VERIFIED

1. DEFINITIONS

"Verified" means the entity selling products to the Customer as identified in Verified's Proposal, Quotation or Invoice.

"Customer" means the person or legal entity identified in Verified's Quotation or Invoice.

"Contract" means a contract for sale by Verified to the Customer of the products and/or services incorporating the Terms and Conditions.

2. FORMATION OF CONTRACT
2.1 No Contract shall come into existence until the Customer's order has been accepted by Verified.
2.2 The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.

3. PLACEMENT OF ORDERS
3.1 Unless credit terms have been expressly agreed by Verified, an initial payment of 30% of the first year’s value is required on placement of the order. Final payment for the products or services shall be made within 14 days from despatch of goods from Verified’s offices.
3.2 Customer shall pay for all shipping and handling charges unless specified otherwise in the quotation.
3.4 Verified reserves the right to charge interest at the rate of 2% of the purchase price if payment is not made within Verified’s terms.

4. PRODUCTS & SERVICES
4.1 Customer acknowledges that Verified does not warrant any products and services under these Terms and Conditions.
4.2 All rights, title or interest in respect of the intellectual property rights for the products and services remain with Verified at all times.

5. DELIVERY
5.1 Verified shall deliver the products to the place of delivery designated by Customer and agreed to by Verified ("Place of Delivery").
5.2 Any dates quoted by Verified for the delivery of the products are approximate only and shall not form part of the Contract. Verified shall not be liable for any delay in delivery of the products and/or services, howsoever caused.

6. ACCEPTANCE OF PRODUCTS & SERVICES
Unless the Customer notifies Verified to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the price of the Products whilst any claim is being investigated by Verified.

7. WARRANTY
7.1 Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, use not authorized by Verified, usage and/or storage and/or installation not in accordance with product instructions, act of God, fire, flood, war, act of violence or any similar occurrence.
7.2 Verified does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.

8. SERVICE AND TECHNICAL SUPPORT
Verified will provide general service and technical support to Customer in accordance with the current service and technical support policies in effect. Verified may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. Verified has no obligation to provide service or support until Verified has received full payment for the product or service for which service is requested.

9. LIABILITY
9.1 Verified's total liability herein in respect of each event or series of connected events shall not exceed 25% of the total price paid for the purchase of products and/or services under these Terms and Conditions.
9.2 The Customer shall indemnify Verified and keep Verified fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilfull misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
9.3 Verified and Customer agree that Verified will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Verified shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if Verified has been advised of their possibility.
9.4 Any service response times stated by Verified are approximate only and Verified shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.
9.5 Verified reserves the right to change, modify, update, any invoice, quote, price, literature or other documents or information issued by Verified without any liability on the part of Verified.

10. FORCE MAJEURE
Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

11. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of Victoria.

12. GENERAL
12.1 The Customer shall not be assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Verified. Any such unauthorized assignment shall be deemed null and void.
12.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.

Verified Website, Terms and Conditions

1. Scope
1.1 The use of these Internet pages provided by Verified and/or its subsidiaries ("Verified"), "Verified Web Site", is only allowed on the basis of these Terms of Use. These Terms of Use may be amended, modified or replaced by other terms and conditions, e.g. for the purchase of products and services. With login, or where a login is not required, by starting the use of the Verified Web Site these Terms of Use are accepted in their then current version.

2. Services
2.1 Verified offers on the Verified Web Site specific information and software, as well as - as the case may be - related documentation, for viewing or downloading.
2.2 Verified may stop the operation of the Verified Web Site in full or in part at any time. Due to the nature of the Internet and computer systems, Verified cannot accept any liability for the continuous availability of the Verified Web Site.

3. Registration, Password
3.1 Some pages of the Verified Web Site may be password protected. In the interest of safety and security of the business transactions, only registered Users may access said pages. Verified reserves the right to deny registration to any User. Verified particularly reserves the right to determine certain sites, which were previously freely accessible, subject to registration. Verified is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User Data (as de-fined below), in particular if the User
· Uses a false identity for the purpose of access to data or for misleading others;
· Violates these Terms of Use or neglects its duty of care with regard to User Data.
3.2 For registration the User shall give accurate information and, where such information changes over time, shall inform Verified thereof (to the extent possible: online) without undue delay. The User shall ensure, that its e-mail address, as supplied to Verified, will be current and an address at which the User can be contacted.
3.3 Upon registration the User will be provided with an access code, comprising a User ID and a password ("User Data"). The User Data allows the User to view its data.
3.4 The User shall ensure that the User Data will not be accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the User shall log-off from the password protected website. If and to the extent the User becomes aware that third parties are misusing its User Data the User shall inform Verified thereof without undue delay in writing, or, as the case may be, by e-mail.
3.5 After receipt of the notice under paragraph 3.4, Verified shall deny access to the password-protected area under such User Data. Access will only be possible again upon the User's application to Verified or upon new registration.
3.6 The User may at any time demand the deletion of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event Verified will delete all user data and other stored personally identifiable data of the User as soon as this data is not needed anymore.

