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General Terms and Conditions

General Terms and Conditions

Background to this Agreement 

A.              These Customer Terms constitute a legally binding agreement ("Agreement") between you as a Customer, your Users and 6clicks Trading Pty Ltd ACN 634 263 166 ("6clicks") which governs your use of the Platform. 

B.              By clicking "I Accept", accessing, downloading and using the Platform, you warrant your acceptance of and agree to be bound by the terms and conditions of this Agreement as set out below 

C.              If you do not accept the terms of this Agreement you are not authorised to subscribe to or use the Platform.

 

OPERATIVE PART 

1.                Meaning of words 

In this agreement: 

(a)              6clicks, we, us and our refer to 6clicks Trading Pty Ltd ACN 634 263 166 and any of its related bodies corporate to which this agreement applies; 

(b)              Analytics means any analysis or interpretation of User Data, personal information (whether de-identified, aggregated or otherwise), and other statistics undertaken or performed by 6clicks from time to time. 

(c)              Business Days means business days in Victoria, Australia; 

(d)              Commencement Date means the date you first access or use the Platform by clicking "I Accept"; 

(e)              Content refers to all information and content within, accessed through and generated by the Platform including any data generated by the Platform and any equipment used in conjunction with the Platform, including but not limited to the Analytics; 

(f)                Customer and you means a person using the Platform and providing use of the Platform to its Users, for the purpose of automating and managing assessments and obtaining products from Service Providers; 

(g)              Fees means the fees payable by you for the use of the Platform as set out on the over page to this Agreement in accordance with the selected Subscription Scope; 

(h)              Force Majeure Event means an event or circumstance whose occurrence and effects could not have been prevented or overcome, such as earthquakes, natural disasters, fire, flood, riots, civil commotion, industrial disputes, malicious damage, failure of any utility services, viruses, denial of service attacks, other acts or omissions or service outages by third parties (including any Internet service provider) or breakdown of plant or equipment.; 

(i)                Further Term means the periods for which this Agreement may be renewed each being a period equal to the Term; 

(j)                Harmful Code means any computer code, software routine, or programming device that is designed to or may: 

(i)                disable, disrupt, impair, delete, damage, corrupt, reprogram, recode or modify in any way a computer processing system, computer network, computer service, a deliverable, interface, data, files, software, storage media, hardware, or equipment; 

(ii)               permit a non-authorised third party to access, transmit or utilise, as appropriate, any a computer processing system, computer network, computer service, a deliverable, interface, data, files, software, storage media, hardware, or equipment; or 

(iii)              any other similar harmful or hidden procedures, routines or mechanisms. 

(k)              Intellectual Property means, whether registered or not, all copyright, designs and industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields; 

(l)                Marketplace Transaction means an agreement for the purchase and supply of any products between a Customer and a Service provider facilitated using the Platform. 

(m)             Notice includes a disclaimer, a disclosure or other statement and a consent provided in writing; 

(n)              related body corporate has the meaning given in the Corporations Act 2001 (Cth); 

(o)              Relevant Laws means all laws and legally-binding codes of practice, guidelines or standards issued by relevant regulators or authorities or industry bodies including the Privacy Laws and the Competition and Consumer Act 2010 (Cth); 

(p)              Platform means 6clicks's online software and mobile app that enables Customers to manage risk and compliance processes, provided on a 'software-as-a-service' basis; 

(q)              Service Provider means any third party using the Platform for the purpose of offering and selling products to Customers; 

(r)              Subscription Scope means the licencing option selected by the Customer as selected by the Customer on the subscription page of the website; 

(s)              Support Services means the services provided by 6clicks to the Customer as set out in Annexure A and includes any consulting hours purchased in advance; 

(t)              Taxes means taxes, levies, imposts, charges and duties (including, stamp and transaction duties) imposed by any government entity, together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the overall net income of 6clicks, including any goods and services tax or value-added tax. 

(u)              Term means the initial and minimum term of this Agreement as selected by the Customer on the subscription page of the website; 

(v)              User means the Customer, any staff of the Customer and any third party directed by the Customer that are authorised under this Agreement to access the Platform; 

(w)             User Data means any data inputted into the Platform by the Customer, its Users or any Service Provider; 

(x)              website refers to https://www.6clicks.com and any variation or tailored version of the website created for your use; and 

(y)              the singular includes the plural and vice versa. 

2.                Licence to use the Platform 

Grant of Licence 

(a)              On payment of the Fee in accordance with this Agreement, we grant you a limited, non-exclusive, non-transferable licence to access, download and use the Platform and Content in order to: 

(i)                access and use the Platform; 

(ii)               allow access to the Platform by your Users and third parties to perform assessments; 

(iii)              access the Content; and 

(iv)              engage Service Providers in Marketplace Transactions. 

(b)              The licence granted under clause 2(a): 

(i)                is granted for the duration of the Term during which you must pay the Fee, and thereafter will continue for Further Terms unless you provide notice confirming you do not wish to extend the licence. Such notice must be provided at least 30 days before the termination of the then-current Term; 

(ii)               is granted until such time as this Agreement is terminated; 

(iii)              is subject to your compliance with the terms of this Agreement. 

(c)              The Customer's access and functionality of the Platform is as set out in the Customer's chosen Subscription Scope. 

(d)              If you do not accept all of the terms of this Agreement you are not authorised to use the Platform. 

(e)              You must pay the Fees strictly in accordance with the dates and for the amounts, minimum terms and payment terms set out on the subscription page of the website. 

(f)                In the event you terminate the licence before the conclusion of Term or any Further Term, you must pay the remainder of the Fees for the then-current Term. 

(g)              You agree to pay interest of 10% per annum on all overdue amounts, including on any GST payable, in connection with any overdue payments, calculated daily from the due date until paid in full. 

Subscription Scope and Support Services 

(h)              The Customer acknowledges and agrees that: 

(i)                this Agreement will continue for the Term and cannot be terminated by the Customer before the completion of the Term without 6clicks' prior written consent which will not be unreasonably withheld if the Customer agrees to payout the balance of the Fees payable for the duration of the Term. 

(ii)               its access to and use of the Platform will be limited to the number of Users selected by the Customer on the subscription page of the website; 

(iii)              the features and functionality of the Platform available to, or accessible by, the Customer will be limited to those available to, or accessible by, its selected Subscription Scope; 

(i)                This Agreement is subject to the SLAs set out in Annexure B. 6clicks agrees to meet the SLAs and, in the event of any inconsistency between the SLAs and the terms of this Agreement, the parties agree that the SLAs shall prevail. 

3.                Marketplace Transactions 

(a)              The Customer acknowledges that 6clicks does not provide any products through the Platform and does not become a party to any Marketplace Transactions. 

(b)              The Customer enters into Marketplace Transactions directly with the relevant Service Provider. 

(c)              The Customer releases 6clicks and its personnel (and 6clicks' related bodies corporate and their personnel) from any claim arising out of or in connection with any products or services received from any Service Providers through any Marketplace Transactions facilitated through the Platform. 

4.                Account Management 

(a)              You are responsible for maintaining the security and confidentiality of any usernames and password used by you and your Users in relation to the Platform. 

