ZipID is a provider of "come to you" face-to-face verification of identity services to businesses and individual consumers.
Under the Verification of Identity Rules, the Referrer is required to verify the identity of certain individuals and may do so through an authorised and qualified agent.
The Referrer has requested that ZipID provide the VOI Services as the Referrer’s agent.
ZipID agrees to provide the VOI Services, subject to the terms and conditions of this Agreement.
In this Agreement:
Approved Insurer means an APRA approved insurer.
ARNECC means the Australian Registrars National Electronic Conveyancing Council.
Body Corporate has the meaning given in Corporations Act 2001(Cth).
Booking means the confirmed booking made by the VOI Candidate using the ZipID Website.
Business Day means a day that is not a Saturday, Sunday or public holiday in the state in which the land being transacted is located.
Client Authorisation Form means the form authorising the Referrer to act for the VOI Candidate in the Transaction.
Effective Date means the date on which the Referrer receives notification from ZipID that the Referrer has been registered for the VOI Services.
Force Majeure Event in respect of a party to this Agreement, means an act, event or circumstance that is beyond the reasonable control of that party, and includes, but is not limited to, fire, storm, flood, earthquake, explosion, war, invasion, rebellion, sabotage, epidemic, labour dispute, labour shortage, outage or failure of telecommunications networks, failure or delay in transportation and act or omission (including laws, regulations, disapprovals or failures to approve) of any governments or government agencies.
Matter Information means the information relating to the Referrer’s matter including the reference code, Transaction details and property information.
Participation Rules means the Model Participation Rules published by ARNECC pursuant to the Electronic Conveyancing National Law as may be amended from time to time and as may be implemented in each state.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth.) and also includes any other information or data that is the subject of requirements or restrictions contained in Privacy Laws.
Policy means the verification of identity policy issued or published by the Registrar or Registrar-General for the jurisdiction in which the land is located as may be amended from time to time.
Privacy Laws means the Privacy Act 1988 (Cth.) and each of the various statutes of the States and Territories of Australia which regulate, or make provision in respect of personal, information of individuals
Referrer Code means the unique identifying code issued by ZipID to the Referrer.
Term means the duration of the Agreement determined in accordance with clause 2.
Toll means Toll Fast Pty Ltd (a division of Toll Logistics Limited) and includes its agents, contractors, employees, authorised representatives and subsidiaries.
Transaction means the property dealing being entered into by the VOI Candidate (e.g. transfer, mortgage or caveat).
VOI Report means a written report (in electronic form) containing copies of identity documents of the VOI Candidate and an agent declaration signed by or on behalf of ZipID in accordance with the Verification of Identity Rules.
Verification of Identity Rules means the Verification of Identity standard set out in Schedule 8 of the Participation Rules as may be amended from time to time and in the Policy.
VOI Candidate means the individual who is required to have their identity verified by a Referrer for a Transaction.
VOI Fee means the fee charged by ZipID for carrying out the VOI Service in accordance with a Booking.
VOI Service means the face-to-face verification of the identity of the VOI Candidate in accordance with the standard set out in the Verification of Identity Rules.
ZipID Fleet means the field agents engaged by ZipID as employees, agents or sub-contractors in accordance with clause 4 in connection with performing the VOI Services.
ZipID Referrer Portal means a secure online platform which ZipID may make available to the Referrer for accessing VOI Reports.
ZipID Website means the website operated by ZipID at www.zipid.com.au (or a successor site), which allows VOI Candidates to make Bookings for VOI Services.
2. Appointment and Term
This Agreement commences on the Effective Date, and will continue until terminated upon 30 days’ prior written notice by either party (Term). Termination does not affect or limit any rights or obligations of either party accrued prior to termination.
During the Term the Referrer appoints ZipID as its agent for the purposes of carrying out face-to-face verification of identity of the Referrer’s clients and, if instructed by the Referrer to do so, sign Client Authorisation Forms as the Referrer’s Representative Agent (within the meaning of the Participation Rules).
The Referrer directs ZipID to carry out the face-to-face verification of identity in accordance with the Verification of Identity Rules.
3. VOI Services
ZipID will operate the ZipID Website, which will allow consumers to make a Booking for VOI Services. Unless otherwise agreed by ZipID and the Referrer, the VOI Candidate must pay to ZipID (at the time of making a Booking) the VOI Fee at the rate specified by ZipID from time to time. The VOI Fee will be retained by ZipID.
