you also use any of our other services, the separate terms and conditions for those services will apply in addition to these Terms, unless expressly stated otherwise. Updates to referenced policies may be made from time to time, and your continued use of the Services after such updates constitutes your acceptance of them.
From time to time, we may offer certain Services at no cost, including free accounts, trial use, or access to pre-release and beta products (“No-Charge Services”). If offered, your use of any No-Charge Services will be subject to any additional terms that we specify and will only be permitted for the period designated by us. We may suspend or terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support, maintenance, warranty, or indemnity obligations.
Subject to these Terms, ChekRite shall make the Service available to you on a compatible computer, mobile telephone, or handheld device (“Device”) owned or controlled by you, solely for your internal business operations and in compliance with all applicable laws and regulations.
These Terms also apply to any updates and upgrades subsequently provided by ChekRite for the Service. ChekRite shall host the Service and may update the functionality, user interface, usability, and related documentation, training, or educational information from time to time in its sole discretion as part of its ongoing mission to improve the Service and customer experience.
Unless permitted by law or expressly allowed in these Terms, you must not (and must not authorise any third party to):
(i) rent, lease, distribute, license, sublicense, sell, transfer, assign, or otherwise provide access to the Service;
(ii) reproduce, modify, adapt, or create derivative works of the Service;
(iii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive the source code, data models, or APIs of the Service;
(iv) remove, obscure, or tamper with any disclaimers, proprietary notices, or other legal notices;
(v) combine the Service, in whole or in part, with any other software, data, or materials except as expressly permitted;
(vi) store or use any part of the Service or data you do not own in an archival or searchable database; or
(vii) circumvent or attempt to circumvent any usage limits, security measures, or technical restrictions.
You are responsible for all use of the Service by your employees, contractors, and authorised third parties, and you must promptly notify us in writing of any breach of these conditions of use.
All intellectual property rights of any kind in or associated with the Service, including but not limited to all code, libraries, programs, software, documentation, content, databases, systems, logos, and trademarks (excluding Materials), are and shall remain the exclusive property of ChekRite or its licensors. Except as expressly permitted in these Terms, no rights or licences are granted to you, whether by implication, estoppel, or otherwise.
Subject to these Terms, you may modify customisable areas of the Service through the ChekRite Portal for the purpose of developing additional features (“Your Modifications”). You may use Your Modifications solely within your own instances of the Service in support of your authorised use. You acknowledge that ChekRite may develop and make available features similar to or competitive with Your Modifications, and nothing in these Terms restricts ChekRite’s right to do so.
ChekRite provides no support, warranty, indemnification, or liability of any kind in connection with Your Modifications or their combination, interaction, or use with the Service. We may remove, disable, or restrict Your Modifications at any time if we determine they present a security, legal, or operational risk.
You must indemnify, defend, and hold harmless ChekRite and its affiliates, officers, agents, and employees from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) Your Modifications; (ii) any claim that Your Modifications infringe or misappropriate the intellectual property rights of a third party; or (iii) your breach of this Section. This indemnity applies provided that ChekRite gives you (a) prompt written notice of such claim; (b) the exclusive right to control the investigation, defence, and settlement of such claim; and (c) reasonable cooperation at your expense.
This Section applies to the extent that the EU General Data Protection Regulation 2016/679 (“GDPR”) or any other applicable data protection laws apply to personal data processed in connection with your use of the Service and/or No-Charge Services. Where applicable, the provisions of Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement) form part of these Terms.
To the extent that you provide personal data through the Service, you are the data controller and ChekRite is the data processor, except in relation to account registration details and other data collected directly by ChekRite for its own purposes, in which case ChekRite is the data controller.
You may need to register for an account in order to access or receive Services. Any registration information you provide must be accurate, current, and complete, and you must keep it updated so we can send notices, statements, and other information to you by email or through your account. You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted through your accounts.
To activate the Service, you must execute a quote or order form (an “Order”) provided by ChekRite, which specifies the Services, the Term, and the Fees, all of which are subject to this Agreement. For clarity, an Order may also include an online sign-up, electronic acceptance, or other written agreement referencing these Terms. By submitting an Order, you represent and warrant that you have authority to bind the entity you act on behalf of.
