These Terms are divided into Part A (general usage terms) and Part B (additional commercial terms for qualifying direct subscriptions only).
Part A applies to all persons and organisations accessing or using the Service, to the extent applicable to their role and to the extent these Terms are validly incorporated or accepted. Part B applies only in the circumstances specified in clause B1.
“Commercial Agreement” — A separate written agreement entered into by NoahFace governing the supply of the Service to the relevant Subscriber or Reseller, including its schedules and any applicable data processing agreement (DPA).
“NoahFace” — Noah Facial Recognition Pty Ltd (ABN 85 615 173 709).
“Reseller” — An organisation authorised by NoahFace to resell access to the Service.
“Service” — The NoahFace website, Dashboard, APIs, documentation, NoahFace and NoahFace Go applications and related functionality made available by NoahFace, including configurations deployed in a Subscriber-controlled environment where applicable.
“Subscriber” — An organisation authorised to use the Service directly from NoahFace or through an authorised Reseller.
“Subscriber Data” — Data provided by or on behalf of a Subscriber or collected through its authorised use of the Service.
“User” — An individual authorised by a Subscriber to access or use the Service.
“You / Your” — The person or organisation accessing or using the Service, as the context requires. Where a provision expressly refers to a Subscriber, Reseller or User, it applies only to that category.
(a) A separate written Commercial Agreement signed by NoahFace governs the commercial relationship between its parties, including liability, indemnities and remedies, and prevails over these Terms to the extent of any inconsistency. Clauses A4 to A9 are fundamental conditions of use. No agreement between a Reseller and its customer may vary those conditions or diminish NoahFace’s rights. A Commercial Agreement signed by NoahFace may vary those conditions only to the extent that NoahFace expressly and specifically agrees to the variation; a general precedence provision does not itself constitute such agreement. Nothing in this paragraph permits any party to contract out of obligations imposed by applicable law.
(b) If the Service is supplied through an authorised Reseller, the agreement between the Reseller and its customer governs their commercial arrangements only. That agreement does not bind NoahFace, transfer NoahFace intellectual property, expand the rights granted by NoahFace, or change NoahFace’s obligations unless NoahFace expressly agrees in writing. A Reseller has no authority to make such commitments on NoahFace’s behalf.
(c) An applicable data processing agreement (DPA) entered into or expressly authorised by NoahFace governs personal-data processing and prevails over these Terms to the extent of any inconsistency. A Reseller–customer agreement does not alter NoahFace’s data-protection obligations.
(d) Part A applies to authorised use of the Service, subject to this clause A2.
(e) Part B applies only as specified in B1.
These Terms apply to You only to the extent validly accepted by You or otherwise incorporated under applicable law. An individual accepting on behalf of an organisation represents that they are authorised to do so. Individual Users are bound only by obligations appropriate to their personal use and do not assume the Subscriber’s subscription fees, organisational compliance duties or indemnities merely by using the Service. If You do not agree to applicable Terms, do not access or use the Service.
Subject to the relevant commercial authorisation, NoahFace grants a limited, non-exclusive, non-transferable right to access and use the Service for authorised business purposes. You must not:
(i) access the Service without authorisation;
(ii) impersonate another person or falsify time, attendance or identity records;
(iii) interfere with security or availability;
(iv) reverse engineer, copy or commercially exploit the Service except as permitted by law or a Commercial Agreement;
(v) upload malicious code;
(vi) use the Service in violation of applicable law, the documentation or applicable territorial restrictions.
Subscribers are responsible for managing authorised accounts and promptly disabling access when no longer required.
Each Subscriber is responsible for ensuring that its deployment and use of the Service complies with applicable privacy, biometric, employment, surveillance, anti-discrimination and workplace laws, including establishing an appropriate lawful basis, providing required notices, obtaining valid consents where required, and administering individual rights. Consent is not necessarily the lawful basis in every jurisdiction. A Subscriber must not enrol or process a person’s information unlawfully and must respond to withdrawal, objection, access and deletion requests as required by law and any applicable DPA. A Subscriber must not enrol any person under 13 years of age, and must obtain any parent or guardian consent required by applicable law before enrolling any person under 18 years of age. These responsibilities remain with the Subscriber and are not transferred to NoahFace by any agreement between a Reseller and its customer, without affecting NoahFace’s independent obligations under applicable law or any agreement signed by NoahFace.