ZipID will notify the Referrer when ZipID receives a Booking which relates to the Referrer’s client. Notification will include Booking details including the VOI Candidate’s name, Referrer and Booking date.
Upon successful completion of the VOI Service, ZipID will within 3 Business Days make available to the Referrer a completed VOI Report in relation to the VOI Candidate.
Where ZipID has been unable to successfully complete the VOI Service (including, by way of example, where the VOI Candidate has been unable to provide valid identity documents) ZipID will use all reasonable endeavours to promptly notify the Referrer of the fact of and (to the extent possible) the reason for, the unsuccessful Booking.
ZipID is entitled to provide VOI Services to any other party without the consent of the Referrer. The Referrer is entitled to engage any other party to provide verification of identity services without the consent of ZipID.
4. ZipID Fleet
Subject always to clause 4.2 below, ZipID may appoint employees, agents and sub-contractors as members of the ZipID Fleet from time to time. As at the Effective Date, ZipID has appointed Toll as a member of the ZipID Fleet and the Referrer consents to that appointment. The Referrer acknowledges and agrees that ZipID assumes responsibility for all acts or omissions of the ZipID Fleet in the course of providing the VOI Services and that ZipID is principally responsible and liable for the due fulfilment of its obligations under this Agreement, including the provision of the VOI Services. The Referrer agrees that no direct rights or obligations between the Referrer and the ZipID Fleet arise under this Agreement.
ZipID will ensure that each member of the ZipID Fleet employed or engaged to undertake VOI Services has been police background checked and has successfully completed a training program in relation to the requirements of the Verification of Identity Rules and other matters relevant to the VOI Service (and any ongoing training refreshers as required from time to time) (VOI Training Program) before being deployed in connection with VOI Services.
5. Access to ZipID Referrer Portal
ZipID may from time to time grant to the Referrer the right to gain secure access to the ZipID Referrer Portal to enable the Referrer to download copies of the VOI Reports.
The Referrer will not, and will ensure that its personnel do not, use the ZipID Referrer Portal for any purpose other than in connection with the provision of VOI Services relating to a Transaction to its clients.
The Referrer must ensure that any user names and passwords, or like means of accessing the ZipID Referrer Portal, issued to the Referrer for the purpose specified in paragraph 5.2, are kept confidential and secure by the Referrer’s authorised user, and the Referrer will notify ZipID immediately should it become aware or suspect that:
- details of a user name and password, or like means of access, has been acquired by a person who is not an authorised user; or
- a user name and/or password, or like means of access, has been compromised.
6. Referrer's Obligations
The Referrer must provide to the VOI Candidate all relevant information required to enable the VOI Candidate to make a Booking, including:
- the Referrer Code;
- the Matter Information;
- details of identity documents to be provided at the time of the Booking to verify identity; and
- the properly completed Client Authorisation Form (if required) for signing
The Referrer must review the VOI Report prior to relying on it and must reasonably satisfy itself based on the information available to the Referrer including without limitation the VOI Report and the Matter Information that the VOI Candidate’s identity has been properly verified in accordance with the Verification of Identity Rules. The Referrer must take further steps as may reasonably be considered necessary (if any), having due regard to the contents of the VOI Report, to verify the identity of the VOI Candidate.
Where a Transaction Document is to be executed by a Body Corporate:
- the Referrer is responsible for confirming the existence of the Body Corporate and taking reasonable steps to establish who is authorised to sign on behalf of the Body Corporate, as required by the Verification of Identity Rules; and
- the provision of a VOI Report by ZipID in relation to a VOI Candidate who purports to sign for a Body Corporate does not prove that the VOI Candidate is authorised to sign on behalf of the Body Corporate.
Where a Transaction Document is to be executed under a Power of Attorney:
- the Referrer is responsible for confirming the existence of and details relating to the attorney and the donor and taking reasonable steps to establish that the Transaction is authorised by the Power of Attorney, as required by the Verification of Identity Rules; and
- the provision of a VOI Report by ZipID in relation to a VOI Candidate who purports to sign as an attorney under a Power of Attorney does not prove that the VOI Candidate is authorised to sign on behalf of the donor.
The Referrer is responsible for the accuracy and completeness of all data made available by it to ZipID in connection with the VOI Services.
