Terms of Service

Part A — Using this website

This Part applies to anyone visiting stackgo.io. If you have a StackGo account, Part B also applies to you.

A1. Who we are

This website is operated by StackGo Pty Ltd (ACN 644 421 518), a company registered in Australia. In Part A, "we", "us" and "our" mean StackGo Pty Ltd, and "you" means the person using this website.

By using this website you accept these terms. If you do not accept them, please do not use the site.

A2. Using this website

You may use this website for lawful purposes. You must not use it in any way that breaches any applicable law, is fraudulent or has a fraudulent purpose, or is intended to harm or attempt to harm any person.

You must not attempt to gain unauthorised access to the website, the server on which it is stored, or any server, computer or database connected to it; introduce any material that is malicious or technologically harmful; or attack the site via a denial-of-service attack.

You must not scrape, harvest or systematically extract content from the site for the purpose of building or training a competing product or service.

A3. Our content

We own or licence all intellectual property rights in this website and in the material published on it. Those works are protected by copyright and other laws.

You may print or download extracts for your own reference. You must not modify copies of any material, use any illustration, photograph, video, audio or graphic separately from its accompanying text, or use any part of the content for commercial purposes without our written permission. Our status as the author of material on the site must always be acknowledged.

A4. No advice

Content on this website is general information, not advice. This includes anything we publish about anti-money laundering, counter-terrorism financing, AUSTRAC, Tranche 2 or any other regulatory obligation.

We are a software provider. We are not your lawyer, accountant, or compliance adviser, and nothing on this site creates that relationship. Regulatory obligations depend on your specific circumstances and change over time. Obtain your own professional advice before acting on anything you read here.

We work to keep the site accurate and current, but we make no representation or warranty that the content is complete, accurate or up to date.

A5. Other sites we link to

Where this website links to other sites and resources provided by third parties, those links are provided for your information only. We have no control over the contents of those sites and accept no responsibility for them or for any loss that may arise from your use of them.

A6. Availability

We do not guarantee that this website will always be available or uninterrupted. We may suspend, withdraw or restrict all or any part of it for business or operational reasons, and we will try to give reasonable notice where we can.

A7. Changes to these terms

We may amend these terms from time to time by publishing the updated version on this page. The "last updated" date at the top of the page shows when they last changed. The version published here is the version that applies from that date, and your continued use of this website or the StackGo application after that date means you accept it. Part B, clause 18.5, explains how changes apply to subscriptions.

Our privacy policy explains how we handle personal information, our cookie policy explains what this site stores on your device, and our sub-processor list names the third parties we engage.

Part B — Using the StackGo application

This Part applies if you hold a StackGo account or subscription. If you have a signed agreement with StackGo, that agreement prevails over these terms wherever they differ — see clause 18.13.