We reserve the right to suspend or terminate your account if any information you provide is false, incomplete, or misleading, or if you breach your obligations under this section.
Services are provided on a subscription basis for a set term as specified in your Order (the “Term”). Unless otherwise specified in your Order, all subscriptions will automatically renew for successive periods equal to the initial Term at ChekRite’s then-current rates, unless you cancel your subscription in writing or through your account on the Site before the end of the current Term.
If you cancel, your subscription will terminate at the end of the then-current billing cycle, and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination, except as required by applicable law.
If ChekRite does not want the Services to renew, we will provide you with written notice of non-renewal at least thirty (30) days before the end of the then-current Term.
You agree to pay all Fees in accordance with your Online Order or Quote/Order Form. Unless otherwise specified in your Order, you must pay all amounts in the currency offered at the time you place the Order. All amounts are non-refundable, non-cancellable, and non-creditable, except as required by applicable law.
You will pay for the Services on a monthly basis. Fees are calculated based on the number of Transactions you have submitted, using the transaction rates provided to you when you order the Service. We may bill your nominated credit card or other authorised payment method for renewals, Fees, and any unpaid amounts. Where we issue an invoice for payment rather than direct debit, payment is due within seven (7) days of the invoice date, and will be considered overdue after that date.
We may enable other forms of payment by making them available on the Site. These other forms of payment may be subject to additional terms, which you may have to accept before using them.
Overdue payments will accrue interest at the annual rate of the RBA cash rate + 3% (or the highest rate permitted by law, if less), calculated daily from the due date until paid in full. You are responsible for all reasonable expenses (including legal and collection fees) we incur in collecting overdue amounts, except where the overdue amount is due to our billing inaccuracies.
If you do not pay Fees when due, we may immediately suspend or restrict your access to the Service until all outstanding Fees (and applicable interest and costs) are paid. If payment remains outstanding for more than fourteen (14) days, ChekRite may terminate this Agreement without further notice.
Without limiting the above, ChekRite may withhold delivery of any reports, outputs, or data generated through the Service, and may restrict your ability to access, export, or download Customer Data, until all overdue Fees are paid in full. While Customer Data remains your property (as set out elsewhere in these Terms), you acknowledge and agree that ChekRite is not required to provide you with access to such data while you are in breach of your payment obligations.
You are responsible for any duties, customs fees, or taxes (other than our income tax) associated with the sale of the Services, including any related penalties or interest (“Taxes”), and you will pay us without deduction for such Taxes. If we are required to collect or pay Taxes, these will be invoiced to you unless you provide a valid exemption certificate. If you are required by law to withhold any Taxes from payments to us, you must provide us with an official receipt or documentation to support such payment.
You acknowledge that your agreement with your telecommunications provider remains separate, and you accept responsibility for any network or third-party charges incurred while accessing the Service.
You must use the Services in accordance with the Acceptable Use Policy and the Site Terms and Conditions.
You may specify one or more administrators with password-protected rights to access administrative account(s) for the purpose of administering the Services (“Admin Accounts”). You are solely responsible for:
(a) maintaining the confidentiality and security of Admin Accounts and passwords;
(b) designating and managing those individuals authorised to access Admin Accounts; and
(c) ensuring that all activities conducted under Admin Accounts comply with these Terms.
You are responsible for all activities occurring under your accounts, whether authorised or unauthorised, until you notify ChekRite in writing of any compromise. ChekRite is not responsible for the internal management or administration of the Services within your organisation, and has no liability for disputes between you, your administrators, or your users.
Your administrators may have the ability to access, monitor, use, or disclose data available to your users. You are solely responsible for obtaining and maintaining all necessary consents from your users to permit: (i) your administrators’ access, monitoring, use, and disclosure of such data, and (ii) ChekRite’s provision of the Services to you. ChekRite has no obligation to verify such consents.