4. Rights of Use to Information, Software and Documentation
4.1 The use of any information, software and documentation provided on the Verified Web Site is subject to these Terms of Use or, in case of updating information, software or documentation, subject to the applicable license terms previously agreed to with Verified.
4.2 Verified grants the User a non-exclusive and non-transferable right to use the information, the software and documentation made available to the User on the Verified Web Site to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by Verified in making same available.
4.3 Client data shall be made available at no expense in object code. There shall be no right for the source code to be made available.
4.4 Information, software and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available. The User shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof. The User may make one backup copy of the data where necessary to secure further use.
4.5 The information, software and documentation are protected by copyright laws as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not remove any alphanumeric code, marks or copyright notices neither from the information nor from the software or documentation.

5. Intellectual Property
5.1 Notwithstanding the particular provisions in Item 4 of these conditions, information, brand names and other contents of the Verified Web Site may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior written permission of Verified.
5.2 Except for the rights of use and other rights expressly granted herein, no other rights shall be granted to the User nor shall any duty be implied to grant rights to, such as, but not limited to, company's name or to intellectual property rights such as patents, brands or utility models.

6. Duties of the User
6.1 While using the Verified Web Site the User shall not
· Violate any intellectual property right or any other proprietary right;
· Upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data;
· Transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or illegal; or
· Distribute advertising or unsolicited e-mails (so-called "Spam") or incorrect warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar action.
6.2 Verified may deny access to the Verified Web Site at any time, in particular if the User breaches any obligation arising from these Terms of Use.

7. Hyperlinks
The Verified Web Site may contain hyperlinks to the Web pages of third parties. Verified accepts no liability for the contents of such Web pages and does not make representations about or endorse such Web pages or their contents as its own, as Verified does not control the information on such Web pages and is not responsible for the contents and information given thereon. The use of such Web pages shall be at the sole risk of the User.

8. Liability for defects of title or quality
8.1 Insofar as any information, software or documentation is made available, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving wilfull misconduct or fraud.
8.2 The information may contain general descriptions related to the technical possibilities of individual products, which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.

9. Other Liability, Viruses
9.1 The liability of Verified for defects in relation to quality and title shall be determined in accordance with the provisions of Item 8 of these conditions. Any further liability of Verified is excluded unless required by law, e.g. in cases of wilfull misconduct, gross negligence, personal injury or death, failure to achieve guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations are limited to the contract-typical, foreseeable damage if there is no wilfull misconduct or gross negligence.
9.2 Although Verified makes every endeavour to keep the Verified Web Site free from viruses, Verified cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation. The User shall use all reasonable steps to ensure security measures and utilize a virus scanner to ensure that no viruses are uploaded onto the Verified Web Site.

10. Export Controls
10.1 The export of certain information, software and documentation may, e.g. due to its nature or intended pur-pose or destination, be subject to authorization. The User shall strictly conform to the export regulations for information, software and documentation.

11. Data Privacy Protection
For collection, use and processing of personally identifiable data of the User of the Verified Web Site, Verified shall comply with applicable laws on data privacy protection and the Verified Web Site Terms & Conditions, which is available per hyperlink on the Verified Web Site on www.verified.com.au.

12. Supplementary Agreements, Place of Jurisdiction, Applicable Law
12.1 Any supplementary agreement requires the written form.
12.2 The Verified Web Site is operated and administered by companies with business residence in Australia. Verified makes no representation that information, software and/or documentation on the Verified Web Site are appropriate or available for viewing or downloading at locations outside of Australia. If Users access Verified Web Site from outside of Australia, they are exclusively responsible for compliance with all local laws. Access to Verified Web Site's information, software and/or documentation from countries where such content is illegal is prohibited. These Terms of Use shall be governed by - and all disputes relating to or in connection with these Terms of Use or their subject matter shall be resolved in accordance with the laws of Australia, to the exclusion of its conflict of laws rules.