Terms & Conditions

By confirming acceptance of these Terms and Conditions, You are acknowledging that:

You have read, understood and agreed with the Terms and Conditions below;
You have read, understood and agreed with Schedule 1 in relation to accessing the CoRsafe Platform;
You have read, understood and agreed with Schedule 2 which explains how User scoring is used and shared on the CoRsafe Platform; and
If you are a Contractor, you confirm that you have read, understood and agreed Schedule 3 and confirm that you have accepted the terms of the Contractor Agreement.

1 Defined terms & interpretation

Additional Services means any services as agreed by both parties, which is separate to the Services outlined in these Terms and Conditions.

Carrier means a transport and logistics operator that is engaged to transport goods from one place to another.

Chain of Responsibility Laws means laws and regulations including the Heavy Vehicle National Law and Regulations, Road Traffic (Administration) Act 2008 (WA), Road Traffic (Vehicles) Act 2012 (WA) and any other similar laws in any State/Territory (or any replacement or modification thereof).

Consignor means the person, business, or entity that sends, ships, or delivers goods to another party (the consignee) for sale, storage, or transport.

Contractor means an auditor or consultant that has entered into a Contractor Agreement with CoRsafe and requires access to the CoRsafe Platform to perform its obligations under the Contractor Agreement.

Contractor Agreement refers to the agreement between the Contractor and CoRsafe which outlines the terms of engagement for auditors and consultants.

Commencement Date means the date upon which the access to a Product is provided by CoRsafe to the Client (and a Partner) or the date from which CoRsafe will provide the Services, as agreed by the parties.

CoRsafe means NTI Limited ABN 84 000 746 109.

CoRsafe Documentation means the documentation relating to the Services and includes any document developed by or on behalf of CoRsafe, as updated and amended by or on behalf of CoRsafe from time to time.

CoRsafe Platform means the website and/or the Products on the website made available by CoRsafe to the User or Contractor (or Partner where applicable) and its nominated Personnel in which, subject to them being issued with login details, they are able to access the Services in whole or part.

Confidential Information means all information disclosed by CoRsafe to You or a Partner:

(a) which by its nature is confidential;

(b) which is designated as or treated by CoRsafe as confidential;

(d) which You or a Partner knows or ought reasonably to know is confidential, which is disclosed by CoRsafe to You or a Partner either in the course of providing access to providing the Services or prior to and in anticipation of the Parties potentially entering into these Terms and Conditions, and includes without limitation all information and documentation relating to:

(i) the CoRsafe Documentation; and

(ii) the Services.

Data means (1) all data and information input by You into the CoRsafe Platform or provided in order for CoRsafe to provide the Services to You; (2) any data and information either held by CoRsafe or generated by the Services relating to You; and (3) any other information or data on the CoRsafe Platform.

Free Product means the products and features made available by CoRsafe to You or a Partner at no charge, including:

(a) ‘Know Me’;

(b) ‘Self-Assessment’; and

Granted Logo means logo(s) owned by You and confirmed by both Parties in writing.

Heavy Vehicle National Law means the Heavy Vehicle National Law Act 2002 (Qld), Heavy Vehicle National Law (ACT) Act 2013 (ACT), Heavy Vehicle (Adoption of National Law) Act 2013 (NSW), Heavy Vehicle National Law (South Australia) Act 2013 (SA), Heavy Vehicle National Law (Tasmania) Act 2013 (Tas), Heavy Vehicle National Law Application Act 2013 (Vic) and associated regulations.

Indemnified Losses means any losses, costs, damages, expenses or other liabilities arising out of or in connection with any fact, matter or circumstance, including all legal costs and other professional expenses on a full indemnity basis incurred by CoRsafe, arising out of or in connection with these Terms and Conditions or the Services.

Intellectual Property (IP) means but is not limited to copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.

Licence means the licence(s) required to access and use the CoRsafe Platform.

Paid Product means the paid products and features made available by CoRsafe to You or a Partner, including:

(a) ‘Safety Passport’;

(b) ‘Jobs to be done’;

(d) ‘Supply Chain’;

(e) ‘Training’;

(f) ‘Verification’;

(g) ‘Access to digital resources and support’;

(h) ‘Onboarding Support’;

(i) ‘Leadership Briefing’;

(j) ‘Culture Survey’;

(k) ‘Onsite Audit’;

(l) ‘Desktop Audit’;

(m) ‘CoR Roadmap Development’; and

(n) ‘Ongoing dedicated CSM support’.

Partner refers to a person or entity which is a supplier or service provider to the User or a business unit of the User which is engaged in the User’s supply chain, where the person or entity has been nominated by the User to receive access to the CoRsafe Platform.

Party means one party and “Parties” refers to both.

Personal Information has the meaning given in any applicable Privacy Laws.

Personnel means the relevant party’s officers, employees, agents, advisers, contractors and subcontractors (including their respective personnel).

Platform Features means the tools, training, and materials provided as part of the License, which may change from time to time without the requirement to notify You.

Privacy Laws means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) and any applicable law, codes, guidelines or directives governing privacy or the handling of Personal Information.

Products mean Free Product, Paid Product, and any other product offered by CoRsafe from time to time.

Regulatory Requirements means all relevant laws, policies and procedures and any relevant regulations, regulator policies or guidance, industry codes or standards and the rules of any external dispute resolution schemes to which CoRsafe or You subscribe.

Services means:

(a) Your Licence to access the CoRsafe Platform and Platform Features;

(b) Your Subscription to access and use the Products; and

Service Fees mean the fees for the provision of the Licence(s), Subscription, Services and/or Additional Services provided by CoRsafe. The Service Fees are expressed in Australian dollars (AUD).

Subscription means the right granted to You to access and use the Products during the Term in accordance with these Terms and Conditions.

Term has the meaning given in Clause 2.

Terms and Conditions mean these Terms and Conditions including Schedules 1 and 2. For a Contractor, ‘Terms and Conditions’ mean the Terms and Conditions including Schedules 1, 2 and 3.

User means a Consignor or Carrier that subject to acceptance of these Terms and Conditions may access, use, or interact with the CoRsafe Platform and use the Platform Features, where a Partner has joined the CoRsafe Platform, they will also be deemed to be a User for the purposes of these Terms and Conditions.

You or Your refers to the individual or entity that accesses, uses, or interacts with the CoRsafe Platform, including but not limited to Users, Contractors, and/or their respective Personnel.

We or Our means CoRsafe.

2 Term

2.1 These Terms and Conditions begin on the Commencement Date and continue until terminated in accordance with Clause 14.

3 Licence and Subscription

3.1 Subject to Your acceptance and compliance with these Terms and Conditions, CoRsafe agrees to provide You and/or Your Partners with a Licence or Subscription to access the CoRSafe Platform and/or use the Products.

4 Exclusivity

4.1 You appoint CoRsafe to perform the Services under these Terms and Conditions and agree that You will not engage a third party to provide Services that are either the same or similar to the Services under these Terms and Conditions, except:

(a) where CoRsafe has agreed in writing;

(b) where CoRsafe is unable to provide the Services within a reasonable timeframe after receiving written notice;

(d) where these Terms and Conditions are terminated or expires.

5 Agency

5.1 These Terms and Conditions do not create a relationship of partnership, employment or agency between You and CoRsafe or between You and any Personnel of CoRsafe.

6 Fee and Payment

6.1 Unless otherwise specified in the relevant invoice, the Service Fees are due and payable within 30 days of CoRsafe issuing You an invoice.

6.2 If payment is not received within fourteen (14) days after the due date, CoRsafe may:

(e) suspend access to all or part of the Services. During any period of suspension, access may be restricted to the Free Product (including ‘Know Me’, ‘Self-Assessment’ and ‘Scorecard’);

(f) immediately terminate Your Licence, Subscription and/or access to the Services in accordance with clause 14;

(g) charge interest on overdue amounts at a rate equal to the Reserve Bank of Australia cash rate plus 2% per annum, calculated daily on the outstanding amount until paid.

6.3 Where suspension occurs:

(a) partial payment does not prevent suspension unless the outstanding balance is paid in full;

(b) access will only be reinstated after CoRsafe confirms receipt of cleared funds for all outstanding amounts;

(d) CoRsafe will not be liable for any loss, damage, cost or expense arising from or in connection with such suspension.

6.4 The Service Fees will be annually increased with effect from each anniversary of the Commencement Date and adjusted for:

(a) changes in Services; and

(b) changes in CoRsafe’s costs in providing the Services,

and will be communicated to you 30 days prior to each anniversary of the Commencement Date.

7 Changes to Services

7.1 If You request a change to the Services or request a cancellation of any or all of the Services during the Term, You agree to pay CoRsafe any additional fees for the change of Services and reimburse CoRsafe for any costs incurred by CoRsafe to accommodate the change or cancellation.

7.2 If You request additional sites, users, supply chain partners, training licences or other components during the Term, any additional Service Fees will be calculated on a pro rata basis from the date of activation until the next anniversary of the Commencement Date.

7.3 Where a third party has been engaged to provide the Services (e.g. Auditor consultant to conduct an audit), and the third party has incurred a loss as a result of Your cancellation, You agree to pay reasonable costs incurred by the third party. In addition to the Service Fees, CoRsafe may charge You for any reasonable out-of-pocket expenses, disbursements or other outgoings incurred in connection with providing the Services.

7.4 CoRsafe will only provide refunds as required by law. By accepting these Terms and Conditions, You acknowledge and agree that the Service Fees are paid on access and availability of the CoRsafe Platform, Products and Services. Non-utilisation of the CoRsafe Platform, Products or Services, or any request to reduce, remove or downgrade components (including sites, Users or modules) will not entitle You to credit, refund, or carry forward to subsequent years, unless as agreed by CoRsafe in writing.

8 Warranties

8.1 Both Parties warrant that they:

8.1.1 have the power to enter into and perform its obligations and transact under these Terms and Conditions, including authority to entry into these Terms and Conditions and authority to act on behalf of the relevant Party in relation to the Services under these Terms and Conditions;

8.1.2 have the skills, facilities and capacity to perform duties and obligations under these Terms and Conditions; and

8.1.3 by entering these Terms and Conditions and performing obligations under these Terms and Conditions will not be in breach of an obligation to a third party.

8.2 CoRsafe Warranties: CoRsafe warrants that in performing the Services, it will comply with the Regulatory Requirements.

8.3 Your Warranties:

8.3.1 You warrant that any information provided to CoRsafe for the purposes of the provision of the Services and/or Additional Services is true and accurate in all material respects and it will comply with all Regulatory Requirements.

8.3.2 You must honestly and promptly do anything that is reasonably required to complete the self-assessments and/or audits under these Terms and Conditions, including but not limited to answering all questions and providing all the relevant information. Otherwise, You may be required to take remediation accordingly and be solely liable for any consequences of Your self-assessments and/or audits conducted through the CoRsafe Platform.

8.4 CoRsafe Exclusions: Except as provided in Clauses 8.1 and 8.2, CoRsafe to the fullest extent permitted by law wholly excludes any and all representations, terms, conditions or warranties implied by law, statute or custom, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. CoRsafe does not make any promise, warranty, guarantee or representation that the Services or Additional Services will result in any commercial, legal or regulatory outcomes, including without limitation that they will result in Your conformance or compliance with any legal or statutory obligations.

8.5 To the extent You are entitled to a guarantee under the Australian Consumer Law, CoRsafe’s liability is limited to the following (at CoRsafe’s option):

8.5.1 resupplying the Services;

8.5.2 payment of the cost of having the Services resupplied.

8.6 Both parties acknowledge and agree that the CoRSafe Platform, Products and Services are provided for general information and compliance support purposes only. CoRSafe does not provide legal, financial, regulatory, workplace relations or other professional advice. Any recommendations, assessments, scorecards, reports, guidance materials or other outputs generated through the CoRSafe Platform are general in nature and are not tailored advice. They are provided to assist You in assessing Your own compliance position and risk management practices. You are solely responsible for determining whether any recommendation, action, control measure or decision is appropriate for Your business, operations and legal obligations. You should obtain independent professional advice where appropriate before implementing any recommendation or relying on any information provided through the Services. To the maximum extent permitted by law, CoRSafe disclaims liability for any reliance placed on general recommendations or information provided through the CoRsafe Platform.

9 Intellectual Property

9.1 You and CoRsafe agree that each Party will retain their own pre-existing Intellectual Property (IP) prior to the entering of these Terms and Conditions. To the extent any new IP is created, the IP will immediately vest in the CoRsafe, unless agreed otherwise.

9.2 Neither Party will use the other Party’s trademarks without the express written consent of the other Party. If required by CoRsafe, You may grant permission to CoRsafe to use and/or reproduce the Granted Logo for the following purposes: (1) print media; (2) digital platforms (such as websites and social media); (3) merchandise; (4) internal or external presentations and reports; (5) advertising and marketing campaigns; and (6) other commercial purposes. You acknowledge and agrees that: (1) the release of the Granted Logo is voluntary; (2) You will not receive any payment or financial compensation of any type associated with the usage and/or reproduction of the Granted Logo from CoRsafe; (3) publication of the Granted Logo confers no rights of ownership in the publication or royalties to You whatsoever; (4) this release will expire on the termination of the relationship of both Parties; and (5) upon expiration, CoRsafe will stop using the Granted Logo for subsequent marketing and commercial campaigns.

9.3 Subject to your compliance with these Terms and Conditions, CoRsafe grants to You and You accepts a non-exclusive, non-transferable, limited licence for Yourself and any third party with express written authorisation from CoRsafe to use of the features and materials within the CoRsafe Platform for the purposes of Chain of Responsibility management.

9.4 The CoRsafe Platform may contain materials produced by third parties which is made available for Your convenience. CoRsafe makes no representation or claim of being the owner of such materials and these materials do not form part of the Services. CoRsafe accepts no responsibility for Your reliance on these materials. Notwithstanding the foregoing, CoRsafe represents that, to the best of its knowledge, the inclusion and provision of such third party materials does not infringe the intellectual property rights of any third party, and all right, title and interest (including all intellectual property rights) in and to such materials remain vested in the relevant third party owners.

9.5 In the course of using the CoRsafe Platform, You may be asked to upload materials for the purposes of receiving the Services. For the avoidance of doubt, providing materials in which You have Intellectual Property rights will not be an assignment of those rights. However, once CoRsafe has received any information You have uploaded or in any way included in CoRsafe Platform, CoRsafe will manage such Data in accordance with Schedule 2.

10 Indemnity

10.1 You hereby irrevocably and unconditionally waive, release and indemnify and agree to keep indemnified upon demand CoRsafe and/or its Personnel at any level (“those indemnified”) against all Indemnified Losses reasonably incurred by or finally awarded against those indemnified however arising in connection with these Terms and Conditions (including but not limited to injury/death to persons, damage to property, losses/fines in relation to non-compliance with legal obligations and infringements of any third party Intellectual Property). Subject to Clause 11, CoRsafe indemnifies You in relation to any third-party IP infringements relating to Your use of the Services provided by CoRsafe, where such use is in accordance with these Terms and Conditions.

11 Liability

11.1 CoRsafe excludes any and all liability for:

11.1.1 any direct or indirect or consequential expenses, losses, damages or costs (including legal costs) and (without limitation) liability for loss of profits or revenue (including as a result of downtime), business interruption, loss of data (including Data), or failure to realise anticipated savings or benefits incurred by or awarded against the other Party under these Terms and Conditions; and

11.1.2 for all expenses, losses, damages or costs (including legal costs) to the extent that such expenses, losses, damages or costs are directly or indirectly caused or contributed to by You or Your Personnel.

11.2 The CoRsafe Platform is, to the extent permitted by law, provided ‘as is, as available’, without any warranty of any kind including, without limitation, any warranty with respect to the quality, performance or functionality of the Services and that the Services will be interrupted or error free. CoRsafe to the extent permitted by law, is not liable to You for any incidental, indirect, special, consequential or economic loss or damage (including loss of profits or opportunities and exemplary and punitive damages whether arising from negligence or otherwise which is incurred by You as a result of any error, omission or misrepresentation in relation to the Services).

11.3 CoRsafe shall not be liable for any loss, damage, or consequences that arise from Your decision to share Your score obtained from the CoRsafe Platform or any related information. This includes, but is not limited to, any claims arising from the misuse or misinterpretation of the shared scoring data by other Users or to the extent permitted by law, any breaches of privacy except if the breach arose as a direct result of CoRsafe’s acts or omissions. You are solely responsible for ensuring the scores or documentation provided by other Users on the CoRsafe Platform are suitable for the purposes of Your own supply chain risk management. CoRsafe makes no representation that any score attributed to other Users on the CoRsafe Platform will guarantee that such Users are compliant with Chain of Responsibility Laws. You should make Your own assessment for whether or not to engage with another User on the CoRsafe Platform.

12 Confidentiality

12.1 Except to the extent that any CoRsafe Documentation authorises the wider distribution of such specific CoRsafe Documentation, You shall not disclose, provide, or otherwise make available to any third party, in whole or in part, the CoRsafe Documentation, the Data, the Services or any information relating thereto, the Terms and Conditions, or any Confidential Information except in confidence to employees of or contractors to You and of any Partner to enable You to use the Services to meet Your CoR Law obligations.

12.2 You may only disclose Confidential Information if:

12.2.1 required by law or order of a court of competent jurisdiction to do so; or

12.2.2 CoRsafe has provided its prior written consent.

12.3 You shall take all reasonable action to fulfil Your obligations with respect to the use, copying, confidentiality, and security of the Services and all other Confidential Information and material of CoRsafe (or its licensors and subcontractors) including but without limitation:

12.3.1 reasonable steps to prevent the unauthorised disclosure of or access to the Services, CoRsafe Documentation, Data and any other Confidential Information of CoRsafe; and

12.3.2 upon the reasonable request of CoRsafe and where reasonably required, the procuring of an undertaking in favour of CoRsafe from any employees, contractors and auditors (or the employees, contractors and auditors of a Partner) that they shall not disclose, provide or otherwise make available the Services, CoRsafe Documentation, Data and any other Confidential Information in whole or in part to any third party.

12.4 In the event of any unauthorised disclosure of Confidential Information by You, Your Personnel, a Partner or a Partner’s Personnel, CoRsafe may elect to terminate the Terms and Conditions with You in accordance with Clause 14. You acknowledge that monetary damages may not be sufficient remedy or protection for CoRsafe and CoRsafe shall be entitled to seek injunctive or other equitable relief as may be deemed proper or necessary by a court of competent jurisdiction to stop the actual or proposed disclosure of CoRsafe Confidential Information.

12.5 You acknowledge that the Services, the CoRsafe Documentation and the Data is the property of CoRsafe, that CoRsafe is able to use the Data for any lawful and commercial purpose. You will procure a similar acknowledgement from each Partner.

12.6 You acknowledge that CoRsafe intends that You will use the Services, the CoRsafe Documentation and the Data only in accordance with these Terms and Conditions.

13 Taxes

13.1 All amounts payable are exclusive of GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and You are responsible for payment GST and all other amounts under these Terms and Conditions.

14 Termination

14.1 You may cancel or terminate your Licence and/or Subscription, and/or stop using the Services at any time. If you cancel or terminate your Licence and/or Subscription, you will not have access to CoRsafe Platform, Services and any associated third-party products and services that you set up with Your account. This action may be non-reversible.

14.2 CoRsafe may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your License, Subscription, and/or access to the Services. Cause for such termination shall include:

14.2.1 violations of these Terms and Conditions or any other policies, agreements or guidelines that are referenced herein and/or posted on the Services;

14.2.2 a request by You to cancel or terminate your Licence and/or Subscription;

14.2.3 a request and/or order from law enforcement, a judicial body, or other government agency;

14.2.4 where the provision of the Services to You is or may become unlawful;

14.2.5 unexpected technical or security issues or problems;

14.2.6 Your participation in fraudulent or illegal activities;

14.2.7 You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors;

14.2.8 You cease to be registered for GST;

14.2.9 any material breach of these Terms and Conditions by You where the breach has not been remedied within 14 days after written notice; or

14.2.10 any material breach by You that cannot be remedied.

Any such termination or suspension shall be made by CoRsafe in its sole discretion and CoRsafe will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Licence, Subscription, and/or access to the Services.

14.3 Upon termination of Your Licence and Subscription, You may lose all access to the Services and any portions thereof and must destroy any materials that were taken from the CoRsafe Platform. In addition, after a period of time as required by law, CoRsafe will delete information and data stored in or as a part of Your account(s).

15 Governing Law

15.1 These Terms and Conditions are governed by the laws of the State of Queensland, Australia, without giving effect to any of its conflict of laws principles and the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.

16 Interpretation

16.1 The use of the words “includes,” “including,” “such as,” “for example,” and similar terms are deemed not to limit what else might be included.

17 No Waiver

17.1 A Party’s failure or delay to enforce a provision under these Terms and Conditions is not a waiver of its right to do so later.

18 Privacy

18.1 You and CoRsafe agree to comply with all relevant Privacy Laws. CoRsafe may ask You to provide Personal Information when You are using the CoRsafe Platform. Any personal information You provide will be held by CoRsafe. The way in which we collect, use, retain and disclose personal information is set out in our Privacy Policy https://www.nti.com.au/privacy-policy. CoRsafe maintains robust physical, electronic and procedural safeguards to protect Your Personal Information in our care. Without limitation, You shall notify us of any complaints made by anyone in relation to privacy matters and any breach of data affecting the privacy of anyone under these Terms and Conditions by email to privacy@nti.com.au.

18.2 To the extent You have received Personal Information through the CoRsafe Platform, You agree to implement and maintain appropriate systems, processes, and security measures to ensure that any Personal Information you collect or access through the platform is kept secure and protected against unauthorised access, disclosure, loss, or misuse. This includes, but is not limited to:

18.2.1 Data Security: Maintaining data security measures as stated in Clause 26.

18.2.2 Access Control: Limiting access to Personal Information to authorised personnel only.

18.2.3 Compliance: Ensuring that any third parties with whom you share Personal Information also adhere to equivalent data protection standards.

19 Force Majeure

19.1 CoRsafe shall be under no liability to You, Your Personnel or any Partner in respect of anything which, apart from this provision, may constitute breach of these Terms and Conditions arising by reason of force majeure, namely, circumstances beyond the control of CoRsafe which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of government and parliamentary authority; inability to supply materials or support; the breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bans, strikes and lockouts and whether between either of the Parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the Parties hereto or any other employer).

20 Modern Slavery

20.1 CoRsafe and You agree to take all reasonable steps to ensure there is no Modern Slavery, as defined by the Modern Slavery Act (2018), in their operations or supply chains. Each party must immediately notify the other if it becomes aware of any information which it knows, or ought to reasonably be expected to know, that means the representations and warranties in this Clause 20 may no longer be true and correct.

21 Entire Agreement

21.1 These Terms and Conditions include the entire understanding of the Parties and neither Party has relied on any prior representations, warranties, statements or understanding made by CoRsafe or others on behalf of CoRsafe, which are not contained expressly in writing in these Terms and Conditions.

22 Dispute resolution

22.1 CoRsafe would like to address all disputes without resorting to formal legal proceedings. Before filing a claim, each Party agrees to try to resolve a dispute by formally notifying the other Party in writing that it wishes to negotiate a dispute. If a dispute is not resolved within 30 days of such notice, either Party may start legal action or proceedings. Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce terms or arising out of or in connection with these Terms and Conditions, each Party irrevocably submits to the exclusive venue and personal jurisdiction of the courts located in Queensland, Australia. In any legal proceeding instituted by a party to enforce these Terms and Conditions, the prevailing Party shall have the right to collect from the other Party the reasonable costs and expenses incurred by the prevailing Party in conducting the legal proceeding, including reasonable attorneys’ fees and disbursements, and court costs.

23 Assignment

23.1 A Party may only assign a right under these Terms and Conditions with the prior written consent of each other Party.

24 Variation

24.1 These Terms and Conditions may be varied at any time. CoRsafe will notify You of any changes to these Terms and Conditions by email, publication of changes on CoRsafe website and/or login notification. Your continued use of the CoRsafe Platform will be deemed as Your acceptance of any update to these Terms and Conditions.

25 Survival

25.1 Any indemnity or any obligation of confidence under these Terms and Conditions is independent and survives termination of these Terms and Conditions. Any other term by its nature intended to survive termination of these Terms and Conditions.

26 Data Security

26.1 You agree to implement reasonable security measures and comply with Regulatory Requirements to protect the confidentiality and integrity of Data. This includes using secure passwords, ensuring proper access controls, and maintaining up-to-date security software on Your devices.

26.2 You are responsible for promptly notifying CoRsafe of any suspected unauthorised access or security incidents related to Your account. You also agree to comply with applicable data protection laws in connection with Your use of the CoRsafe Platform.

26.3 You acknowledge and agree that CoRsafe will hold and use Data including Your Personal Information only as long as is necessary to administer and deliver Services under these Terms and Conditions, or as required to comply with legal or regulatory obligations, including but not limited to under tax, exchange control, labour, securities and heavy vehicle laws.

Schedule 1 – Platform Access

Logging on-line and Access

When You use our CoRsafe Platform, You will learn more about Your Chain of Responsibility obligations. When using the CoRsafe Platform, We need You to know some important things:

• Access to the CoRsafe Platform is accessible only through the use of usernames and passwords.

• User, Contractor and Partner access to CoRsafe Platform must be authorised by CoRsafe.

• For approved Users, a welcome email will be sent to the User’s email address with a link to enter their username and a temporary password. The User will then be sent a verification email, with a link to change their password.

Log-in Access:

The CoRsafe Platform is accessible only through the use of usernames and passwords. You are responsible for:

• Maintaining the security and confidentiality of passwords;

• All activities undertaken using usernames and passwords;

• Notifying CoRsafe immediately if You lose Your username or password or suspect the confidentiality of Your username and password has been compromised; and

• Notifying CoRsafe if any User is no longer eligible to access the CoRsafe Platform so their user access credentials can be revoked.

You MUST NOT:

• By-pass or attempt to by-pass any of the security devices incorporated into the web site;

• Use a username or password other than Your own; or

• Disclose Your username or password to anyone else.

The Services from the CoRsafe Platform may involve You providing and sending electronic instructions to Us (e.g. requesting an audit). We will assume that an electronic instruction from Your designated email address is authentic. We have no obligation to authenticate the person issuing or transmitting the electronic instructions, or to verify the accuracy or completeness of the electronic instructions. We may act on electronic instructions received or sent via our platform, without reference to You.

Schedule 2 – Data

Scoring and Assurance:

Users of the CoRsafe Platform may receive a score based on self-assessments, online audits, or physical in-person audits. These scores are tiered as follows:

1. Self-Assessments: Scores derived from user-submitted self-assessments represent the least level of assurance, as the responses to questions asked of the User have not been verified and no evidence has been received.

2. Desktop Audits: Scores generated from online audits provide a moderate level of assurance, based on the information provided by Users and the methodologies applied by the platform.

3. Onsite / In-Person Audits: Scores obtained from physical in-person audits reflect the highest level of assurance, as these audits involve direct evaluation by qualified auditors.

This score will be changed subject to Your completion of our suggested actions from time to time.

Verification

To compliment a ‘Self- Assessment’ and increase its level of assurance, Users can have their evidence verified. Verification ensures that submitted evidence is valid, authentic, and belongs to Users. This process does not assess the level of compliance a User adheres to but provides assurance that the evidence for that User’s ‘Self-Assessment’ is legitimate and current. Further actions to improve the level of assurance can be conducted through ‘Desktop Audits’ and ‘Onsite / In-Person Audits’.

Disclaimer:

We make no representations or warranties regarding the accuracy, reliability, or validity of scores obtained from the CoRsafe Platform. You acknowledge that these scores are based on the information provided by You and standard methodologies used, which may not fully capture the complexities of Your situation. CoRsafe makes no guarantee that the score of a User demonstrates any level of compliance with any Regulatory Requirements including the Chain of Responsibility Laws. Equally, where a User has undertaken an In-Person audit, CoRsafe makes no warranty or representation that undertaking such an audit, using any particular Contractor to perform an audit or remediating any recommendations arising from any audit (including gaps identified) will result in adherence to any Regulatory Requirements including Chain of Responsibility Laws.

Consent to Share Scoring Information

Sharing of Scores:

By using the CoRsafe Platform, You acknowledge and agree that Your score derived from ‘Self-Assessment’, ‘Online Audits’, and/or ‘Physical In-Person Audits’ may be shared with other Users of the platform. This sharing of scores is intended to foster transparency and facilitate informed decision-making among Users.

User Discretion:

You retain the discretion to choose what scoring information to share and with whom. However, once You decide to share Your score or related information with other Users, You acknowledge that such information may be viewed, used, and further disseminated by those Users, Contractors and Partners for their own purposes.

Aggregated Data

We may collect, use, and share aggregated data derived from Your use of our Services. This aggregated data is anonymised and does not contain personally identifiable information. The aggregated data may be used for various purposes, including but not limited to:

• Analysing trends and usage patterns;

• Improving our services and features, including future updates to the CoRsafe Platform;

• Conducting research and development; and

• Sharing insights with CoRsafe and Personnel in a non-identifiable manner.

Maintenance and Downtime

CoRsafe strives to maintain a minimum uptime of 99% per month, excluding periods of scheduled maintenance and circumstances beyond our control. “Downtime” is defined as any period when the platform is not accessible due to technical issues under our control. Scheduled maintenance will be performed as necessary, with advance notice given when possible, though we reserve the right to conduct maintenance without prior notice in cases of emergency. You may report downtime via our designated support channels, and we will make reasonable efforts to respond promptly. If we do not meet uptime commitments, we acting reasonably at our discretion may offer service credits.

Feedback

CoRsafe may reach out to You via email or through the CoRsafe Platform to solicit feedback aimed at improving the operations and features of the platform. By using the CoRsafe Platform, You are agreeing to receiving surveys and feedback requests via the CoRsafe Platform.

Participation in feedback requests received via email is voluntary. You may unsubscribe from future email surveys and email feedback requests at any time by clicking the ‘unsubscribe’ link provided at the bottom of the emails. By participating in feedback requests, Users acknowledge that their responses may be used to enhance the platform and improve User experience.

Schedule 3 – Contractors

Third-Party Supply Chain Consultants

1. Acceptance of Terms

You should sign a Contractor Agreement prior to performing any audit or consulting services. By signing the Contractor Agreement, You confirm your acceptance of these Terms and Conditions and your commitment to perform any audit or consulting services as a supply chain auditor or consultant (“Contractor”) for CoRsafe and its customers (i.e. Users of the CoRsafe Platform). You agree to abide by these Terms and Conditions and the signed Contractor Agreement between CoRsafe and You.

You are responsible for reading and understanding the terms of the Contractor Agreement.

2. Auditor Responsibilities

As an auditor, You acknowledge and agree to:

Satisfy specific eligibility criteria as required by audit program owners, including but not limited to CoRsafe.
Perform audits in compliance with industry standards and CoRsafe’s guidelines.
Submit timely, accurate, and comprehensive audit reports to CoRsafe and its customers.
Maintain confidentiality regarding all CoRsafe Platform User information and proprietary materials.
Conduct audits with integrity and impartiality, avoiding any conflicts of interest.
Adhere to the provisions of the Contractor Agreement.

3. Precedence

To the extent there is an inconsistency between the Terms and Conditions and the Contractor Agreement in relation to the Contractor’s duties in performance of Contractor Services, the Contractor Agreement holds the superior interpretation.

4. Compliance

You are responsible for adhering to all relevant laws, regulations, and industry standards while performing audit services. Failure to comply may result in termination of your Contractor Agreement and these Terms and Conditions.