You are responsible for responding to any third-party request for records relating to your users’ use of the Services (“Third Party Requests”), including lawful search warrants, court orders, subpoenas, or other valid legal processes. To the extent permitted by law and by the terms of the Third Party Request, ChekRite will: (a) promptly notify you of its receipt; (b) comply with your reasonable requests regarding efforts to oppose it; and (c) provide you with available information or tools required for you to respond. You must first attempt to obtain the information required to respond on your own and may contact ChekRite only if you cannot reasonably obtain it. Notwithstanding the foregoing, ChekRite may disclose data if legally compelled to do so, even where notice to you is prohibited by law.
You retain all rights, title, and interest in and to all data, content, information, checklists, records, and other materials you or your users upload, generate, or otherwise provide in connection with the Service (“Customer Data”). ChekRite does not acquire any ownership rights in Customer Data.
You grant ChekRite a limited, non-exclusive licence to process, store, and transmit Customer Data solely for the purpose of: (i) providing the Service; (ii) fulfilling ChekRite’s legal obligations; (iii) enforcing these Terms (including withholding access in the event of non-payment as set out in Section 18); and (iv) using Customer Data in an aggregated and/or anonymised form, where it cannot reasonably identify you or any individual, for the purposes of improving, training, and enhancing ChekRite’s services, systems, and technologies, including artificial intelligence models.
ChekRite will not disclose Customer Data to third parties except as required to provide the Service, comply with legal obligations, or in anonymised form as described above.
If you are paying Fees for the Service, ChekRite will use commercially reasonable efforts to ensure the Service is operational and available to you at least 99% of the time in any calendar month (“ChekRite SLA”).
If we fail to meet the ChekRite SLA, and if you meet your obligations under this SLA, you may be eligible for a service credit for that month. This ChekRite SLA states your sole and exclusive remedy for any failure by ChekRite to meet the SLA.
Monthly Uptime Percentage & Service Credit
To receive a service credit, you must notify us in writing within thirty (30) days of becoming eligible. Failure to do so forfeits your right to any credit. The maximum service credit in any calendar month is capped at 10% of monthly fees. Service credits may not be exchanged for cash or refunds.
The ChekRite SLA does not apply to:
(i) Services that expressly exclude this SLA (as stated in their documentation);
(ii) downtime or performance issues caused by factors outside ChekRite’s reasonable control, including force majeure;
(iii) issues arising from your equipment, third-party equipment, or network connections; or
(iv) scheduled maintenance or emergency maintenance.
By using the Service, you acknowledge and agree that it is your sole responsibility to ensure the confidentiality and security of any information transmitted from or stored on your Devices in connection with the Service, and for all transactions and activities under your accounts, whether authorised or unauthorised.
You understand that the Service involves transmission of data over networks that are not owned, operated, or controlled by ChekRite, and ChekRite is not responsible for any data that is lost, altered, intercepted, or stored across such networks.
ChekRite will use commercially reasonable efforts to implement and maintain administrative, physical, and technical safeguards designed to protect and secure the Service and Materials. However, ChekRite does not warrant or guarantee that its security procedures will be error-free, that transmissions will always be secure, or that unauthorised third parties will never be able to defeat its security measures or those of its third-party service providers.
When you use the Service, any data, checklists, information, content, code, video, images, or other materials of any type (“Materials”) you enter remain confidential to you unless and until you choose to share them with ChekRite and/or other users. ChekRite has no obligation to treat publicly shared Materials as confidential.
If you choose to publicly share Materials (including uploading, submitting, or otherwise transmitting them through the Service, the Site, or ChekStore):
ChekRite reserves the right, at its absolute discretion and without notice, to remove, modify, or disable access to any Materials it considers inappropriate or in breach of these Terms, and to suspend or terminate accounts of repeat offenders.
Any Materials you download through the Service, including but not limited to checklists, templates, or other content created by third parties, are downloaded at your own risk. Such Materials:
You are solely responsible for reviewing and modifying any downloaded Materials to meet your own requirements, and for obtaining professional advice from a qualified person before using them in any operational, compliance, or safety context. ChekRite disclaims all liability in relation to your use of downloaded Materials.
Any information you provide to ChekRite in connection with the Service will be collected, used, stored, and disclosed in accordance with our Privacy Policy available on the Site. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.
