SwiftFox Sign In Terms
TRFG is providing software services to the Client for the purpose of recording and reporting data.
SwiftFox SignIn platforms are hosted by TRFG in the Microsoft Azure cloud in Australia.
Fees, invoicing and payment
The Client must pay fees within 7 days of issue.
The Client acknowledges that TRFG reserves the right to suspend or withdraw any discount applied to any Fees if the Client breaches its obligations under this Agreement.
- TRFG warrants that:
- it has the right to enter into this Agreement and to provide the Service as contemplated by this Agreement;
- the Service will, under normal operating conditions, substantially conform to the functionality described in the Service Specification; and
- the General Maintenance Services, the Support Services (if any) and the Professional Services (if any) will be performed with reasonable care and skill.
- The Client warrants that:
- the Client has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative;
- the Client has the authority to grant any rights to be granted to TRFG under this Agreement to be used in connection with this Agreement;
- the Client will access and use the Service in accordance with the terms of this Agreement and all applicable laws, and shall not do any act that shall infringe the rights of any third party;
- TRFG’s use of any third-party materials supplied by the Client to TRFG for use in the provision of the Service or the Professional Services or otherwise in connection with this Agreement shall not cause TRFG to infringe the rights, including any Intellectual Property Rights, of any third party; and
Intellectual Property Rights
- Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
- TRFG and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in TRFG's brands, trade marks and logos, the Service and the Software. Except as expressly permitted by this Agreement, the Client may not use any of TRFG's Intellectual Property Rights without TRFG's prior written consent.
- The Client must promptly bring to the attention of TRFG any improper or wrongful use of any Intellectual Property Rights of TRFG which comes to the Client’s attention. The Client shall assist TRFG in taking all steps to defend TRFG's Intellectual Property Rights, but not institute legal proceedings of the Client’s own accord.
- The Client and/or the Client’s licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Client Content and Client Materials. The Client grants TRFG, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Client Content and Client Materials only to such extent as is necessary to enable TRFG to provide the Service and to perform its obligations under this Agreement.
- The Client indemnifies and holds TRFG harmless against all loss or damage that TRFG incurs or suffers however arising as a result of or in connection with:
- TRFG's receipt, use and/or possession, in accordance with this Agreement, of any Client Content and Client Materials;
- any of the warranties referred to in clause 8.4 being or becoming untrue; and/or
- any claim by a third party as a result of the Client use of the Service.
- Each party must:
- keep confidential all Confidential Information of the other party which it receives in connection with this Agreement;
- apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
- only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;
- not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 12); and
- promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
- Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
- The Client acknowledges and agree that the Service and Software and the terms of this Agreement including, in particular, the pricing, constitute Confidential Information of TRFG.
The Client agrees that all data transfers between the parties must be made in accordance with TRFG’s then current data transfer procedures, a copy of which is available upon request.