NoahFace will process personal data in accordance with applicable law, its published Privacy Policy and any applicable DPA or Commercial Agreement. Each party will perform its own legal and contractual responsibilities. The Subscriber determines the purposes and authorised configuration of its deployment except where applicable law or the governing DPA provides otherwise. NoahFace does not acquire ownership of Subscriber Data and will not sell or commercially exploit identifiable User biometric data. Data location, retention, return, deletion, subprocessors and incident notification are governed by the applicable DPA and deployment architecture.
NoahFace and its licensors retain all right, title and interest in the Service, including its software, technology, documentation, trademarks, modifications, improvements and updates. Subscribers retain their rights in Subscriber Data. No ownership of the Service or its intellectual property transfers to any Subscriber, Reseller or User. Access and use rights are limited to those expressly authorised by NoahFace. No Reseller or other third party may assign, license, transfer or otherwise grant rights in NoahFace intellectual property beyond the rights expressly authorised in writing by NoahFace. NoahFace may use feedback to improve the Service, subject to applicable confidentiality and data-protection obligations.
Facial recognition, device integration and automated functions may produce false matches, missed matches or other errors. Subscribers must assess suitability for their purposes and maintain appropriate human review, alternative processes and safeguards where legally required or reasonably necessary.
The Service may connect with third-party devices, identity systems, payroll products and platforms, which may be subject to separate terms. NoahFace is not responsible for third-party products outside its control.
(a) Where NoahFace has entered into a Commercial Agreement governing the Service, its liability in connection with the Service is governed by that Commercial Agreement, including its liability limitations, exclusions, indemnities and any applicable DPA.
(b) In all other circumstances, and to the maximum extent permitted by applicable law, NoahFace excludes all liability for any loss, damage, cost or expense arising from or relating to access to or use of the Service, whether direct, indirect, consequential or otherwise, and whether in contract, tort (including negligence), statute or otherwise.
(c) Nothing in this clause excludes or limits liability or rights that cannot lawfully be excluded or limited. For direct subscriptions governed by Part B, clause B8 also applies.
NoahFace may update these Terms by giving reasonable notice of material changes, ordinarily at least 30 days before they take effect. A shorter period may apply where necessary for legal or security reasons. Changes bind a person only to the extent validly accepted or incorporated under applicable law.
If a provision is unenforceable, the remainder continues to the extent legally permissible. No failure to enforce a provision constitutes a waiver. These Terms do not create an employment, partnership or agency relationship. Unless an Order (as defined in clause B2) validly specifies otherwise, these Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts, subject to mandatory local laws. For questions contact accounts@noahface.com. The Privacy Policy is available from the NoahFace website. Clauses A5, A6, A7 and A10, together with any accrued rights and obligations and any provisions intended by their nature to survive, continue after expiry or termination of access to the Service. For subscriptions governed by Part B, accrued payment obligations and clauses B6 to B10 also survive to the extent applicable.
Part B applies only to a paid or trial subscription obtained directly from NoahFace where the Subscriber has accepted these Terms and no separate Commercial Agreement governs the use of the Service. It does not apply to Resellers, reseller-supplied Subscribers or individual Users. If a Commercial Agreement subsequently takes effect, Part B ceases to apply to that subscription.
The subscription scope, charges, billing period, currency, usage limits and any trial period are as presented in the order or checkout accepted by NoahFace and Subscriber (“Order”). Subscriber must pay undisputed invoiced fees within 14 days of invoice unless the Order states otherwise. Subscriber must notify NoahFace of a bona fide dispute with reasonable particulars before the due date and promptly pay undisputed amounts. Taxes are additional unless stated otherwise. An Order is not effective until accepted by NoahFace.