Where applicable, and to the extent required by the EU General Data Protection Regulation 2016/679 (“GDPR”) or other applicable data protection laws, the provisions of Appendix 1 (Data Protection Compliance) will apply.
ChekRite may list you as a customer and use your name and logo on ChekRite’s websites, customer lists, marketing materials, and media releases. Unless otherwise agreed, ChekRite will provide you with prior notice before publishing your logo in a media release.
You may use the ChekRite logo on your websites, supplier lists, marketing materials, and media releases provided you give ChekRite prior written notice of your intended use and comply with ChekRite’s brand guidelines (as updated from time to time).
Each party grants the other a non-exclusive, non-transferable, royalty-free, worldwide licence to use its logo in accordance with this Section. Either party may revoke this licence at any time upon written notice.
Except as expressly stated in this Agreement, the Service and any Materials are provided on an “as is,” “as available,” and “with all faults” basis, without any warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, ChekRite disclaims all warranties, including without limitation: (i) merchantability; (ii) fitness for a particular purpose; (iii) non-infringement; (iv) uninterrupted or error-free operation; (v) correction of all defects; and (vi) that the Service or Materials will meet your requirements.
You acknowledge and agree that:
To the maximum extent permitted by law, ChekRite is not liable for: (a) misuse of the Service or Materials; (b) use with third-party data, software, or hardware not recommended by ChekRite; (c) reduced performance, interruptions, or unavailability due to network connections or factors outside ChekRite’s control; or (d) errors or failures caused by your configuration, modification, or manipulation of the Service or Materials.
To the maximum extent permitted by law, ChekRite will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or data, arising out of or in connection with the Service, whether in contract, tort, statute, or otherwise.
If any warranty or condition is implied by law and cannot be excluded, ChekRite’s liability is limited, at its option, to the resupply of the relevant goods or services or payment of the cost of resupply.
Notwithstanding anything else in these Terms, ChekRite’s total aggregate liability for all claims arising out of or related to the Service shall not exceed the greater of: (i) one hundred Australian dollars (AUD $100); or (ii) the total Fees paid by you to ChekRite for the Service in the six (6) months immediately preceding the event giving rise to liability.
Each party indemnifies the other and its affiliates, officers, agents, and employees (the “Indemnified Parties”) from and against all claims, damages, losses, liabilities, costs, and expenses (including full indemnity legal costs) arising out of or in connection with: (i) its breach of these Terms; or (ii) its breach of applicable law.
This Agreement will continue for the Term unless terminated earlier in accordance with these Terms.
We may immediately suspend or terminate your access to the Service, in whole or in part, if:
During any suspension or following termination, ChekRite may withhold, block, or deny access to any Customer Data, reports, or outputs generated by the Service until all outstanding Fees (including interest and recovery costs) are paid in full. You acknowledge that while you may own your Customer Data, ChekRite is not obliged to provide access to, or delivery of, such data while invoices remain unpaid.
If you terminate this Agreement for convenience, you remain liable for all Fees for the Term and no refunds or credits will be provided.
Upon termination:
After termination and provided all outstanding Fees are paid, ChekRite may, at its discretion, provide access to Customer Data for a commercially reasonable period of time at ChekRite’s then-current rates. After that period, ChekRite may permanently delete Customer Data from its systems.
The exercise of suspension or termination rights is without prejudice to any other remedies ChekRite may have under these Terms or at law.
The following provisions will survive termination or expiration of this Agreement: Sections 5 (Intellectual Property Rights), 9 (Billing and Payment), 14 (Sharing Content), 16 (Privacy Policy), 17 (Use of Logo), 18 (Disclaimer, Limitation on Liability and Indemnity), 19 (Termination and Suspension), 22 (General), together with any other provisions which by their nature, intent, or effect are intended to survive.
We may update or modify these Terms, or any policies referenced by them, from time to time. Updates take effect upon posting to our Site, through your account, or within the Service.