ZipID warrants that:
- it will perform the VOI Services diligently with due care and skill and in compliance with the Verification of Identity Rules and in accordance with this Agreement;
- the ZipID Fleet has been properly trained to carry out the VOI Services and will be monitored by ZipID in their performance of the VOI Services; and
- subject to clause 6.2 to 6.5 (inclusive) above and any expressly stated customised written qualifications addressing any special circumstances of a VOI Report, the delivery by ZipID to the Referrer of a completed VOI Report in relation to a VOI Candidate is evidence that ZipID has carried out a face-to-face verification of identity interview with the VOI Candidate in accordance with the reasonable steps set out in the Verification of Identity Rules
The Referrer acknowledges that the VOI Service provided by ZipID is not intended to conclusively prove the identity of the VOI Candidate. ZipID does not warrant or guarantee that the successful completion of a VOI Service eliminates the possibility of identity fraud.
ZipID does not warrant that the VOI Candidate has the authority to enter into the Transaction or deal with the property the subject of the Transaction.
ZipID does not warrant that access to the ZipID Website and the ZipID Referrer Portal will be uninterrupted.
Throughout the Term, ZipID will maintain professional indemnity and fidelity insurance with an Approved Insurer satisfying the level specified by the Verification of Identity Rules as being required for an agent carrying out verification of identity services.
Upon reasonable written request, ZipID will provide to the Referrer a copy of the Certificate of Currency for the insurances set out in clause 8.1 above.
9. Privacy and Security
Each party agrees that it will comply with the requirements of Privacy Laws in respect of any Personal Information to which it has access or which it collects or stores in the course of or as a consequence of exercising rights or fulfilling obligations, under this Agreement. ZipID agrees that it will only use Personal Information obtained from the VOI Candidate or the Referrer for the purpose of performing the VOI Services for the Referrer or for any matter consented to by the VOI Candidate and will not without the consent of the VOI Candidate provide any Personal Information to Toll or any other third party except for the purpose of performing the VOI Services for the Referrer.
ZipID will establish and maintain safeguards against the destruction, loss, alteration or unauthorised access of Personal Information held by it that are no less rigorous than safeguards that meet generally accepted industry standards.
10. Indemnities, Liability
ZipID indemnifies the Referrer against all losses, damages, costs and/or expenses (including, without limitation, all reasonable legal expenses) incurred or sustained by, or awarded against, the Referrer arising as a result of, or in connection with ZipID being in breach of the warranties given in clause 7.1 above.
Notwithstanding any other provision of this Agreement, the Referrer agrees that to the extent permitted by law to be excluded, ZipID has no liability to the Referrer for any indirect, consequential, special or exemplary losses damages, costs and/or expenses including any loss of revenue, loss of profits, loss of goodwill, loss of data, or failure to realise anticipated savings or benefits incurred or sustained by the Referrer irrespective of how they were incurred or sustained (including, without limitation, as a result of negligence), and even if such losses, damages, costs and/or expenses were reasonably foreseeable by ZipID. To avoid doubt, this clause 10.2 does not exclude ZipID’s liability to the Referrer in connection with claims made against the Referrer by the VOI Candidate or any third party.
ZipID’s liability to the Referrer under or in connection with this Agreement (including the indemnity in clause 10.1 above) will be reduced proportionately by the extent to which the acts or omissions of the Referrer or of any of its officers employees contractors or representatives caused or contributed to the relevant loss or damage suffered or incurred by the Referrer
Notwithstanding any other provision of this Agreement and to the extent permitted by law, the liability of ZipID to the Referrer for all causes of action arising under, or in connection with, this Agreement (including negligence), will be limited to $2,000,000 per claim and $5,000,000 in the aggregate per year.
To the extent ZipID is able to at law, ZipID excludes all statutory or implied representations, conditions, warranties and terms relating to the VOI Services or this Agreement. ZipID does not exclude any such representations, conditions, warranties or terms to the extent it is prohibited by law from doing so (including under the Australian Consumer Law).
The exclusions and limitations in clauses 10.2 and 10.4 respectively do not apply to the extent the law prohibits ZipID from excluding or limiting its liability (including under any statutory or implied representation, condition, warranty, term or guarantee that ZipID is unable to exclude by law). ZipID's total liability for any loss or damage under any such statutory or implied representation, condition, warranty, term or guarantee, is limited to the extent permitted by law, to ZipID re-supplying the services to the Referrer, or, at ZipID's option, paying to the Referrer the cost of resupplying the services to which the claim relates.
This clause 10 will survive the termination or expiry of this Agreement and will be enforceable by and against each party as if this Agreement was still in effect.
ZipID will primarily communicate with the Referrer via the ZipID Website, the ZipID Referrer Portal and the e-mail address provided by the Referrer.