1. Definitions and Interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise.

Additional Charge: a charge in accordance with StackGo's standard rates from time to time, or as otherwise reasonably determined by StackGo or agreed with the Customer.
Agreement: these Terms and Conditions.
Application: StackGo's web and/or mobile software application that facilitates the provision of identity verification services through a Third Party Provider, including any and all improvements, developments, modifications, derivatives and variations of such software from time to time.
Business Day: a day on which banks are generally open for business in New South Wales other than a Saturday, Sunday or public holiday.
Business Hours: 9.00am to 5.30pm Sydney time on Business Days.
Certified Party: a party that StackGo has trained in the relevant aspects of the Application (if any).
Commencement Date: the date the Customer first signs up for or subscribes to the Application, or any other commencement date specified in the Subscription Plan.
Confidential Information: the confidential information of a party and includes, in the case of StackGo: its personnel, policies and business strategies; the terms upon which the Application and other products have been supplied, installed and/or supported; the pricing and payment terms; the design and content of the Application; and any information made available to the Customer or an Entity via the Application and/or the Website.
Customer: the person or entity that signs up for or holds a StackGo account, or that is named in a Subscription Plan.
End User: the person who is providing the identification verification.
End User Limit: the maximum number of End Users who the Customer or the Customer's Entity sends an invitation to, for the End User to commence the verification process per month and Use the Application, as specified in the Subscription Plan.
EULA: StackGo's end user licence agreement as amended from time to time.
Entities: the legal entities identified in the Subscription Plan or approved in writing by StackGo. An "Entity" includes a Joint Venture.
Event of Insolvency: a controller, manager, trustee, administrator or similar officer is appointed in respect of the Customer or an asset of the Customer; a liquidator or provisional liquidator is appointed; any arrangement is made with the Customer's creditors; the Customer is unable to or fails to pay its debts as and when they fall due; a default judgement is ordered against the Customer; an application is made, a resolution passed or a meeting convened for the purpose of considering a resolution to wind up the Customer; or any other similar event occurs under any law applying to the Customer. Terms defined in the Corporations Act 2001 have the meaning assigned in that Act.
Fees: the Plan Pricing, the Maintenance and Support Fees (if any) and/or any Additional Charges, fees, charges, expenses or payments specified in this Agreement.
Force Majeure: a circumstance beyond the reasonable control of a party which results in that party being unable to observe or perform an obligation on time (other than an obligation to make a payment). Such circumstances include acts of God, lightning strikes, earthquakes, floods, droughts, storms, tempests, mud slides, washaways, pandemics or epidemics, explosions, fires and any natural disaster; acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and failure of internet and telecommunication services.
Intellectual Property Rights: copyright, trademark, design, patent, semiconductor, circuit layout rights, the right to keep confidential information confidential and any other rights in the nature of intellectual property rights.
Plan Pricing: the pricing and fees associated with the Customer's use of the Application as specified in the Subscription Plan.
Maintenance and Support Fees: the maintenance and support fees (if any) specified in the Subscription Plan.
Maintenance and Support Services: the maintenance and support services (if any) specified in the Subscription Plan.
Minimum Term: the minimum period of your subscription, being one month unless a longer period — for example 12 months or more — is specified in the Subscription Plan you choose. Your Subscription Plan states which applies to you.
New Release: a new release of the Application providing for a significant change in technology; and/or a new generally available version containing corrections of programming errors and/or functional enhancements.
Personnel: employees or contractors of the Customer and/or Entities and any other persons approved by StackGo.
Representative: any officer, employee, agent, consultant, contractor or other representative.
StackGo, we, us and our: StackGo Pty Ltd (ACN 644 421 518).
Services: any services performed by StackGo pursuant to this Agreement and any other services referred to in the Subscription Plan and Maintenance and Support Services.
Subscription Plan: the subscription plan selected by the Customer, whether online in the Application or under a signed agreement, as amended and varied from time to time, outlined in detail on the Website, and includes any trial offered by StackGo.
Terms and Conditions: the terms and conditions set out in clauses 1 to 18 of this document.
Use: to directly or indirectly activate the processing capabilities of the Application, load, execute, access, utilise, store or employ the Application, or display information resulting from such capabilities.
Website: the website at stackgo.io.

2. Licence Grants and Restrictions

2.1 Subject to the Customer's compliance with this Agreement, including payment of all Fees, StackGo grants to the Customer a non-exclusive, non-transferable licence to access and Use the Application for the Customer's own business purposes during the term of this Agreement.

2.2 The Application may only be used: (a) by the Customer and Entities; (b) for End Users up to the End User Limit (otherwise additional verification fees will apply); (c) in accordance with this Agreement; and (d) in accordance with any written instructions from StackGo.

2.3 If the Customer requires an increase in the End User Limit or to add Entities (subject to StackGo's approval of the Entity), the Customer will provide StackGo with a written request. StackGo will implement the request within a reasonable time of receiving it.