(b)              You are responsible for any and all activities that occur under you and your User's accounts. You agree to notify us immediately of any unauthorised use of your accounts or any other breach of security by you or your Users. 

(c)              We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you will be held liable for losses incurred by us or by another party due to someone else using your account or password. 

(d)              You may not use anyone else's account at any time, nor assign or transfer your account to any other person without the written permission of 6clicks. 

(e)              You agree to maintain and update your user information, data and password as required to keep it accurate, current, and complete. 

(f)                You agree that your payment information will be held by us for use in maintaining your account. 

5.                Platform updates and modifications 

(a)              6clicks may in its sole discretion release updates to the Platform from time to time. 

(b)              6clicks will use commercially reasonable endeavours to ensure that any updates to the Platform will not materially adversely impact your use of the Platform. 

(c)              Although 6clicks will use commercially reasonable efforts to ensure the Platform is available 24 hours a day, 7 days per week, the Platform may become unavailable from time to time for scheduled updates or as a result of events beyond 6clicks's reasonable control including: 

(i)                failure or default by any of 6clicks's third party service providers; 

(ii)               abnormal usage volumes; or 

(iii)              any breach of this Agreement by the User or the negligence of the User or its personnel. 

(d)              6clicks will give the Customer and its Users: 

(i)                at least five (5) Business Days' prior notice of any scheduled updates; and 

(ii)               notice within 30 minutes of any downtime for reasons outside of 6clicks's reasonable control. 

6.                Limitation of liability 

(a)              To the extent permitted by the Relevant Law, 6clicks gives no warranties or representations that: 

(i)                the operation of the Platform will be uninterrupted, always accessible, or free from Harmful Code; 

(ii)               the Content and Analytics will be up-to-date, accurate, error-free, or complete; and 

(iii)              the Platform will perform to a specific standard or be fit for a particular purpose. 

(b)              The Customer acknowledges and agrees that 6clicks is not responsible or liable for any Products or any services to the extent not provided by 6clicks. 

(c)              The Customer acknowledges that it has not relied on any term, condition, representation, warranty, matter, statement or conduct in entering into this Agreement that is not expressly stated in this Agreement. In particular, the Customer has not relied on any descriptions, illustrations or specifications contained in any document (including any catalogues or publicity material produced by 6clicks). 

7.                Indemnity 

6clicks Indemnity 

(a)              6clicks will indemnify, defend, and hold the Customer and its Users harmless from and against any Claim by any third party that the Platform or the permitted use of the Platform infringes or violates any third party's valid Intellectual Property rights (IP Claim). If in 6clicks's reasonable judgment any such IP Claim, or threat of an IP Claim, materially interferes with the User's access and use of the Platform, 6clicks will consult with the Customer, and 6clicks will have the option, in its sole discretion, to: 

(i)                substitute a functionally equivalent non-infringing Platform; 

(ii)               modify the Platform to make it non-infringing; or 

(iii)              obtain for the User at 6clicks's expense the right to continue using the infringing Platform. 

(b)              If 6clicks cannot achieve any of the remedies in the preceding clause on a reasonable commercial basis, it may, by written notice, require the Customer and its Users to cease using the Platform (or the relevant functionality) and 6clicks will refund a pro-rata portion of the Fee for the Platform for such period of time in which the Customer was unable to use the Platform (or the relevant functionality). 

Customer's Indemnity 

(c)              The User agrees to defend, indemnify and hold harmless 6clicks, its personnel and its related bodies corporate from and against any and all claims or losses arising from: 

(i)                The Customer or its User's use of the Platform (except to the extent any such claim or loss arises from a breach of this Agreement by 6clicks or the fraud, gross negligence or wilful misconduct of 6clicks); 

(ii)               the Customer's or its User's breach of any third party right (including Intellectual Property rights) or any Relevant Law; or 

(iii)              any claim arising out of or in relation to any content of the User Data. 

8.                Intellectual Property 

(a)              Notwithstanding any prior agreement between the parties, unless otherwise set out in this Agreement, you acknowledge all Intellectual Property held, located within and related to our Platform and the Content is the property of 6clicks and its related bodies corporate and protected by Intellectual Property law. Nothing in this Agreement conveys or vests to you any interests or ownership in such Content or Intellectual Property. 

(b)              You acknowledge any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, templates, libraries or other software or information you provide to or jointly develop with 6clicks shall belong solely to 6clicks. 

(c)              6clicks acknowledges that the User is the proprietor or licensee of all Intellectual Property in the User Data provided under or in connection with this Agreement and that this Intellectual Property is supplied to 6clicks in accordance with the licence granted under this Agreement. 

(d)              The Customer grants to 6clicks a non-exclusive, royalty-free, worldwide and perpetual licence to manage, edit and use the User Data for the purposes of performing their obligations under this Agreement or any Service Provider agreement: 

(i)                to further develop and make improvements to the Platform and to create, develop, manage, and commercialise the Analytics; 

(ii)               to create, develop, manage, and commercialise the services of the Service Provider; and 

(iii)              to comply with any Relevant Laws. 

9.                User Data 

(a)              The Platform may allow the Customer and its Users to enter and manage User Data. The Customer acknowledges and agrees that 6clicks may alter or remove any User Data if 6clicks reasonably considers that it breaches the Relevant Laws or the, including any third party's rights. 

(b)              The Customer will (and must ensure that each of its Users will) ensure that the User Data is accurate, complete, reliable, up to date, and compliant with any Relevant Laws. 

10.             Permitted use 

(a)              You agree not to use the Platform or Content and ensure your Users do not use the Platform or Content: 

(i)               for any purpose that is unlawful or prohibited by this Agreement; 

(ii)              in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party's use and enjoyment of the Platform; or 

(iii)             to transmit or otherwise make available any content that you do not have a right to make available under any law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 

(iv)            other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), to reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Platform or Content without our prior written consent; 

(v)              to redistribute or resell the Platform or Content or the Intellectual Property in the Platform or Content. 

(vi)            to do or cause to be done any act or thing that may impair any of 6clicks's Intellectual Property rights in connection with the Platform or Content. 

(b)              We have the right (but not the obligation) in our sole discretion to: 

(i)               refuse access to or use of the Platform; 

(ii)              move any Content that is available via the Platform; 

(iii)             to remove any Content that violates this Agreement or is otherwise deemed by us to be objectionable; and 

(iv)            preserve or disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect our rights, property or the personal safety of our staff, other users and the public. 

(c)              As a condition of your use of our Platform, you authorise us to include you or your organisation's name in our published list of users. 

(d)              This Agreement is subject to the 6clicks Privacy Policy available at https://www.6clicks.com/privacy. 

11.             Termination and modification of Platform 

(a)              We may in our sole discretion immediately suspend, terminate or limit your access to the Platform or Content if: 

(i)               we deem that you or your Users are in breach of this Agreement or our Privacy Policy; 

(ii)              we deem that your or your Users' use of the Platform is low and warrants termination of your access; or 

(iii)             payments for the Fees payable by the Customer cannot be processed by 6clicks. 

(b)              We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the Platform or Content. 

(c)              For the avoidance of doubt, the Fees shall continue to accrue during any period of suspension or limitation in accordance with clause 12(a). 

(d)              You may terminate this Agreement immediately at any time by: 

(i)               contacting 6clicks at support@6clicks.com; and 

(ii)              paying to 6clicks all outstanding Fees. 

(e)              We may terminate this Agreement at any time by providing you no less than 30 days written notice. 

(f)                Neither party will be responsible for a failure to perform any obligation under this Agreement (except an obligation to pay money) to the extent that it is caused by a Force Majeure Event, provided that such party has: 

(i)               taken all reasonable steps to prevent and avoid the effects of the Force Majeure Event; 

(ii)              taken all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and 

(iii)             on becoming aware of the Force Majeure Event, promptly informed the other party of the Force Majeure Event. 

(iv)            In the event that the Force Majeure Event continues for more than 30 days starting on the day the impact of the Force Majeure Event starts, the unaffected party may terminate this Agreement by not less than 10 days' notice in writing to the affected party. 

12.             Notice 

6clicks may give Notice under this Agreement by means of notice on the Platform, on our website, or by email. 

13.             Taxes 

(a)              Except where this Agreement specifies otherwise, Fees payable by the Customer to 6clicks do not include any Taxes. The Customer must, in addition to the Fees and at the same time, pay to the supplier the amount of Taxes imposed by the relevant regulatory body payable in respect of the supply of the Platform or any Marketplace Transactions, unless the Customer provides 6clicks with a valid tax exemption certificate authorised by the relevant regulatory body. 

(b)              The Customer warrants to 6clicks that if it is a required by any regulatory body, it is registered with such body in relation to the Taxes applicable to the Fees or any Marketplace Transactions at the time of entering this Agreement and will remain registered for the duration of this Agreement. 

14.             Jurisdiction, severability and waiver 

(a)              The information in our Platform, Content and this Agreement has been prepared in accordance with the laws of Victoria and the Commonwealth of Australia. The Platform may not comply with the laws of any other State or country. 

(b)              The terms and conditions of this Agreement will be construed in accordance with the laws in force in the State of Victoria, and we both agree to submit to the non-exclusive jurisdiction of the courts of Victoria. 

(c)              If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will continue to have full force and effect. 

(d)              Any failure or delay by 6clicks in exercising any right, power or privilege available to us will not operate as a waiver of that power or right. 

15.             Changes to this Agreement 

(a)              We may amend this Agreement (including the Fees) at any time by providing written notice to you. If you do not agree with such amendment, you may terminate this Agreement in accordance with clause 12. 

(b)              You must not assign any right or liability under this Agreement without the prior written consent of 6clicks. 6clicks may assign its rights or liabilities under this Agreement, or novate this Agreement, to a related body corporate that has the resources and expertise to fully perform this Agreement and the Customer must take all steps, including executing all documents, reasonably requested by 6clicks for this purpose. 

(c)              6clicks may subcontract all or part of its obligations under this Agreement without the prior written consent of the Customer. 

 

Annexure A – Support Services 

This Annexure A governs the provision of support services by 6clicks to the Customer during the Term of the Agreement. 

1.                Definitions 

In this Annexure A, unless the context otherwise requires: 

(a)              Business Day means Monday to Friday, excluding any gazetted public holidays for Melbourne, Australia; and 

(b)              Business Hours means 9.00am to 5.00pm. 

2.                Scope 

During the term of the Agreement, 6clicks will provide the following support services to the Customer at no additional cost: 

(a)              In-person support 

1 hour per month in-person training, consulting, data migration or configuration for the Platform delivered within Melbourne. 

If the Customer requests support services: 

(i)               in excess of this allocated time, 6clicks will charge the Customer for such additional support services at its then-current time and materials rates. As at the commencement of this Agreement, 6clicks' current time and materials rate is $350.00 (ex GST) per hour; and 

(ii)              to be delivered outside Melbourne, 6clicks will charge the Customer for its reasonable travel costs and disbursements incurred in providing the support services, as agreed by the parties. 

(b)              Technical support 

Unlimited technical support during Business Hours on Business Days delivered through: 

(i)               telephone support – 1800 6CLICKS; 

(ii)              email support – support@6clicks.com; or 

(iii)             ticket support – through the Platform. 

6clicks' target response time to technical support requests is four (4) hours. The response time depends on the complexity of the request and the current support request volumes. 

3.                Exclusions 

The support services do not apply to any downtime of, or defect in, the Platform arising from: 

(a)              suspension or termination of the Customer's access to the Platform due to the Customer's breach of the Agreement; 

(b)              routine scheduled maintenance; 

(c)              unscheduled, emergency maintenance or an emergency caused by a Force Majeure Event, User Data, or Internet service provider failures or delays; and 

(d)              the Customer's equipment, software or other technology, or any equipment, software or technology not supplied by 6clicks. 

Annexure B – Service Level Agreements 

The service levels for the performance of the Platform and the supply of the Additional Services and Support Services will be: 

1.                6clicks will make the Platform and Additional Services and Support Services available to you pursuant to this Agreement; 

2.                Subject to item 3 below, the uptime access for the Platform will be at least 99.9% and 6clicks will strive for 100% availability. 

3.                6clicks will make the Platform available 24 hours a day, 7 days a week, except for: 

a.              planned downtime (for which 6clicks will give advance notice); or 

b.              any unavailability caused by a Force Majeure Event; or 

c.              any access issues resulting from your or the Customer's software or hardware or third party software or hardware, or both; or 

d.              any access issues resulting from your or the Customer's use of the Platform inconsistent with this Agreement including but not limited to access by unauthorised users. 

6clicks Solutions Partner Agreement

Background to this Agreement

A. This is a contract between you (the Partner) and us (“6clicks”), a Delaware corporation with an address of 651 N. Broad Street, Suite 206, Middletown, Delaware 19709. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible.

B. This document applies to your participation in our Solutions Partner Program (the “Program”) and the use of our Platform subject to your agreed Subscription Scope. By participating in our Program, you are agreeing to these terms.

C. This Agreement outlines what you need to be aware of when you use our website and Platform. They set out the legal relationship between us with respect to your use of the Platform and revenue share of the Platform with your Customers.

D. We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Program, ends, or becomes part of another partner program. If we update or replace the terms we will let you know via an in-app notification in your portal or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

E. By clicking “I Accept” you warrant your acceptance of and agree to be bound by the terms and conditions of this Agreement as set out below.

F. If you do not accept the terms of this Agreement you are unable to participate in our Program or subscribe to, or use the Platform or the Content.


1. Meaning of Words

In this Agreement the following definitions apply unless the context otherwise requires:

(a) Additional Services means the services to be provided by 6clicks to the Partner agreed between the parties from time to time.

(b) Additional Service Fees means the fees payable by the Partner to 6clicks for the Additional Services as agreed between the parties from time to time.

(c) Analytics means any analysis or interpretation of User Data, Personal Information, and other statistics (de-identified and aggregated) undertaken or performed by 6clicks from time to time, and any Intellectual Property Rights created or developed from such activities.

(d) Commencement Date means the date the Partner accepts these terms by clicking “I accept”.

(e) Confidential Information means, in relation to a party (for the purposes of this definition, the Discloser):

(i) information relating to or used by the Discloser, including know-how, trade secrets, ideas, marketing strategies and operational information;

(ii) information concerning any Fees other than such information in the public domain;

(iii) information concerning the current or proposed business affairs (including financial information, products, services, customers and suppliers) or property of the Discloser; and

(iv) other information which is disclosed, communicated or imparted by or on behalf of the Discloser in circumstances importing an obligation of confidence or which a reasonable person would have realised was of a confidential nature,

and, in respect of 6clicks, includes the source code, object code, and details of the features and functionality of the Platform, and the Analytics, and in respect of the User, includes User Data, but Confidential Information excludes information which is:

(v) User Data and Personal Information that has been de-identified or aggregated by 6clicks;

(vi) in or enters the public domain other than through an unauthorised act of the receiving party, which is or becomes publicly known other than by breach of this Agreement or any other obligation of confidentiality; or

(vii) developed independently by the receiving party without reliance on any of the Discloser’s Confidential Information.

(f) Content means all data, text, images, audio, video, or other material in any medium delivered to the User by 6clicks through the Services including the Analytics, but excluding any User Data and Products.

(g) Customer means a person using the Platform and associated services and obtaining Products from Partners.

(h) Customer Contract means the agreement for the resale of the Platform by the Partner to the Customer.

(i) Environment means the User's existing hosting and processing environment, including all hardware, software, storage space, power, internet connectivity and other components to be used in conjunction with the Platform.

(j) Fees means each of the Platform Fees, Additional Service Fees and Onboarding Fees.

(k) Force Majeure Event means an event or circumstance whose occurrence and effects could not have been prevented or overcome, such as earthquakes, natural disasters, fire, flood, riots, civil commotion, industrial disputes, malicious damage, failure of any utility services, viruses, denial of service attacks, other acts or omissions or service outages by third parties (including any Internet Partner) or breakdown of plant or equipment.

(l) Harmful Code means a “back door”, “time bomb”, “logic bomb”, “Trojan Horse”, “worm”, “drop dead device”, “virus” or any other malware, spyware or computer software routine having the effect of permitting unauthorised access to or use of the Platform.

(m) Intellectual Property Rights means all intellectual or industrial property rights, including without limitation any copyright, trade or service mark, patent, moral rights, registered design, trade secret, logo, know how, rights in relation to inventions, rights in respect of Confidential Information and circuit layout rights.

(n) Marketplace Transaction means an agreement for the purchase and supply of any Products between a Customer and a Partner facilitated using the Platform.

(o) Onboarding Fee means the fee or fees payable by 6clicks to the Partner in accordance with clause 5, as selected by the Partner on the subscription page of the website.

(p) Partner and you means the person or entity using the Platform and reselling licences to use the Platform and for the purpose of offering and selling Products to Customers.

(q) Personal Information has the meaning given to that term in the Privacy Laws.

(r) Platform means 6clicks's online software and mobile app that provided on a 'software-as-a-service' basis;.

(s) Platform Fees means the fees payable by the Partner to 6clicks for the access to the Platform as selected by the Partner on the subscription page of the website.

(t) Privacy Laws means any laws or legally-binding codes of practice, guidelines or standards issued by regulators or authorities that apply to the collection, handling, disclosure and use of Personal Information by the parties.

(u) Products means any Partner's goods and services offered to Customers to be used in conjunction with the Platform.

(v) Referral Fee means the amount based on partner tier as defined in the 6clicks Partner Tiers and Benefits Guide available here: https://www.6clicks.io/partner/ of the 6clicks fees received by 6clicks from Customers for access to the Platform and referred by the Partner to 6clicks using the Referral URL (inclusive of Tax) payable by 6clicks to the Partner in accordance with this agreement.

(w) Referral URL means the unique URL allocated by 6clicks to the Partner for the purpose of referring potential Customers to 6clicks, as provided to the Partner by 6clicks from time to time.

(x) Relevant Laws means all laws and legally-binding codes of practice, guidelines or standards issued by relevant regulators or authorities or industry bodies including the Privacy Laws.

(y) Resale Fee means the fees payable by 6clicks to the Partner in accordance with this agreement as agreed between the parties from time to time.

(z) SLAs means the service level agreements for the Platform as set out in Annexure B.

(aa) Solutions Partner Program Policies means the policies which govern your conduct as a Partner of 6clicks available at https://www.6clicks.io/partners/resource-center/policies.

(bb) Subscription Scope means the licensing scope for the Platform as selected by the Partner on the subscription page of the website or agreed between the parties from time to time in writing.

(cc) Support Services means the services to be provided by 6clicks to the Partner as referenced in Annexure A of this Agreement.

(dd) Taxes means taxes, levies, imposts, charges and duties (including, stamp and transaction duties) imposed by any government entity, together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the overall net income of 6clicks, including any goods and services tax or value-added tax.

(ee) Term means the duration for which you participate in the Program and fulfill all the participation requirements under the Program, until terminated duration of this Agreement as subscription page of the website and any renewal of this term under this Agreement.

(ff) User Data means any data inputted into the Platform by the Customer, Partner, or any assessment responder.

2. Licence to Use the Platform

Grant of Licence

(a) On payment of the Fees in accordance with this Agreement, 6clicks grants to the Partner a limited, non-exclusive, non-transferable licence for the duration of the Term:

(i) access and use the Platform and Content;

(ii) allow access to the Platform and Content by its Users and third parties to respond to audits and assessments;

(iii) to enter into Marketplace Transactions with Customers;

(iv) refer Customers to 6clicks in accordance with clause 5; and

(v) resell to Customers licences to use the Platform in accordance with clause 6.

(b) The Partner’s access and functionality of the Platform is as set out in the chosen Subscription Scope.

Subscription Scope and Support Services

(c) The Partner acknowledges and agrees that:

(i) its access to and use of the Platform will be limited to the number of Users and Subscription Scope selected by the Partner on the subscription page of the website or within the web application;

(ii) it will receive from 6clicks the Support Services and the Partner will provide 6clicks access to its systems and technology environment as required to enable 6clicks to provide the Support Services;

(d) This Agreement is subject to the SLAs set out in Annexure B. 6clicks agrees to meet the SLAs and, in the event of any inconsistency between the SLAs and the terms of this Agreement, the parties agree that the SLAs shall prevail.

3. Term

(a) This agreement will commence on the Commencement Date and will continue for the Term.

(b) At the completion of the Term and each renewal of the Term, this agreement will automatically renew for an additional term equivalent to the duration of the Term unless terminated on the completion of the Term or renewal term by either party providing the other party with at least 30 days written notice prior to the end of the Term or renewal term.

(c) This Agreement cannot be terminated by the Partner before the completion of the then-current Term without 6clicks’ prior written consent which will not be unreasonably withheld if the Partner agrees to payout the balance of the Fees payable for the duration of the Term.

4. Fees

(a) The Partner will pay 6clicks the:

(i) Onboarding Fee;

(ii) Platform Fees; and

(iii) Additional Service Fees,

for the access to the Platform and the Support Services as selected by the Partner on the subscription page of the website.

(b) Subject to clause 5, 6clicks will pay the Partner the Referral Fees each month for the previous month, calculated on the basis of each Customer purchasing from 6clicks a licence to use the Platform using the Referral URL.

(c) Subject to clause 6, 6clicks will pay the Partner (or allow the Partner to retain) the Resale Fee immediately upon entering into of a Customer Contract by the Partner.

(d) The Partner must pay the Fees to 6clicks within 30 days of the date of any validly issued tax invoice.

(e) The Partner must pay interest of 10% per annum on all overdue amounts, including on any Tax payable, in connection with any overdue payments, calculated daily from the due date until paid in full.

5. Referral Arrangement

(a) In consideration of the Referral Fee paid by 6clicks to the Partner, the Partner will:

(i) use commercially reasonable endeavours to market and promote the Platform, with a view to maximising the number of Customers who purchase from 6clicks licences to use the Platform; and

(ii) use only the Referral URL and promotional materials approved by 6clicks.

(b) The Partner will at its own expense:

(i) not remove, deface or obscure any 6clicks' trade marks, copyright notices or other proprietary notices or legends from any materials provided by 6clicks;

(ii) conduct all of its business in its own name and not in the name of 6clicks;

(iii) comply with all Relevant Laws in the marketing, promotion, support in respect of the Platform;

(iv) effect and maintain suitable insurance in respect of potential liability, loss or damage arising under any law (including statute) in respect of claims for property damage, personal injury, public liability and professional indemnity. For the duration of this Agreement and for a period of 6 years after the termination or expiry of this Agreement; and

(v) produce evidence of the insurance effected and maintained in accordance with this clause within seven days of being requested to do so.

(c) Any Referral Fees with respect to a Customer is subject to that Customer's payment of the fees for accessing the Platform. For the avoidance of doubt, if the Customer:

(i) fails to pay their fees;

(ii) has their fees refunded or reimbursed;

(iii) suspends payment of their fees; or

(iv) has their contract with 6clicks suspended or terminated for any reason,

the Partner will not be entitled to any Referral Fees in respect to that specific Customer. If any of the above events occur in respect of a Customer after 6clicks has paid the Referral Fee to the Partner, 6clicks will deduct and/or set-off the amount of the Referral Fee incorrectly paid to the Partner.

6. Resale of Platform

(a) In the event that 6clicks agrees to allow the Partner to resell to Customers licences to the Platform, this clause 6 shall apply.

(b) In consideration of the Resale Fee paid by 6clicks to the Partner, the Partner will:

(i) use commercially reasonable endeavours to market and promote the Platform, with a view to maximising the number of Customers and revenue derived from the resale of the Platform; and

(ii) keep 6clicks reasonably informed of the progress of any discussions with potential Customers in order to enable 6clicks to plan resource allocations for the Platform.

(c) The Partner may set the resale pricing.

(d) The Partner will at its own expense:

(i) use reasonable endeavours to market and promote the Platform and procure the execution of Customer Contracts by potential Customers;

(ii) ensure that each Customer Contract contains the minimum provisions set out in Annexure C;

(iii) reasonably co-operate with 6clicks in relation to the maintenance, improvement and marketing of the Platform;

(e) Within five (5) business days after the end of each calendar month during the Term, the Partner will provide 6clicks with a report, showing information reasonably required to substantiate the calculation of the Resale Fees.

7. Partner’s Additional Obligations

The Partner will:

General Obligations

(a) maintain adequate security of the Partner's Environment to minimise the risk of introducing Harmful Code to the Partner's Environment or the Platform;

(b) cooperate with 6clicks in relation to, and take all reasonable steps to facilitate, the provision of the Platform by 6clicks;

(c) notify 6clicks promptly if it becomes aware of, or forms a reasonable belief that there has been, an occurrence of any unauthorised access to or use of the Platform;

Acceptable Use

(d) comply with all Relevant Laws in relation to its access to and use of the Platform;

(e) not:

(i) access and use the Platform in a manner which could interfere with the Platform or the provision of the Platform by 6clicks to other Partners;

(ii) copy, reproduce, translate, decompile, reverse-engineer, bypass, modify, vary or otherwise deal with the Platform or any computer code underlying the Platform (except as may be expressly permitted by this Agreement).

Program Policies

(f) We may change the Solutions Partner Program Policies from time to time. Your participation in the Program is subject to the Solutions Program Policies, which are incorporated herein by reference. The Solutions Program Policies can be found here: https://www.6clicks.io/partners/resource-center/policies, we encourage you to review the Solutions Program Policies periodically. If we update or replace the Solutions Program Policies we will let you know via an in-app notification in your portal or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

8. 6clicks' obligations

(a) 6clicks will:

(i) meet the SLAs as set out in Annexure B;

(ii) promptly notify the Partner of any event or incidents that are likely to or will have a material adverse impact on the provision of the Platform;

(iii) comply with any reasonable requests of the Partner consistent with this Agreement, including in order to assist the Partner to enter into Customer Contracts;

(iv) use commercially reasonable endeavours to ensure that any emergency updates to the Platform will not materially adversely impact availability of or the Partner's use of the Platform; and

(v) at all times during the Term maintain an information security management system in accordance with ISO 27001.

9. Indemnities

6clicks’s Indemnity

(a) 6clicks will indemnify, defend, and hold the Partner harmless from and against any and all claims by any third party that the Platform or the Content infringes or violates any third party's valid Intellectual Property Rights (IP Claim). If in 6clicks’s reasonable judgment any such IP Claim, or threat of an IP Claim, materially interferes with the Partner’s access and use of the Platform, 6clicks will consult with the Partner, and 6clicks will have the option, in its sole discretion, to:

(i) substitute a functionally equivalent non-infringing Platform;

(ii) modify the Platform to make it non-infringing; or

(iii) obtain for the Partner at 6clicks’s expense the right to continue using the infringing Platform.

(b) If 6clicks cannot achieve any of the remedies in the preceding clause on a reasonable commercial basis, it may, by written notice, require the Partner to cease using the Platform (or the relevant functionality) and 6clicks will refund a pro-rata portion of the Fee for the Platform paid by the Partner.

(c) 6clicks will have no indemnity obligation for any IP Claims resulting or alleged to result from:

(i) any combination, operation, or use of the Platform with any programs or equipment not supplied by or approved by 6clicks or not specified in this Agreement for such purpose, if such infringement is caused by such use; or

(ii) the User Data.

(d) To the extent permitted at Law, the provisions in this clause state the Partner's sole and exclusive remedy in relation to any IP Claim.

Partner’s Indemnity

(e) The Partner agrees to indemnify 6clicks, its personnel and its associated bodies corporate from and against any third party claims or losses arising from:

(i) the Partner's use of the Platform (other than in accordance with the terms of this Agreement and, at all times, except to the extent any such claim or loss arises from a breach of this Agreement by 6clicks or the fraud, negligence or wilful misconduct of 6clicks);

(ii) the Partner's breach of any third party right (including Intellectual Property Rights) or any Relevant Law; or

(iii) any claim arising out of or in relation to the Partner’s collection or use of any User Data.

General

(f) The defence and indemnification obligations provided for in this clause are conditional upon:

(i) the indemnified party providing reasonable notice, assistance and cooperation to enable the indemnifying party to defend the action or claim; and

(ii) the indemnified party allowing the indemnifying party to control the defence and all related settlement negotiations on the condition that the parties engage in consultation with respect to any loss or claim.

(g) The provisions of this clause will survive the termination or expiry of this Agreement.

10. Liability

(a) To the extent permitted by law, in no event will either 6clicks’ or the Partner’s total aggregate liability under this Agreement exceed:

(i) the total Fees paid by the Partner to 6clicks under this Agreement in the 12 months preceding the claim; or

(ii) if there has been less than 12 months since the Commencement Date, the total Fees paid by the Partner to 6clicks up to the date of the event giving rise to the claim.

(b) Each party's liability arising out of or in connection with this Agreement (including negligence) will be reduced to the extent, if any, to which the other party's or its personnel's acts or omissions caused or contributed to the relevant loss.

(c) Nothing in this Agreement shall limit a party's liability for fraud, death, personal injury, negligence or wilful misconduct.

(d) This clause shall survive termination of this Agreement.

11. Intellectual Property

(a) Except as provided for in clause 10(c) and unless otherwise set out in this Agreement, all Intellectual Property held, located within and related to the Platform and the Content is the property of 6clicks and its related bodies corporate. Nothing in this Agreement conveys or vests to the Partner any interests or ownership in such Content or Intellectual Property.

(b) Any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, templates, libraries or other software or information provided to or jointly developed with 6clicks shall belong solely to 6clicks.

(c) 6clicks acknowledges that the Partner and each Customer is the proprietor or licensee of all Intellectual Property in the User Data provided under or in connection with this Agreement and that this Intellectual Property is supplied to 6clicks in accordance with the licence granted under this Agreement.

(d) The Partner grants to 6clicks a non-exclusive, royalty-free, worldwide and perpetual licence to manage, edit and use the User Data for the purposes of:

(i) performing their obligations under this Agreement.

(ii) to further develop and make improvements to the Platform and to create, develop, manage, and commercialise the Analytics;

(iii) to create, develop, manage, and commercialise the services of 6clicks; and

(iv) to comply with any Relevant Laws.

12. User Data

(a) The Platform may allow the Partner to enter and manage User Data. The Partner acknowledges and agrees that 6clicks may alter or remove any User Data if 6clicks reasonably considers that it breaches the Relevant Laws, including any third party's rights.

(b) The Partner must take reasonable steps to ensure that the User Data and any Products complies with all Relevant Laws.

13. Confidentiality & Privacy

(a) The parties acknowledge that one party may provide the other party with Confidential Information for the purposes of this Agreement. Each party agrees to take reasonable steps to keep the other party's Confidential Information secure from unauthorised disclosure.

(b) Upon termination or expiry of this Agreement, each party must promptly either return or destroy (at that party's option) the other party's Confidential Information in its possession or control.

(c) The provisions of this clause will survive the termination or expiry of this Agreement.

(d) 6clicks handles all information, including Personal Information, in accordance with its privacy policy available at 6clicks.io/privacy/. The Partner agrees to comply with this policy.

14. Dispute Resolution

(e) Any dispute or difference between the parties arising from or in connection with this Agreement which cannot be settled by negotiation between the parties must be referred for determination by representatives of each party for at least 20 days, and, failing agreement, appointment of an arbitrator.

(f) Nothing in this clause restricts or prevents a party from applying for urgent interlocutory relief.

15. Termination

(a) Either party may terminate this Agreement immediately upon delivery of written notice of termination to the other of them if:

(i) the other party commits a breach of this Agreement that is not capable of remedy;

(ii) the other party commits a breach of this Agreement which is not rectified within 30 days of notice of breach;

(iii) the other party becomes insolvent, appoints a receiver, liquidator or administrator or makes an assignment for the benefit or creditors, other than in the case of an amalgamation, reconstruction, merger or takeover of either party;

(iv) the other party makes an assignment of or charge over its rights under this Agreement without the prior written consent of the other party; or

(v) there is any change in the beneficial ownership of the party outside a party’s affiliated corporate group of companies without the prior written consent of the other, which consent will not be unreasonably withheld.

(b) Upon termination, 6clicks will provide to the Partner a copy of all User Data the Partner has been entitled to access or use in accordance with the Agreement.

(c) If the Partner breaches any material obligation in this Agreement, 6clicks may suspend the Partner's access to or use of any or all of the Platform until the breach is remedied to 6clicks's reasonable satisfaction.

16. Taxes

(a) Except where this Agreement specifies otherwise, Fees payable by the Partner to 6clicks do not include any Taxes. The Partner must, in addition to the Fees and at the same time, pay to the supplier the amount of Taxes imposed by any relevant regulatory body payable in respect of the supply of the Platform.

(b) The Partner warrants to 6clicks that if it is a required by any regulatory body, it is registered with such body in relation to the Taxes applicable to the Fees or the Resale Fee or the Referral Fee and will remain registered for the duration of this Agreement.

17. General

(a) This Agreement is governed by the laws of the state of Delaware, USA. The parties irrevocably submit to the non-exclusive jurisdiction of the courts having jurisdiction in that state.

(b) Any reference to a party in this Agreement includes the directors, officers, employees, contractors and subcontractors of the relevant party.

(c) Any amendment to this Agreement has no force or effect, unless effected in accordance with the express terms of this Agreement or by a written agreement executed by the parties.

(d) This Agreement:

(i) expresses and incorporates the entire agreement between the parties, and all the terms of that agreement; and

(ii) supersedes and excludes any prior collateral negotiation, understanding, communication or agreement by or between the parties concerning that subject matter or any term of that agreement.

(e) This Agreement may be executed in any number of counterparts (including by way of digital signature through Docusign or other digital signature protocol).

(f) Neither party will be responsible for a failure to perform any obligation under this Agreement (except an obligation to pay money) to the extent that it is caused by a Force Majeure Event, provided that such party has:

(i) taken all reasonable steps to prevent and avoid the effects of the Force Majeure Event;

(ii) taken all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and

(iii) on becoming aware of the Force Majeure Event, promptly informed the other party of the Force Majeure Event.

(g) In the event that the Force Majeure Event continues for more than 30 days starting on the day the impact of the Force Majeure Event starts, the unaffected party may terminate this Agreement by not less than 10 days' notice in writing to the affected party.

(h) 6clicks may subcontract all or part of its obligations under this Agreement without the prior written consent of, or notice to, the Partner, including but not limited to the hosting, management, and support of the Platform.

(i) Any notice may be served by delivery in person or by post to the address of the recipient specified in the Details Table or most recently notified by the recipient to the sender, or to the email address most recently notified by the recipient to the sender.

(j) The provisions of this Agreement do not merge with any action performed or document executed by any party for the purposes of performance of this Agreement. The rights of a party under this Agreement are cumulative and not exclusive of any rights provided by law.

(k) Any failure by any party to exercise any right under this Agreement does not operate as a waiver of that or any other right by that party.

(l) Any provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

(m) Any term of this Agreement that is expressed to survive, or by its nature survives, the termination or expiry of this Agreement will survive and continue in effect following termination or expiry of this Agreement.


 

18. Annexure A – Support Services

This Annexure A governs the provision of support services by 6clicks to the Partner during the Term of the Agreement.

1. Definitions

In this Annexure A, unless the context otherwise requires:

(a) Business Day means Monday to Friday; and

(b) Business Hours means 9.00am to 5.00pm in the local timezone .

2. Scope

During the term of the Agreement, 6clicks will provide the following support services to the Partner at no additional cost:

(a) PartnerPartnerPartnerTechnical support

Unlimited technical support during Business Hours on Business Days delivered through:

(i) telephone support – 1800 6CLICKS;

(ii) email support – support@6clicks.io;or

(iii) ticket support – through the Platform.

6clicks' target response time to technical support requests is four (4) hours. The response time depends on the complexity of the request and the current support request volumes.

3. Exclusions

The support services do not apply to any downtime of, or defect in, the Platform arising from:

(a) suspension or termination of the Partner's access to the Platform due to the Partner's breach of the Agreement;

(b) routine scheduled maintenance;

(c) unscheduled, emergency maintenance or an emergency caused by a Force Majeure Event, User Data, or Internet Partner failures or delays; and

(d) the Partner's equipment, software or other technology, or any equipment, software or technology not supplied by 6clicks.

19. Annexure B – Support Level Agreements

The service levels for the performance of the Platform and the supply of the Additional Services and Support Services will be:

1. 6clicks will make the Platform and Additional Services and Support Services available to you pursuant to this Agreement;

2. Subject to item 3 below, the uptime access for the Platform will be at least 99.9% and 6clicks will strive for 100% availability.

3. 6clicks will make the Platform available 24 hours a day, 7 days a week, except for:

a. planned downtime (for which 6clicks will give advance notice); or

b. any unavailability caused by a Force Majeure Event; or

c. any access issues resulting from your or the Customer’s software or hardware or third party software or hardware, or both; or any access issues resulting from your or the Customer’s use of the Platform inconsistent with this Agreement including but not limited to access by unauthorised users.

20. Annexure C – Customer Contract Requirements

1. The Customer Contract must define the:

a. Platform;

b. Support Services; and

c. User Type or Subscription Scope,

on terms identical to this Agreement.

2. Under the Customer Contract the Customer is granted access to the Platform for use by its Users (based on the defined User Type and number of Users) plus any Support Services to be provided by you or 6clicksto the Customer in accordance with the terms of this Agreement.

3. The Customer Contract will continue for the Term and cannot be terminated by the Customer before the completion of the Term without the prior written consent of you and 6clicks which will not be unreasonably withheld if the Customer agrees to payout the balance of the Fees payable for the duration of the Term.

4. The use of the Platform will be limited to the number of Users specified in the Agreement.

5. The features and functionality of the Platform available to, or accessible by, the Customer will be limited to those available to, or accessible by, its selected User Type.

6. In the event that payments for the fees under the Customer Agreement cannot be processed by the Partner or by 6clicks, 6clicks may limit the Customer's access to and use of the Platform until all fees due and owing are paid in full.

7. 6clicks prefers that the Customer Contract be governed by the laws of Australia, with the parties irrevocably submitting to the non-exclusive jurisdiction of the courts having jurisdiction in that state. This is not an essential requirement.

8. The Customer may enter into Marketplace Transactions directly with the relevant Partner for the provision of the Content. The Customer releases 6clicks and its personnel (and 6clicks’s associated bodies corporate and their Personnel) from any claim arising out of or in connection with any Products received from any Partners through any Marketplace Transactions facilitated through the Platform.

9. The Customer must provide you or 6clicks (as the case may be) access to its systems and technology environment as required to enable the parties to provide the Support Services or maintain the Platform on behalf of the Customer.

10. The Customer must maintain adequate security of the Customer's Environment to minimise the risk of unauthorised access, use or disclosure of User Data.

11. The Customer must comply with 6clicks’ privacy policy available at 6clicks.io/privacy/.

Privacy Policy

6clicks Trading Pty Ltd ACN 634 263 166 (6clicks) takes your privacy seriously and is committed to responsible privacy practices.

6clicks seeks to comply with relevant laws, including the Privacy Act 1988 (Cth) (Privacy Act) and the EU General Data Protection Regulation (GDPR), where applicable.

This policy describes how 6clicks manages your personal information including details of what types of personal information 6clicks collects, how 6clicks collects your personal information, the purposes for which 6clicks uses your personal information and to whom your personal information is disclosed.

What is personal information?

In this policy “personal information” has the meaning set out in the Privacy Act.  Essentially, personal information is information or an opinion about an individual who is reasonably identifiable.

What types of personal information do we collect?

The types of personal information 6clicks collects about you will depend on the purpose for which the information is collected. 6clicks may collect the following types of personal information:

  • first name and last name; and
  • email address.

6clicks also collects general analytics and other technical information (such as your IP address, device type, unique device identification numbers, browser types, Internet Service Provider details, geolocation data, browsing preferences, searches, and usage of 6clicks’ websites or products) arising from your use of 6clicks’ websites or products.

In addition to the types of personal information identified above, 6clicks may collect personal information as otherwise permitted or required by law.

How do we collect personal information?

Often 6clicks will collect your personal information directly from you, including when you:

  • use 6clicks’ website, products or services;
  • apply to work with 6clicks or are engaged by 6clicks as a contractor;
  • communicate with 6clicks by email, by telephone, in person, via a website or otherwise.

In some cases 6clicks may also collect personal information from:

  • publicly available sources;
  • entities with which 6clicks conducts business; and
  • other third parties (for example, from referees if you apply for a position as an employee or contractor with us).

Cookies

6clicks uses cookies and similar technologies to recognise you and/or your devices across our website, products or services. You can control your cookie preferences using the consent box when you first visit our website or at any time.

Why do we collect, use and disclose personal information?

In general 6clicks collects, uses and discloses your personal information for purposes connected with its business operations.

6clicks will only collect, use, and disclose personal information about you if it has lawful basis to do so, for example:

  • where you have given 6clicks your consent;
  • where processing of your personal information is necessary for the performance of a contract with you;
  • to meet 6Clicks’ legal obligations; and
  • to pursue 6Clicks’ legitimate business interests.

6clicks may use or disclose your personal information:

  • for the purposes for which 6Clicks collected it (and related purposes which would be reasonably expected by you);
  • for other purposes to which you have consented; and
  • as otherwise authorised or required by law.

Some of the specific purposes for which 6clicks collects, uses and discloses personal information are as follows:

  • to provide its products and services to its users;
  • to enable the proper operation and functionality of its products and services;
  • to improve its products and services;
  •  to verify your identity (for example, if you request access to the personal information 6clicks holds about you);
  • to consider you for a job at 6clicks (whether as an employee or contractor) or other relationships with 6clicks;
  • to provide goods or services to you or to receive goods or services from you;
  • to address any issues or complaints that 6clicks has or you have regarding our relationship;
  • to comply with its legal obligations;
  • to develop and improve the quality of its websites and products and customise its websites and products according to your preferences, tailor search results, and show relevant advertising;
  • for direct marketing purposes (see the “Direct marketing” section below); and
  • to contact you regarding the above, including via electronic messaging such as SMS and email, by mail, by phone or in any other lawful manner.

If 6clicks is unable to collect your personal information then 6clicks may not be able to provide you with the products, services and opportunities that depend on the collection of that information.

To whom do we disclose personal information?

6clicks may disclose your personal information to third parties in connection with the purposes described above.

This may include disclosing your personal information to the following types of third parties:

  • its related companies;
  • any potential third party acquirer of 6Clicks or its business or assets, and advisors to that third party;
  • its professional advisers (such as lawyers, accountants or auditors) and insurers;
  • its employees, contractors and third party service providers who assist 6Clicks in performing its functions and activities e.g. payment systems operators and financial institutions, cloud service providers, data storage providers, telecommunications providers and IT support services providers;
  • organisations authorised by 6Clicks to conduct promotional, research or marketing activities;
  • third parties to whom you have authorised 6Clicks to disclose your information (e.g. referees); and
  • any other person as required or permitted by law.

If 6clicks discloses your personal information to third parties it will use reasonable commercial efforts to ensure that such third parties only use your personal information as reasonably required for the purpose of disclosure and in a manner consistent with applicable laws, for example by (where commercially practical) including suitable privacy and confidentiality clauses in 6clicks’ agreement with a third party service provider to which 6clicks discloses your personal information.

Does personal information leave Australia?

6clicks stores personal information in servers located in Australia.  However, 6clicks may disclose your personal information to overseas recipients for the sole purpose of billing and our internal customer relationship management (CRM) systems and processes.  

Except where an exception applies under the Privacy Act or other relevant legislation, 6clicks will take reasonable steps to ensure that overseas recipients to whom 6clicks discloses personal information do not breach the Australian Privacy Principles stated in the Privacy Act, and any other relevant legislation relating to privacy and data security, in relation to such information.

How do we protect your personal information?

6clicks engages service providers to store your personal information, including Microsoft Azure and Azure Storage.  6clicks recommends that you review these companies’ privacy policies to understand how they use and store your personal information.

6clicks will take reasonable steps to keep any personal information it holds about you secure.

However, you acknowledge that the security of personal information transmitted over the internet cannot be guaranteed.  6clicks cannot guarantee that any personal information you disclose to 6clicks will not become publicly available.  Except to the extent liability cannot be excluded due to the operation of statute, 6clicks excludes all liability (including in negligence) for the consequences of any unauthorised access to, disclosure of, misuse of or loss or corruption of your personal information.

Nothing in this policy restricts, excludes or modifies or purports to restrict, exclude or modify 6clicks’ obligations under the Privacy Act and any other applicable legislation or any statutory consumer rights you may have under any applicable law including the Competition and Consumer Act 2010 (Cth).

Please notify 6clicks immediately if you become aware of any breach of security.

Direct marketing

6clicks may use and disclose your personal information for the purpose of direct marketing to you if:

  • you have consented to 6clicks doing so; or
  • it is otherwise permitted by law.

Direct marketing involves communicating directly with you for the purpose of promoting goods or services to you.  Direct marketing can be delivered by a range of methods including mail, telephone, email or SMS.  You can unsubscribe from 6clicks’ direct marketing, or change your contact preferences, by contacting 6clicks (see the “How to contact us” section below).

How long do we keep your personal information?

Generally, 6clicks will retain your personal information for the period necessary for the purposes for which your personal information was collected (as outlined in this policy) unless a longer retention period is required by law.

This means that 6clicks will store your personal information for the following periods:

– if your personal information is provided to 6clicks by a subscriber or re-seller: only for so long as 6clicks requires it for the purpose of its agreement with the subscriber or re-seller;

– if you unsuccessfully apply for a job at 6clicks (whether as an employee or contractor): up to 6 months;

– if you work at 6clicks (whether as an employee or contractor): up to 6 years after you cease working with 6Clicks;

– if 6clicks processes your personal information in connection with you being a supplier to 6clicks (or an employee or contractor of a supplier) or in connection with you being a subscriber or re-seller (or an employee or contractor of a subscriber or re-seller): up to 6 years from your last interaction with 6clicks; and

– if 6clicks processes your personal information for direct marketing purposes or processes your personal information based on your consent, 6clicks may process the information until you ask 6Clicks to stop and for a short period after that (to allow 6clicks to implement your request). 6clicks will indefinitely keep a record of the fact that you have asked 6clicks not to send you direct marketing or to process your information so that 6clicks can respect your request in future.

6clicks may retain your personal information for a longer period of time if it is reasonably necessary to comply with 6clicks’ legal obligations, resolve a dispute or maintain security.

When personal information is no longer required, 6clicks will take reasonable steps to delete the personal information from 6clicks’ systems or de-identify the personal information.

Your rights

How you can seek to access and correct personal information we hold about you

You may seek access to personal information 6clicks holds about you by contacting 6clicks as described in the “How to contact us” section below.  

6clicks will provide access to that information in accordance with applicable legal requirements, subject to certain exemptions which may apply.  6clicks may require that the person requesting access provide suitable identification and where permitted by law 6clicks may charge a fee for giving access to your personal information.

If the personal information was provided to 6clicks by any of 6clicks’ subscribers or re-sellers, 6clicks may advise the relevant subscribers or re-sellers of your request and liaise with them about it. 

If you become aware that any personal information 6clicks holds about you is incorrect or if you wish to update your information, please contact 6clicks as described in the “How to contact us” section below.

How you can complain about a privacy issue

You may make a privacy complaint in relation to personal information 6clicks holds about you by contacting 6clicks as described in the “How to contact us” section below. 

If you make a privacy complaint, 6clicks’ Data Protection Officer or another suitable staff member of 6clicks will investigate the matter and attempt to resolve it as soon as reasonably possible.

If you consider your privacy concerns have not been resolved satisfactorily by 6clicks, or you wish to obtain more information on privacy requirements:

Individuals located in the EU

If you are located in the European Union, you may have the following rights:

  • The right to access, rectify or update the personal information 6clicks holds about you.
  • The right to request erasure of personal information 6clicks holds about you, for example if the personal information is no longer necessary to provide services to you.
  • The right to require 6clicks to stop using all or some of your personal information (for example, if 6clicks no longer has a legal right to keep using it) or to restrict its use of your personal information (for example, if you consider that the personal information 6clicks holds about you is inaccurate or if it is unlawfully held).
  • The right to data portability. In some circumstances you have the right to be provided with a copy of the personal information 6clicks has about you in a structured, machine-readable and commonly used format.
  • The right to withdraw consent. You may withdraw your consent at any time where 6clicks relied on your consent to process your personal information.

6clicks may ask you to provide suitable identification when you seek to exercise any of these rights.

Local exemptions and inconsistency with law

Where local laws allow for an exemption to compliance with certain legal obligations (for example, the employee records exemption in Australia), 6clicks may rely on such an exemption.

This policy will not apply to the extent that it is inconsistent with any applicable law.

Changes to this policy

6clicks may change this policy from time to time at its discretion.  This policy was last updated in August 2019.  If 6clicks makes further updates to this policy, 6clicks will post the amended policy on its websites.  Your continued dealings with 6clicks, for example use of its websites, products or services, will signify your agreement to this policy as amended.

How to contact us

If you have a query, concern or complaint about the manner in which your personal information has been collected or handled by 6clicks or would like to request access to or correction of the personal information 6clicks holds about you please contact 6clicks’ Data Protection Officer via email to support@6clicks.com.

Data Processing Agreement

 

  Download a copy of our Data Processing Agreement here.