To access, view, and retain VOI Reports, the Referrer must have unless otherwise notified by ZipID access to an active e-mail account. The Referrer is responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. ZipID will give the Referrer not less than 30 days’ prior notice if ZipID makes a change to the requirements for receiving VOI Reports or other communications.
Communications may be posted to the ZipID Referrer Portal or sent by e-mail to the e-mail address that ZipID has registered for the Referrer, and all such Communications will be deemed to be in "writing" and received by the Referrer when sent to it. It is the Referrer’s responsibility to ensure that its details registered with ZipID including e-mail address are accurate and remain current during the Term.
The Referrer is responsible for printing, storing, and maintaining its own records of such Communications. The Referrer must send notices to ZipID at the designated e-mail address(es) on the ZipID Website or through the submission forms on the ZipID Website. ZipID reserves the right, upon not less than 30 days’ prior notice, to discontinue or modify how it provides Communications.
Communications will not be distributed in paper unless the Referrer requests in writing that ZipID provides a paper version of a particular document. ZipID reserves the right to charge the Referrer a handling fee for any notices or VOI Reports that are physically mailed the Referrer at the Referrer’s request.
ZipID and the ZipID Fleet will not deliver any marketing material or otherwise engage in advertising or promoting any goods or services offered by any third party when undertaking a VOI Service without the written agreement of the VOI Candidate.
The Referrer acknowledges that all intellectual property rights in any VOI Report are owned by ZipID and the Referrer must not make any modifications to any VOI Report without ZipID’s prior written approval.
ZipID may vary this Agreement by posting the variations on the ZipID Referrer Portal and by emailing a copy of the variations to the Referrer, with not less than 30 days’ notice before the change becomes effective. Continued use of the VOI Services by the Referrer following ZipID’s notification of any variations will constitute the Referrer’s acceptance of such variations.
13. Governing Law and Forum
The ZipID Website, the ZipID Referrer Portal and the VOI Services are arranged and managed by ZipID in the State of New South Wales. The laws of New South Wales will govern this Agreement and any dispute that might arise in connection with this Agreement or the VOI Services. Subject to clause 14 below, the parties submit to the exclusive jurisdiction of courts situated in New South Wales to hear any disputes arising out of or in connection with this Agreement.
14. Jurisdiction for third party claims
Clause 13 shall not prevent the Referrer joining ZipID in any proceedings, arbitration or other alternative dispute resolution process commenced or brought in another jurisdiction against the Referrer by a third party in relation to the VOI Services.
Neither party may assign or transfer any rights, obligations, or privileges that it has under this Agreement without the other party’s prior written consent which shall not be unreasonably withheld or delayed provided however that either party may without the written consent of the other, assign this Agreement to an Affiliate or in connection with the transfer or sale of all or substantially all of its business related to this Agreement or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all rights and obligations of its assignor under this Agreement. Any assignment or transfer in violation of this section will be deemed null and void.
For the purposes of clause 15.1 above, Affiliate means with respect to any party, any entity that controls, is controlled by or is under common control with such party. The entity shall be deemed to control another entity if it owns or controls directly or indirectly at least 50% of the voting equity of another party.
16. No Waiver
Neither party will be considered to have waived any of its rights or remedies, or portion of them, unless the waiver is in writing and signed by that party A party’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of that party’s right to subsequently enforce such provision or any other provisions of this Agreement.
17. Limited Scope of Agency
ZipID is appointed Referrer’s agent for the limited purpose of performing the services referred to in clause 2.2 of this Agreement. ZipID has no power or authority to: (i) create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the Referrer, or (ii) enter into any contract, Agreement, or other commitment, make any warranty or guarantee, or incur any obligation or liability in the name or otherwise on behalf of the Referrer.
If any portion of this Agreement is held by a Court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and upon ZipID’s request the Court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
19. Force Majeure
The parties agree that where a party (Affected Party) is prevented from fulfilling a particular obligation due to the occurrence of a Force Majeure Event, that obligation will be suspended for the duration of the period during which the Affected Party is so prevented.
Notwithstanding clause 19.1, the Affected Party must use all reasonable commercial efforts to mitigate the effects or extent of, or otherwise work around, the relevant Force Majeure Event, and must recommence the fulfilment of the relevant affected obligation(s) as soon as practicable after the relevant Force Majeure Event no longer prevents the fulfilment of that obligation (or those obligations, as the case may be).
This Agreement supersedes all prior and contemporaneous Agreements and understandings of the parties in connection with the subject matter of this Agreement.