2.4 Except as otherwise expressly permitted, the Customer must not (and must not allow a third party, including any Entity, to):

reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Application or any portion thereof;
distribute, transfer, grant sub-licences to, or otherwise make available the Application to third parties, including as an application service provider, service bureau, or rental source, unless authorised in writing by StackGo;
embed or incorporate the Application into other applications of the Customer or third parties other than as authorised by StackGo in writing;
create modifications to or derivative works of the Application;
reproduce the Application;
attempt to modify, alter, or circumvent any licence control and protection mechanisms within the Application;
Use or transmit the Application in violation of any applicable law, rule, or regulation;
demonstrate the Application to a competitor of StackGo;
intentionally access, use, or copy any portion of the Application to directly or indirectly develop, promote, distribute, sell, or support any competitive product or service; or
remove, obscure, or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink, or other designation included on any display screen within the Application ("StackGo's Marks").

The Customer shall be responsible for all damages and liabilities incurred as a result of such actions.

3. Delivery, Acceptance and How it Works

3.1 Upon the Customer's acceptance of this Agreement and payment of any required initial Fees, such as the Subscription Plan being paid one month in advance, StackGo will make the Application available through delivery of a password protected account. The Application is deemed accepted upon delivery, provided that such acceptance shall not impact the warranties provided in this Agreement.

3.2 Identification Document Photo. The End User will be required to take a photo of their identification document through the Third Party Platform. If none of the photos enable identification of the document, the End User may be required to recommence the verification process.

3.3 Photographs. The End User may be required to take a photograph of themselves via the Third Party Platform, and the Third Party Provider will use reasonable endeavours to inspect the photographs provided.

3.4 Video and other data. Video of the End User may be recorded during the verification process, and we or the Third Party Provider may inspect and control the data submitted by the End User or any other data collected during the process.

3.5 Device Data. The End User is required to accept the EULA and the Third Party Provider Terms, and acknowledge that the Application and/or Third Party Platform may inspect the device used to access it for the purposes of verifying identity.

3.6 Personal Information. The End User will be required to provide personal information about themselves, such as full name, date of birth, expiry date of the document and document number.

3.7 Reaching a Verification Decision. After carrying out the verification process and checking the data, the Application or Third Party Platform will make one of the following decisions:

Positive: approved. The document photo and portrait photograph are clear and readable, the End User's appearance matches the image on the document, and there is no data about manipulation of technical data or other non-compliance.
Negative: declined. Verification is deemed to have failed if the End User deliberately submitted data that does not comply with the personal identification data available in the identification documents database or does not match other information obtained; the End User refused to follow instructions as to framing and proportions of their face and document; or there are circumstances referring to suspicion of criminal activity. If the suspicion is justified, StackGo or the Third Party Provider may inform the Customer.

3.8 Communication of the Verification Decision. StackGo or the Third Party Provider will communicate the Verification Decision to the Customer and may provide the End User Data submitted to the Application or Third Party Platform.

4. Change Requests

4.1 If the Customer requires any changes or enhancements to the Application, the Customer will provide StackGo with a written request.

4.2 If StackGo agrees to implement a request, which is a matter in StackGo's sole discretion, StackGo will advise the Customer of its proposal for implementation including the Additional Charges.

4.3 Within 30 days of receipt of StackGo's proposal (or such other time as is agreed), the Customer must notify StackGo in writing whether it accepts, after which the Customer will be deemed to have refused. If accepted, the parties will sign a variation in accordance with clause 18.5.

4.4 The Customer acknowledges that StackGo may include any changes, enhancements or developments requested by the Customer in future New Releases.

5. Customer's Obligations

5.1 The Customer acknowledges that operation of the Application and Third Party Platform may not always be completely error free and without interruption. The Customer and Entities should implement data backup and verification measures in accordance with best industry practice, and keep in force appropriate insurance against any loss that may be suffered in the event of failure, defect or error in the Application. StackGo is not liable for any loss suffered as a result of a failure to comply with this requirement.

5.2 The Customer is solely responsible for any data, text, files, information, images, graphics and other content that End Users upload to the Application or Third Party Platform ("Customer Data"). StackGo does not claim ownership of any Customer Data. By submitting Customer Data, the Customer grants StackGo and the Third Party Provider a non-exclusive licence to use, store, copy and process the Customer Data only for the purpose of providing the Application and Services, and as described in our privacy policy. StackGo will not publish or sell Customer Data.