If a revision materially reduces your rights, we will use reasonable efforts to notify you (for example, by email to your designated contact or through the Service). The updated Terms will apply at the start of your next renewal Term. If you object, your sole remedy is to provide written notice of non-renewal at least thirty (30) days before the renewal date.
With respect to No-Charge Services, acceptance of the updated Terms is required to continue using such Services. If you do not agree, you must immediately cease use.
For clarity, each Order is subject to the version of the Terms in effect at the time the Order was placed.
These Terms are governed by the laws of Queensland, Australia, and each party submits to the exclusive jurisdiction of the courts of Queensland, Australia.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be omitted to the extent of its invalidity, illegality, or unenforceability, and the remainder will continue in full force and effect.
No waiver of any right under these Terms is effective unless in writing. A failure or delay in exercising any right does not operate as a waiver, nor does a single or partial exercise of any right prevent further exercise of that or any other right.
Neither party is liable for inadequate performance caused by factors beyond its reasonable control, including natural disasters, acts of war or terrorism, riots, labour disputes, government actions, internet or telecommunications disruptions, or other force majeure events.
Your use of any website, platform, or software not provided by us to access or download the Service is at your own risk and governed by the terms of that third party. We are not responsible for any consequences of such use, including any damage to property or devices, or the transfer of viruses or malicious code, except where directly caused by the Service.
Notices to you may be posted on the Site or sent in writing (including by email) to the last address you provided. Notices to ChekRite, and any questions or complaints, must be in writing and addressed to:
Enquiry Officer
ChekRite Pty Ltd
Level 4, 303 Coronation Drive
Milton, Queensland 4064
Australia
Email: info@chekrite.com
The parties must use best endeavours to resolve disputes under these Terms before pursuing external dispute resolution. Each party must give written notice of any dispute.
You may not assign or transfer this Agreement or any rights or obligations under it without our prior written consent. We may assign this Agreement, without restriction, to: (i) any affiliate or subsidiary, or (ii) any third party involved in a merger, acquisition, sale of shares or assets, change of control, or corporate reorganisation involving ChekRite.
This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior communications, representations, or agreements. Each party acknowledges it has not relied on any representation or warranty not expressly set out in these Terms.
In this Appendix and in Appendix 2 (Data Processing Agreement):
Data Protection Laws means the EU Data Protection Laws and the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the EU Data Protection Laws in relation to the processing of personal data and sensitive personal data.
EU Data Protection Laws means, up to and including 24 May 2018, any legislation in force from time to time which implements the EU Directive 95/46/EC and relevant national implementations of the same and, with effect on and from 25 May 2018, means the GDPR and any relevant national implementations of the same;
personal data, sensitive personal data, consent, controller, processor, data subject and processing mean those concepts, roles and activities as defined in the applicable EU Data Protection Laws and on and from 25 May 2018 sensitive personal data means those classes of personal data that are described in Article 9 of the European General Data Protection Regulation 2016/679) or, where relevant, equivalent concepts, roles and activities as described in other Data Protection Laws.
We are the controller in respect of personal data and sensitive personal data, such as account registration details, that we collect directly from users of the Services (End Users) and users of No-Charge Services, and which we use for the purposes of our business.
You are the controller and we are the processor in respect of any other personal data and sensitive personal data (including within Your Modifications) that is uploaded by users and/or users of No-Charge Services including data, checklists, information, content, code, video, images or other material of any type (Materials), or which is provided by your administrators (see Section 10 above).
On and from 25 May 2018, to the extent that the Services and/or Non-Charge Services comprise the processing of personal data or sensitive personal data where we are the processor and you are the controller and the processing of personal data or sensitive personal data is subject to the GDPR:
We will present our Privacy Policy to you and to others who may download Materials where we are a controller. To the extent that we do not have direct contact with End Users or the relevant data subjects, for example, where personal data or sensitive personal data is uploaded relating to your employees or customers, and where we are a processor and not a controller, it is your responsibility to ensure that in accordance with Article 13 of the GDPR:
You present our Privacy Policy to those End Users and other data subjects, as required
The provisions of this Appendix (Data Processing Agreement) form part of the Agreement to the extent that Section 6 of the Agreement applies.
ChekRite shall: