betfair

THIS AGREEMENT (“Agreement”) is between Australian Newsagents’ Federation Limited (“ANF”) and you (“Newsagency”) in the context of the following facts and circumstances:

The Newsagency and ANF agree as follows:

Sub-Agency

1. Betfair Pty Limited, (“Betfair”) has appointed ANF and ANF has agreed with Betfair to act as agent for Betfair to provide Identity and Verification Services for and on behalf of Betfair through newsagents, to enable individuals or other entities being customers of Betfair (“Betfair Customer”) to be identified and or to have certain credentials confirmed. ANF appoints the Newsagency as its sub-agent and the Newsagency agrees to act as ANF sub-agent for this purpose upon the terms and conditions of this Agreement. ANF and the Newsagency expressly acknowledge and agree that Betfair is a third-party beneficiary of this Agreement. As such Betfair may take such steps and initiate such actions as it deems necessary or appropriate to protect or enforce its rights hereunder, without objection based upon lack of privity or similar claims. Nothing in this Agreement is intended to create, nor shall it have the effect of creating any joint venture or partnership between the parties. The Newsagency acknowledges and agrees that it is not authorised to act on behalf of Betfair or ANF in connection with this Agreement or to bind Betfair or ANF in any way other than as is strictly necessary for the Newsagency to provide the Identity and Verification Services.

Identity and Verification Services

2. The Newsagent agrees during the usual hours the Newsagency is open for business, to act as sub-agent of ANF to obtain on demand from a Betfair Customer, on behalf of Betfair and provide to Betfair the Identity and Verification Services, which involves the Newsagency performing an Identity Check for a Betfair Customer and following the procedure set out in the ANF User Guide which will be supplied to the Newsagency by Betfair. The Newsagency will act in accordance with standard information and training materials in relation to the requirements provided by Betfair to the Newsagency and contained in any and all laws relating to personal data and data privacy (including without limitation Privacy Act, 1988 and the Privacy Amendment (Private Sector) Act 2000) and the Financial Transaction Reports Act 1988 (Cth) and the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth).

Term and Termination

3. 3.1 This Agreement commences on the date the Newsagency agrees to the terms and conditions of this Agreement and shall continue for 1 year unless terminated by either party by 1 month’s written notice. This Agreement shall be automatically extended by further periods of 1 year on the same provisions of this Agreement unless ANF has given the Newsagency not less than 1 months’ written notice of its refusal to renew this Agreement before the expiry date. In the event that the head agreement between Betfair and ANF is terminated for any reason, ANF may terminate this Agreement by 1 month’s written notice. Termination of this Agreement does not affect any rights, liabilities or causes of action which accrued prior to termination.

3.2 Upon the occurrence of any act of default by a party (as defined in clause 3.3 below) or a Legislative Change, meaning a material change to the current legislation or the introduction of new legislation that results in the Identity and Verification Services being unable to be conducted by the Newsagency in accordance with the amended and/or new legislation (“Legislative Change”), a party may terminate this Agreement by giving written notice to the other.

3.3 Any of the following shall constitute an act of default under this Agreement:
(a) if either party fails to observe or perform any material term, covenant or obligation contained in this Agreement (including a breach of relevant laws by the Newsagency or a staff member of the Newsagency) and such default (in the case of a default which is remediable) shall not have been remedied within 30 days after notice thereof has been given by the party alleging default; or
(b) if an order is made for either party to be wound up or otherwise than voluntarily for the purpose of amalgamation or reconstruction, becomes insolvent or bankrupt or has a receiver appointed, enters into a deed or scheme or arrangement or composition with creditors or any proceedings under any bankruptcy or insolvency laws are commenced by or against the other party.
Confidential Information, Privacy and Compliance with Laws
4. 4.1 The Newsagency will comply with standard information and training materials in relation to the requirements provided by Betfair to the Newsagency and contained in any and all laws relating to personal data and data privacy (including without limitation Privacy Act, 1988 and the Privacy Amendment (Private Sector) Act 2000) and the Financial Transaction Reports Act 1988 (Cth) and the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth).
4.2 Confidential Information of a Party includes all information (regardless of the form of disclosure or the medium used to store or represent it) treated by one party, including a Betfair Customer, (Disclosing Party) as confidential and of which the other party (Recipient) first becomes aware either:
(i) through disclosure by the Disclosing Party to the Recipient; or
(ii) otherwise through the Recipient’s involvement with the Disclosing Party and its business operations,
(iii) includes information about the Disclosing Party’s finances, strategies, management or business operations and any materials provided by the Disclosing Party to the Recipient,
(iv) includes information in relation to the Disclosing Party’s clients and potential clients; and
(v) includes the terms of the Agreement,
but excludes information:
(vi) that the Recipient creates (whether alone or jointly with any person) independently of the Disclosing Party’s Confidential Information (if the Recipient has evidence in writing that information falls within this exception); or
(vii) that is public knowledge (and has become so otherwise than as a result of a breach of confidentiality by the Recipient or any person to whom the Recipient has disclosed the information) (“Confidential Information”).
4.3 Each party acknowledges that the confidential information of the other party, including the Disclosing Party is valuable and therefore undertakes to keep such confidential information of the other party secret and to protect and preserve the confidential nature of the information.
4.4 The Newsagency acknowledges and agrees that it receives information about Betfair Customers as sub-agent of ANF on behalf of Betfair and that such information is Confidential Information. The Newsagency shall observe the privacy of such information and comply with all relevant privacy laws and the privacy obligations specified by this Agreement and that it shall comply with any lawful request made by Betfair or ANF regarding that Betfair Customer information.