5.3 Your compliance obligations. The Customer is the reporting entity, or the regulated business, under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the UK Money Laundering Regulations 2017 or any other law that applies to it, and remains solely responsible for its own compliance with those laws. This includes its risk assessment, its AML/CTF program, its customer due diligence decisions, record keeping, and any reporting to AUSTRAC or another regulator. The Application is a tool that helps the Customer meet those obligations. A Verification Decision, screening result, risk rating or other output of the Application is information to support the Customer's own decision; it is not that decision, and it is not legal or compliance advice. The Customer must review each result and decide for itself whether, and on what basis, to act on it. StackGo does not become a reporting entity, or take on any of the Customer's regulatory obligations, by providing the Application.

6. StackGo's Obligations

6.1 StackGo, or its third party hosting provider, will establish and maintain commercially reasonable administrative, physical and technical safeguards designed to protect the security and confidentiality of Customer Data; protect against anticipated threats or hazards to its security or integrity; and protect against unauthorised access to or use of Customer Data.

7. Services

7.1 In order for StackGo to perform any Services successfully and in a timely manner, StackGo requires the Customer's timely co-operation, including providing reasonable access to personnel, materials, information and facilities; arranging access to Third Party Providers where applicable; accepting the Third Party Provider Terms; ensuring appropriate back-up, security and virus checking procedures are in place; making senior executives available for consultation on request; providing reasonable working facilities; and making decisions promptly.

7.2 Unless expressly agreed to be fixed, any timeframes for the provision of Services are estimates and are not contractually binding.

7.3 If the Customer does not perform or delays in performing any of its obligations, StackGo is entitled, if it reasonably deems necessary, to vary any timetable and to pass on any resulting costs as Additional Charges. StackGo will advise of any likely delays and give the Customer a chance to rectify them before applying Additional Charges.

7.4 StackGo will rely on information supplied by the Customer or others and is not obliged to verify its accuracy and completeness. If any information provided is materially incorrect, Additional Charges may apply.

7.5 StackGo is entitled to sub-contract, transfer, assign or novate any of the Services at its sole discretion.

7.6 StackGo may, at the Customer's request, provide additional consulting services for an Additional Charge.

8. Fees and Payment

8.1 The Customer agrees to pay the amount specified in the Plan Pricing with respect to the Subscription Plan selected.

8.2 Additional Charges may apply to any increase in the End User Limit or excess Use above the End User Limit; the addition of Entities; increases in Maintenance and Support Services resulting from either; work required to implement a request made under clause 2.3; and to reflect an increase in Maintenance and Support Services required as a result of a New Release, additional modules, customisations, enhancements or features.

8.3 Except for Additional Charges, which may be invoiced as and when incurred, all other Fees will be invoiced in accordance with the Subscription Plan.

8.4 The Customer must pay all invoices (without any set off, deduction or withholding) within 14 days of the date of the invoice. StackGo may charge interest on any amount not paid by the due date at a rate equal to two percent above the Corporate Overdraft Reference Rate of the Commonwealth Bank of Australia applicable for monthly charging cycles.

8.5 The Customer must notify StackGo of any dispute in relation to an invoice within 14 days of its date, and the reasons, or the full amount becomes due and payable. If the Customer disputes in good faith any amount, it must pay the portion not in dispute within 14 days. If it is agreed that some or all of the disputed amount was properly payable, the Customer must immediately pay that amount together with interest.

8.6 Prior to the conclusion of the Minimum Term, StackGo will not increase the Fees. After the conclusion of the Minimum Term, StackGo may increase the Fees by giving written notice. Changes will be effective 30 days after the notice has been sent.