The subscription term and renewal mechanism are those expressly disclosed in the accepted Order. In the absence of an expressly agreed automatic-renewal provision, a subscription does not automatically renew for a new committed term. Neither party may terminate an agreed committed term for convenience unless the Order expressly permits it or applicable law requires otherwise. Either party may terminate for material breach not remedied within 30 days after written notice, or immediately if the breach is incapable of remedy and termination is lawful. NoahFace may terminate for undisputed non-payment after the notice and cure period in B4. Accrued payment obligations survive termination. Prepaid fees are not refundable except as required by law or expressly agreed; where Subscriber terminates for NoahFace’s uncured material breach, NoahFace will refund prepaid fees attributable to the unused period after termination.
NoahFace may suspend affected access for undisputed fees remaining unpaid 14 days after written notice, or immediately to the extent reasonably necessary to address an imminent security threat, unlawful use or material risk to persons or systems. NoahFace will, where practicable and lawful, give advance notice, limit the suspension to what is necessary and restore access promptly after the cause is resolved. Disputed amounts raised in good faith before the due date will not alone justify suspension while the parties work promptly to resolve the dispute.
NoahFace will use commercially reasonable care and skill to provide the subscribed Service substantially in accordance with its current documentation. NoahFace does not warrant uninterrupted or error-free operation or that the Service will meet every Subscriber requirement. On notification of a reproducible material failure, NoahFace will use commercially reasonable efforts to correct or work around it. Except for express commitments in the Order and rights that cannot lawfully be excluded, no particular service level, response time or outcome is guaranteed.
Following expiry or termination, NoahFace will provide a reasonable opportunity, not less than 14 days unless law or a documented security requirement requires otherwise, for Subscriber to request export of available Subscriber Data in a commonly used format, subject to lawful access and technical feasibility. NoahFace may thereafter delete or de-identify Subscriber Data in accordance with its retention practices and applicable law. Backups may be retained for limited periods and protected under applicable security obligations. Nothing here authorises deletion contrary to applicable law or a binding DPA.
To the extent permitted by law, Subscriber will defend and indemnify NoahFace against third-party claims and damages finally awarded or agreed in settlement, and reasonable external defence costs, to the extent directly caused by Subscriber’s unlawful collection or use of biometric or other personal data, wilful misuse of the Service, or material breach of A4 or A5. NoahFace must promptly notify Subscriber of the claim, permit Subscriber to control the defence with competent counsel, reasonably cooperate at Subscriber’s cost and not settle without Subscriber’s consent; Subscriber may not settle in a manner imposing admissions, obligations or unreleased liability on NoahFace without NoahFace’s prior written consent. This indemnity does not apply to the extent a claim results from NoahFace’s breach, negligence, wilful misconduct or unlawful processing. It does not apply to individual Users.
The exclusion in A10(b) applies to subscriptions governed by Part B, to the maximum extent permitted by law. If, and only to the extent that, the exclusion is ineffective or unenforceable in relation to a particular claim, NoahFace’s aggregate liability for that claim and all related claims is limited, to the maximum extent permitted by law, to the fees paid or payable by the Subscriber to NoahFace for the relevant subscription during the 12 months preceding the event giving rise to the claim (or, if shorter, the subscription period). This fallback limit does not affect the Subscriber’s obligation to pay fees properly due, or liability that cannot lawfully be limited. Each party must take reasonable steps to mitigate its loss.
Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence where such exclusion is unlawful, death or personal injury caused by negligence where non-excludable, or any liability, remedy or consumer guarantee that cannot lawfully be excluded or limited. To the extent the Australian Consumer Law permits a remedy to be limited, any limitation applies only where fair and reasonable and lawful in the circumstances. Liability arising under mandatory privacy or biometric laws is limited only to the extent permitted by those laws.
Contractual notices must be sent by email to the contact addresses in the Order, and to NoahFace at accounts@noahface.com, and are deemed received on the next business day after transmission unless the sender receives a delivery failure notification. This notice clause does not replace any mandatory statutory notice requirement.