4.5 Except as required by law or if required in legal proceedings in relation to this Agreement, a party:
(i) will not disclose Confidential Information of the other party to any person except as permitted by this Agreement;
(ii) will not make, assist or permit any person to make any unauthorised use, disclosure or reproduction of the Confidential Information of the other party;
(iii) will take reasonable steps to ensure that any person who has access to Confidential Information of the other party does not make any unauthorised use, reproduction or disclosure of that information; and
(iv) will co-operate with the other party in any action which the other party may take to protect the confidentiality of any information.

Nothing herein shall prevent ANF from advising Betfair of the identity and location of the Newsagency to enable Betfair to provide information to Betfair Customers about which newsagencies provide the Identity and Verification Services.

4.6 Each Party agrees with respect to all information provided under this Agreement which comprises personal information as defined by the Privacy Act 1988 (Cth) (“Privacy Act”):
(i) to comply with those provisions of the Privacy Act which concern the security, use and disclosure of personal information;
(ii) to co-operate with any reasonable demands or inquiries made by the Privacy Commissioner;
(iii) to comply insofar as is practicable, and in a manner consistent with any privacy policy published or formulated by a party and with any policy guidelines issued by the Privacy Commissioner from time to time;
(iv) to take all reasonable measures to ensure that personal information is protected against loss and unauthorised access, use, modification, disclosure or other misuse and that only authorised representatives and employees have access to it;
(v) immediately notify the other party when it becomes aware of any breach of this clause; and
(vi) to take all reasonable steps to ensure that personal information provided in connection with this Agreement is accurately recorded.

4.7 The Newsagency indemnifies and shall keep indemnified, ANF in respect of any and all losses, claims, actions, demands and/or damages including legal fees, made against ANF arising out of any breach by The Newsagency (including any staff member or employee of the Newsagency) of privacy laws, data privacy laws and/or the Anti Money Laundering and Counter Terrorism Financing Act 2006 (Cth) as they relate to any Betfair Customer to or in respect of whom the Identity and Verification Services have been provided by the Newsagency.

Intellectual Property

5. The Newsagency acknowledge that Betfair is the sole owner of or is lawfully entitled to use all intellectual property in all matters, things or processes owned by Betfair and supplied by Betfair to the ANF to enable the ANF to provide the Identity and Verification Services. The Newsagency shall not use the intellectual property in any way other than to provide the Identity and Verification Services pursuant to this Agreement. The Newsagency indemnifies and shall keep indemnified, ANF in respect of any and all losses, claims, actions, demands and/or damages including legal fees, arising out of any claim by Betfiar of unlawful use of the intellectual property.

Fees

6. ANF shall pay to the Newsagency a Fee of $5 inclusive of GST for each Identity Check obtained by the Newsagency from a Betfair Customer and accepted by Betfair, within 60 days of acceptance of such Identity Check by Betfair.

Advertising and Promotion

7. The Newsagency acknowledges that Betfair is subject to certain advertising restrictions within Australia. The Newsagency may advertise and promote the Identity and Verification Services to its Customers in accordance with directions provided to it by ANF, but not without the prior written approval of ANF.

General

8. This Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter. Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this Agreement except as expressly provided in this Agreement. Except as expressly provided in this Agreement, each party must, at its own expense, do all things reasonably necessary to give full effect to this Agreement and the matters contemplated by it. The rights, benefits and obligations of either party under this Agreement may not be assigned without the prior written consent of the other party. This Licence is governed by the laws of the State or Territory of Australia in which the Newsagency is located to whose courts of such jurisdiction the parties irrevocably submit.