8.7 Credits and included checks. The Fees for a Subscription Plan buy a credit allowance for the billing period they cover. Credits are granted for that period and any unused credit expires at the end of it. Credits do not accrue, do not carry forward beyond the term window of the Subscription Plan, have no cash value and are not refundable. Where a Subscription Plan expressly provides otherwise, that plan prevails.

9. Goods and Services Tax

9.1 Terms used in this clause have the meaning given to them by the GST Law as defined in Section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999.

9.2 If a party (the "Supplier") makes a supply under or in connection with this Agreement and is liable by law to pay GST on that supply, the consideration otherwise payable by the recipient will be increased by an amount equal to the GST paid or payable by the Supplier.

9.3 If this Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by another party, the amount required is the amount net of any input tax credit or reduced input tax credit to which the other party is entitled.

9.4 If a party has the benefit of an indemnity for a cost, expense, loss or outgoing under this Agreement, the indemnity is for that cost net of any input tax credit or reduced input tax credit to which that party is entitled.

9.5 Each party agrees to do all things, including providing tax invoices and other documentation, necessary or desirable to enable the other party to claim any input tax credit, set-off, rebate or refund.

9.6 Subject to the operation of this clause, all amounts in this Agreement are GST exclusive.

10. Confidentiality

10.1 Except as provided in this clause, a party must not, without the prior written approval of the other party, disclose the other party's Confidential Information.

10.2 A party is not in breach of clause 10.1 in circumstances where it is legally compelled to disclose the other party's Confidential Information, or if it discloses Confidential Information (other than of a technical nature) to its related companies, solicitors, auditors, insurers and accountants or, in the case of StackGo, to third parties solely for the purposes of performing this Agreement.

10.3 Each party must take all reasonable steps to ensure that its employees, agents and sub-contractors do not make public or disclose the other party's Confidential Information.

10.4 Each party agrees to promptly notify the other of any unauthorised access to or disclosure of the Confidential Information.

10.5 The receiving party agrees that any breach of this clause may cause irreparable harm to the disclosing party, and the disclosing party shall be entitled to seek equitable relief in addition to all other remedies.

11. Liability

11.1 Subject to clauses 11.2, 11.4 and 18.6 and otherwise to the extent permitted by law: the total aggregate liability of StackGo to the Customer for loss or damage arising from or in relation to this Agreement, whether arising from breach of contract, tort (including negligence), in equity or otherwise, is limited to the Plan Pricing paid for the 6-month period immediately preceding the event giving rise to the loss or damage. StackGo is not liable, and the Customer has no right of set off, for any loss of data, goodwill, interest, revenues, profits, contracts or any inaccuracy of data; any indirect, special, incidental, consequential, exemplary, punitive or aggravated damages or loss; or any internal costs and expenses however incurred, arising from the negligence of, or any breach of this Agreement by, StackGo or its Representatives even if StackGo has been advised of the possibility that such damages may occur. StackGo is not liable for loss or damage arising from third party products or services.

11.2 Nothing in this Agreement limits StackGo's liability to an individual for death or personal injury caused by a negligent or wilful act or omission of StackGo or its Representatives.

11.3 No warranty, condition or term applies to this Agreement unless set out in it or implied by law and incapable of exclusion. Without limiting clause 11.4: (a) the Application and Third Party Platform are supplied on an "as is" basis; and (b) the Customer is responsible for determining whether its use of the Application meets the regulatory requirements applying to it in its own jurisdiction, and for obtaining its own advice on that question.

11.4 If any term is implied into this Agreement by law and the law prohibits its exclusion, restriction or modification, that term shall be deemed included. If a statutory guarantee applies to goods or services supplied, then to the extent permitted by law StackGo's liability for breach is limited, at StackGo's option, to re-supplying the services or paying for them to be re-supplied, and in relation to goods, re-supplying them or paying for having them re-supplied.

11.5 The Customer will at all times indemnify and hold harmless StackGo and its Representatives against any loss, costs (including reasonable legal costs) or liability incurred arising from any proceedings caused by a breach by the Customer or an Entity of its obligations; any wilful, unlawful or negligent act or omission of the Customer, an Entity or their Representatives; or a claim by a third party alleging infringement of that third party's Intellectual Property Rights where such infringement relates to an act or omission of the Customer, a User, an Entity or their Representatives.

