Our Customer Terms

CONTENTS

ABOUT OUR CUSTOMER TERMS
CHANGING OUR CUSTOMER TERMS
INCONSISTENCIES
ASSIGNMENT BY US
BUSINESS PRACTICES
GST
GOVERNING LAW AND JURISDICTION
COMPLIANCE WITH LAWS
INDEPENDENT CONTRACTOR
PUBLICITY
SEVERABILITY
DEFINITIONS

NOTE: Some of these terms have important consequences for you. Please read them carefully.

Certain words are used with the specific meanings set out in clause 12.

1 ABOUT OUR CUSTOMER TERMS

What is “Our Customer Terms”?

1.1 “Our Customer Terms” sets out our standard customer terms.

1.2 By making use of Versent Services, you acknowledge and agree that you have read and understood this Agreement and are bound by its terms (including all documents incorporated by reference).

1.3 You will be fully responsible and liable to us for each Customer Group Member’s acts and omissions and for their compliance with the terms of this Agreement.

2 CHANGING OUR CUSTOMER TERMS

2.1 We may change Our Customer Terms unilaterally.

2.2 We can change Our Customer Terms immediately without telling you if we reasonably consider the change is likely to:

(a) benefit you; or
(b) have a neutral impact on you.

2.3 We can change Our Customer Terms by telling you at least 3 days beforehand if we reasonably consider the change is likely to have a minor detrimental impact on you.

2.4 We can make urgent changes to Our Customer Terms that are:

(a) required by law; or
(b) necessary for security reasons, to prevent fraud or for technical reasons,

by telling you at least 3 days before the changes, or if we are unable to do so, by giving as much notice as we reasonably can.

2.5 We can change Our Standard Terms by telling you at least 30 days beforehand if we reasonably consider that it has more than a minor detrimental impact on you.

3 INCONSITENCIES

3.1 This Agreement is comprised of the following documents and, in the event and to the extent of any inconsistency between two or more documents which form part of this Agreement, those documents will be interpreted in the following order of precedence:

(a) Third Party Terms;

(b) a Master Services Agreement;

(d) these Our Customer Terms.

4 ASSIGNMENT BY US

4.1 We can assign, novate or transfer our rights, benefits, obligations and/or liabilities under Our Customer Terms to another person (Incoming Party) provided that:

(a) the Incoming Party is a related body of us, or is a company of substance;

(b) the Incoming Party will assume those rights, benefits, obligations and/or liabilities;

(c) your rights and the services provided to you under Our Customer Terms will not be prejudiced as a result of the assignment, novation or transfer;

(d) the assignment, novation or transfer is occurring as part of a sale of our business or business restructure; and

(e) we have given you 30 days’ prior notice of any such novation, assignment or transfer.

4.2 You must accept performance by the Incoming Party in place of performance by us.

5 BUSINESS PRACTICES

Modern Slavery

5.1 In performing its obligations under this Agreement, each party must at all times:

(a) take reasonable steps to ensure that neither Modern Slavery nor human trafficking occurs in its business operations or supply chains, including implementing and maintaining appropriate due diligence procedures for its own suppliers, sub-contractors and other third parties to prevent Modern Slavery;

(b) promptly notify the other party upon becoming aware of any actual or suspected occurrence of Modern Slavery in its operations or supply chains that are connected with the performance of this Agreement;

(c) For the purposes of this clause, Modern Slavery has the meaning given in the Modern Slavery Act 2018 (Cth), and includes slavery, servitude, forced labour, debt bondage, deceptive recruiting, forced marriage, and trafficking in persons.

Anti-Bribery and Anti-Corruption

5.2 In performing its obligations under this agreement, each party must at all times comply with all applicable laws, regulations, and codes relating to anti-bribery and anti-corruption in Australia, including but not limited to:

(a) Division 70 (Bribery of Foreign Public Officials) and Division 141 (Corruption) of the Criminal Code Act 1995 (Cth); and

(b) any other laws relating to prohibited business practices, bribery, corruption, or the offering of improper inducements, including state and territory-based legislation.

5.3 The parties must ensure that its employees, officers, agents, subcontractors, and related parties do not, directly or indirectly, offer, promise, provide, authorise, solicit or accept any payment, gift, hospitality, benefit, or anything of value for the purpose of:

(a) improperly influencing a public official or any other person in the performance of their duties;

(b) securing an improper advantage;

(d) improperly obtaining or retaining business or a business advantage in connection with this Agreement.

5.4 Without limiting clause 5.3, the parties must not, for the purpose of influencing or inducing any decision that benefits the Client or its controlled entities, directly or indirectly offer, promise, make or agree to make any of the following:

(a) political donations or contributions;

(b) facilitation payments or unofficial payments to public officials;

(d) any payment or benefit that could be perceived as a bribe or inducement.

5.5 The parties must:

(a) maintain appropriate policies, procedures, and internal controls to prevent bribery and corruption; and

(b) report to the Client as soon as reasonably practicable any actual or suspected breach of this clause.

6 GST

6.1 If GST is imposed on any supply we make to you under Our Customer Terms and the consideration payable for the supply under any other clause of Our Customer Terms is not expressed to be inclusive of GST, you must pay us on demand by us, an additional amount calculated by multiplying the value of that GST-exclusive consideration (without deduction or set-off) by the prevailing GST rate. We will issue a tax invoice to you for any supply on which GST is imposed.

7 GOVERNING LAW AND JURISDICTION

7.1 This Agreement is made under and will be interpreted in accordance with the laws of the State of Victoria. The parties submit to the non‑exclusive jurisdiction of the courts of Victoria.

8 COMPLIANCE WITH LAWS

8.1 Each party agrees to comply with applicable laws and any mandatory industry codes that apply to it in its performance of its obligations under this Agreement.

9 INDEPENDENT CONTRACTOR

9.1 The relationship of the parties is that of independent contractors, and nothing in this Agreement will be construed to create any other relationship.

10 PUBLICITY

10.1 You agree to participate in marketing events, case studies and/or press releases on request by us. Any case studies or press releases will be jointly approved by you prior to publication or use by us.

11 SEVERABILITY

11.1 If any term (or part of a term) in Our Customer Terms is void or unenforceable, that term (or part) is taken to be removed from Our Customer Terms and not to form part of them. The remaining terms continue to have full effect as if such void or unenforceable term had never been contained herein.

12 DEFINITIONS

12.1 In Our Customer Terms:

customer means a person who contracts with us for a service or who otherwise acquires a service from us, or who seeks to do either of these.

GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 and the related imposition Acts of the Commonwealth.

service includes any goods or equipment provided in connection with a service.

tax invoice has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

we means Versent Pty Ltd ABN 78 600 701 764 and its respective successors and assigns.

you means the customer.

Our Customer Terms was last changed on 13 June 2025