12. Term and Termination

12.1 Term. This Agreement runs for the Minimum Term. If the Customer has paid all amounts due and owing and is not in breach, this Agreement automatically renews for successive periods equal to the Minimum Term, unless otherwise terminated in accordance with clauses 12.2 or 12.3.

12.2 Immediate Termination. Either party may terminate effective upon written notice if the other party has an Event of Insolvency. StackGo may terminate this Agreement or any Subscription Plan effective upon written notice if StackGo is required to do so by law, or if provision of the Application is, in StackGo's opinion, no longer commercially viable or has become impractical or unfeasible.

12.3 Cancelling your subscription. The Customer may cancel its subscription at any time before its next renewal date. Cancellation takes effect at the end of the current billing period, and the subscription does not renew. Monthly and annual subscriptions are treated the same way. Fees already paid for the current billing period are not refunded, except where the law requires otherwise. The Customer may also terminate if StackGo breaches this Agreement and fails or is unable to cure the breach following 30 days' written notice. StackGo may terminate this Agreement if the Customer breaches it and fails to cure the breach following 30 days' written notice, or for any reason on 60 days' written notice.

12.4 Late or unsuccessful payment. If any payment is late, or a payment attempt is unsuccessful, StackGo may pause the Customer's account, including all workflows and all access to the Application, until the overdue amount is paid in full. A pause does not relieve the Customer of its obligation to pay the Fees.

12.5 The Customer must notify StackGo of any change to its relationship with an Entity, and any Entities to which the Agreement is no longer to apply. StackGo reserves the right to terminate an Entity's right to use the Application after receiving such a notice or if the Entity breaches a term of this Agreement.

12.6 On termination or expiry: the Customer and any Entities must no longer use the Application; the Customer must pay any outstanding Fees; other than as provided in clause 14.4, StackGo may retain any moneys paid; StackGo may charge a reasonable sum for work performed up to termination not previously invoiced; StackGo will be released from any further obligations; either party may pursue any additional or alternative remedies; each party must return any property (including Confidential Information) of the other; and all copies of the Application must be returned and permanently erased from all equipment and storage devices used by the Customer and Entities.

12.7 Any clauses capable of having effect after expiration or termination will continue in full force and effect.

13. Personal Information

13.1 Disclosure of personal information to StackGo is subject to the Privacy Act 1988. The Services are provided on the understanding that the Customer and any Entities will only disclose personal information about an individual to StackGo for a purpose related to the performance of the Services; provided the Customer or Entity has made all disclosures required under the Privacy Act; provided it obtained any consents required to allow StackGo and its Representatives to handle the information; and provided doing so would not otherwise breach the Privacy Act.

13.2 As StackGo relies on the Customer and Entity to fulfil clause 13.1, the Customer indemnifies StackGo and its Representatives against any claim, loss or expense resulting from a failure to make any disclosure or obtain any consent required under the Privacy Act, or to otherwise comply with it.

13.3 If performance of the Services requires a third party to supply personal information to StackGo on the Customer's request, it is the Customer's obligation to ensure that third party complies with clause 13.1, and the Customer indemnifies StackGo against any claim, loss or expense resulting from that party's failure to do so.

14. Intellectual Property

14.1 Any Intellectual Property Rights in the Application; database design; in any changes, modifications, developments or enhancements made to the Application by StackGo or anyone else (including Customer specific modifications); arising from StackGo's provision of the Services; and on the Website, are owned by and are the sole property of StackGo or its licensors.

14.2 StackGo indemnifies the Customer against any finally awarded damages or settlement amounts approved by StackGo arising out of a claim that use of the Application in accordance with this Agreement infringes a third party's copyright or an Australian patent, provided that the Customer notifies StackGo immediately of any infringement or claim of which it is aware and does not make any admissions without StackGo's prior written consent; at StackGo's request and expense allows StackGo to conduct and/or settle all negotiations and litigation; assists and fully co-operates in the defence or settlement; and does not take, and ensures no Entity takes, any action that prejudices StackGo's ability to defend or settle.

14.3 StackGo is not responsible or liable for any infringement of a third party's Intellectual Property Rights if the infringement would not otherwise exist except for use of the Application with any other software or equipment; corrections to or modifications of the Application database other than by StackGo (even if performed by a Certified Party); modifications made in compliance with the Customer's specifications or requirements; failure to promptly implement a New Release; or any breach of this Agreement or unauthorised use, access or modification by the Customer, an Entity or a third party.

14.4 If the Application is or is likely to become the subject of a claim of infringement, StackGo may at its sole discretion procure the right to continue using it, replace or modify it to make it non-infringing, or require its return and refund any Plan Pricing paid for the remainder of the then current term.

14.5 If StackGo's use or possession of the Application is determined by an independent tribunal to infringe the Intellectual Property Rights of a third person, the Customer and any Entity must cease using the Application immediately and StackGo will refund any Plan Pricing paid for the remainder of the then current term.

14.6 To the extent permitted by law and subject to clause 18.6, clauses 14.2 to 14.5 state StackGo's entire liability and the Customer's sole and exclusive remedies for any claim of infringement of a third party's rights.

15. Non-Solicitation

15.1 Other than with StackGo's prior written consent, the Customer will not engage with the Third Party Provider under a contract for services, either directly or indirectly (including by a related body corporate or through a recruitment or staffing agency).

15.2 The Customer must promptly notify StackGo if the Third Party Provider seeks to be contracted by the Customer or a related body corporate.

15.3 The Customer acknowledges that this provision is reasonable having regard to StackGo's need to protect its intellectual capital and confidential information, and that StackGo may seek interlocutory relief to prohibit or restrain any breach or threatened breach.

15.4 A breach of this clause is deemed a material breach of the Agreement for the purposes of termination.

16. Announcements

16.1 StackGo may identify the Customer and an Entity as a customer of StackGo and a user of the Application on StackGo's published customer lists, website, and in its marketing and advertising materials and announcements. StackGo may also include non-confidential information about the Customer's business and implementation of the Application, and may release updated information from time to time.

17. Dispute Resolution

17.1 Negotiation. Except as expressly provided for in this Agreement, if there is a dispute between the parties arising out of or in connection with this Agreement, then within five Business Days of a party notifying the other in writing, a senior representative from each party must meet and use all reasonable endeavours acting in good faith to resolve it by joint discussions.

17.2 Mediation. If the Dispute is not settled within 30 days of notification, the parties must submit it to mediation administered by the Australian Commercial Disputes Centre. That Centre's Guidelines for Commercial Mediation apply and the parties must comply with those rules. Any mediation meetings and proceedings must be held in Sydney, New South Wales.

17.3 Court proceedings and other relief. A party may not start court proceedings in relation to a Dispute until it has exhausted the procedures in this clause, unless the party seeks injunctive or other interlocutory relief.

17.4 Continuation. Despite the existence of a dispute, each party must continue to perform this Agreement.

18. General

18.1 Notices. Any notice, demand, consent or other communication given or made under this Agreement must be in writing and signed by a person duly authorised by the Customer, and must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail), by hand, by email, or by fax at the address, email or facsimile number shown in the Subscription Plan. It will be conclusively taken to be duly given: in the case of delivery in person, when delivered; by post, seven Business Days after posting; if by email, on the earlier of an automated message confirming delivery or, provided no automated non-delivery message is received, three hours after the time the email was sent. If the result is that a Notice would be taken to be given on a day that is not a Business Day, or later than 5.30pm, in the place to which it is sent, it will be taken to have been given at the start of business on the next Business Day in that place.

18.2 Assignment. The terms of this Agreement are binding on the parties and their successors. Either party may assign its rights and obligations to a third party if any part of its business is sold or transferred to that third party, and/or provided it can demonstrate that the assignee is able to perform its obligations. Neither party may otherwise assign without the consent of the other, and such consent will not be unreasonably withheld or delayed. Any attempted assignment, transfer or delegation in violation of the foregoing is null and void.

18.3 Further assurances. Each party must do anything necessary or desirable (including executing agreements and documents) to give full effect to this Agreement.

18.4 Entire Agreement. This Agreement and any variations to it embody the entire understanding between the parties as to its subject matter. All previous negotiations, understandings, representations or warranties in relation to the subject matter are superseded. The Customer acknowledges that in entering into this Agreement it is not relying on any other understandings, including any express warranties, not expressly set out in it.

18.5 Amendments. StackGo may amend these Terms and Conditions by publishing the updated version at stackgo.io/terms with a "last updated" date. The updated version applies from that date, and the Customer's continued Use of the Application after it means the Customer accepts it. A signed Subscription Plan may only be modified or supplemented by a written document executed by an authorised representative of each party.

18.6 Compliance with the Australian Consumer Law. If the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth) applies to any supply of goods or services under this Agreement, nothing in this Agreement excludes, restricts or modifies a guarantee, right, liability or remedy to the extent that to do so would render a term void or be a breach of that Act.

18.7 Waiver. A failure to exercise or a delay in exercising any right, power or remedy does not operate as a waiver. A single or partial exercise or waiver does not preclude any other or further exercise. A waiver is not valid or binding unless made in writing.

18.8 Severability. Any provision that is invalid or unenforceable in any jurisdiction is to be read down for that jurisdiction, if possible, so as to be valid and enforceable, and otherwise severed to the extent of the invalidity, without affecting the remaining provisions, so long as the economic or legal substance is not affected in any manner adverse to any party. Upon such determination the parties shall negotiate in good faith to agree a suitable and equitable provision effecting their original intention.

18.9 Remedies cumulative. The rights, powers and remedies provided in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.

18.10 No Partnership or Agency. Nothing contained or implied places the parties in the relationship of partners, joint venturers, principal and agent, or employer and employee. Neither party has the power to assume, create or incur liability or any obligation of any kind, express or implied, in the name of or on behalf of the other.

18.11 Governing law & Jurisdiction. This Agreement is governed by and is to be construed in accordance with the laws of New South Wales. With respect to any legal action or proceedings brought with respect to this Agreement, each party irrevocably and unconditionally submits to and accepts the non-exclusive jurisdiction of courts exercising jurisdiction in Sydney, New South Wales, and agrees that it will not object to the venue or claim that the action has been brought in an inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18.12 Limitation of action. Subject to clause 18.6 and to the maximum extent permitted by law, other than in relation to a claim for breach of StackGo's Intellectual Property Rights, no claim can be made under this Agreement more than two years after the discovery of the circumstances giving rise to the claim, or the effective date of termination.

18.13 Order of Priority. Where the Customer has a written agreement with StackGo signed by both parties, that signed agreement supersedes these Terms and Conditions to the extent of any inconsistency, including any later amendment published under clause 18.5. Otherwise, where there is any conflict between documents comprising this Agreement, they will prevail in the following order: the Subscription Plan; these Terms and Conditions; any additional documents described in the Agreement in the order listed.

18.14 Communication. Other than in relation to clause 18.1, StackGo may communicate electronically with the Customer. Electronically transmitted information is not guaranteed to be secure or error free and can be adversely affected or unsafe to use. StackGo will not be liable in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information.

18.15 Non-exclusivity. Nothing in this Agreement prevents or restricts StackGo from providing services to customers other than the Customer. StackGo may use all skill and knowledge acquired, and ideas and methodologies developed, during the course of performing the Services for any purposes, including to perform services for other customers.

18.16 Force Majeure. Each party will be excused from any delay or failure in performance, other than the payment of money, caused by reason of a Force Majeure event. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

Questions about these terms: legal@stackgo.io. See also our privacy policy, cookie policy and sub-processor list.