Terms of Use and Licence Agreement

1 Introduction

(a) Australian Payments Plus Limited (ABN 19 649 744 203 of Level 1, 255 George Street, Sydney NSW 2000 (AP+, we, us or our) offers the AP+ Developer Experience (AP+ Developers) and AP+ APIs as developer tools to facilitate the development of applications that could interact with AP+ products and/or services.

(b) This document sets out the terms and conditions applicable to your use of the AP+ Developer Experience, an environment established by AP+ to enable third parties to innovate, develop and test applications that could use and/or interact with AP+ products and/or services. These terms also describe the basis on which we will make the AP+ APIs available to you.

(c) This document is a legally binding contract between you, the individual end user, together with any company that employs you or that you represent (collectively “You” or “Your”), and AP+. By completing the registration of an account (of which AP+ must first approve ) or otherwise indicating your agreement in writing or accessing or using any of the AP+ Developer Experience, the Sandbox or AP+ APIs, You acknowledge that you are bound by these terms.

(d) Further requirements applicable to a particular API may be set out in the Documentation for that API, which you must comply with.

(e) Capitalised terms are defined in clause 16.

2 API Approval and API Certification

2.1 Test Version of AP+ APIs

(a) You may apply to use the Test Versions of AP+ APIs in the Sandbox by completing our online registration process, as directed by us and amended from time to time.

(b) We will notify you in writing if you receive approval. Our approval may specify the AP+ APIs that you are permitted to use in the Sandbox, and the purpose for which you are permitted to do so.

2.2 Production Approval

(a) You may apply to use the Production Version of an AP+ API by completing the API Registration process, and providing us with any other information that we reasonably request in connection with your application.

(b) We will notify you in writing if you receive API Approval. Our approval may specify the APIs that you are permitted to use, and the purpose for which you are permitted to do so.

2.3 Certification

Where we require you to obtain API Certification in order to use the Production Version of an AP+ API:

(a) you must obtain, and maintain at all times, the relevant API Certification in order to do so;

(b) an API Certifier will test your compliance with our certification requirements for the AP+ API. The API Certifier may prioritise the certification of new users over the recertification of existing users whose right to provide the relevant AP+ API has been suspended or cancelled;

(c) if the API Certifier determines that you have successfully met our certification requirements for the API, we will notify you accordingly and you will have achieved API Certification for the relevant AP+ API;

(d) we may, from time to time, require you to reapply for API Certification for an AP+ API or demonstrate to us that you continue to meet our certification requirements for the relevant AP+ API;

(e) we may vary, suspend or cancel any API Certification in accordance with clause 17; and

(f) you acknowledge that certification is a process that is designed to assess your suitability to use the AP+ APIs, however API Certification does not necessarily test all aspects of compliance with our requirements and does not waive or vary any of your obligations under these terms.

3 Licence

(a) If you have achieved and maintain API Registration for the Test Version of an AP+ API, we grant you a non-transferable, non-sublicensable and non-exclusive licence to use, and permit your Authorised Users to use:

(i) the Test Version of the AP+ API;
(ii) any Output from the Test Version of the AP+ API; and
(iii) any Documentation for that AP+ API,

in accordance with these terms solely for the Approved Purpose or where there is no Approved Purpose then for the Default Purpose.

(b) If you have obtained and maintain API Approval and (where applicable) API Certification for the Production Version of a AP+ API, we grant you a non-transferable, non-sublicensable and non-exclusive licence to use, and permit your Authorised Users to use:

(i) the Production Version of the Licensed API;
(ii) any Output from the Production Version of the Licensed API; and
(iii) any Documentation for that Licensed API,

in accordance with these terms solely for the Approved Purpose. The rights granted under paragraph (ii) include the right for you to permit third parties to use that Output, but only to the extent contemplated by the Approved Purpose.

4 Restrictions

4.1 General

(a) You must only use the AP+ APIs as described in the Documentation, and you must not:

(i) use any AP+ APIs other than the AP+ APIs licenced to you pursuant to Clause 4;

(ii) use Our IPR in any manner that is not expressly permitted under these terms;

(iii) use the AP+ APIs in any manner that adversely impacts:

‎(A) the stability or integrity of our systems;

(B) the ability of others to use the AP+ APIs; or

(iv) remove, alter or obscure any identification, copyright, trademark or other proprietary notices, labels or Marks (if any) on or in the Documentation;

(v) use Our IPR for any purpose that is unlawful or that would give rise to any civil or criminal liability for yourself, us, or any third party;

(vi) send or store infringing or unlawful material using the AP+ APIs;

(vii) attempt to gain unauthorised access to, or disrupt the integrity or performance of, the AP+ APIs or any data processed using the AP+ APIs;

(viii) propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data;

(ix) use Our IPR, or permit them to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without our prior written consent;

(x) use Our IPR for high risk activities where the use or failure of Our IPR could lead to death, personal injury or environment damage;

(xi) attempt to separately re-create our data through your use of the AP+ APIs; or

(xii) use Our IPR as part of, or to create, a product competitive with the products offered by us.

(b) Your use of the AP+ APIs and the licence granted under these terms is subject to any limits on the number, frequency and/or method of API Requests in a given period which we may set from time to time to ensure proper operation of our systems and services.

4.2 Test Versions

(a) Unless otherwise agreed by us in writing, you must not use the Test Version of an AP+ API for production purposes, or the Production Version of a AP+ API for development or test purposes.

(b) You acknowledge that any Test Version of a AP+ API:

(i) may not include all of the features and functionality of the Production Version;

(ii) is not necessarily at the level of performance of the Production Version; and

(iii) if provided prior to the availability of the Production Version, may be substantially modified or withdrawn prior to the first release of the Production Version.

5 No Support

(a) AP+ makes no guarantee with respect to the availability or uptime of the AP+ APIs or AP+ Sandbox or the AP+ Developer Experience more generally. AP+ has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any AP+ APIs or Documentation. If AP+ chooses, in its sole discretion, to provide any such support, then these terms will govern such support. AP+ reserves the right to limit, modify, or terminate any capabilities or AP+ APIs offered at any time.

6 Your obligations

6.1 Obligations relating to your use of the AP+ APIs

You must, when using the AP+ APIs:

(a) maintain properly configured hardware, software and telecommunications equipment or devices which are necessary to use Our IPR;

(b) implement appropriate security systems and protocols to prevent unauthorised access or use of Our IPR; and

(i) obtain all necessary permissions and consents for us to use and disclose Your Data as contemplated by these terms; and

(ii) ensure Your Data, and our use and disclosure of Your Data in accordance with these terms, does not infringe any rights (including intellectual property rights) of any third party.

6.2 Obligations relating to your use of Credentials

(a) You must:

(i) keep your Credentials secure and confidential; and

(ii) where your Credentials are allocated on an individual basis, not allow them to be used other than by the person to whom they are allocated.

(b) You are responsible for all activities that take place on or through the AP+ APIs using your Credentials.

6.3 Obligations relating to your Authorised Users

You must ensure that your Authorised Users comply with all applicable provisions in these terms. You will be liable for the acts and omissions of your Authorised Users in connection with these terms as fully as if they were your acts or omissions.

6.4 Monitoring

We may monitor your use of the AP+ APIs to ensure quality, improve the AP+ APIs and verify your compliance with these terms. You must not interfere with such monitoring, and without limiting our other rights and remedies we may use technical measures to overcome any such interference.

7 Your Data

You grant us a licence to use Your Data:

(a) for the purposes of onboarding, including to assess and process your applications for API Registration, API Approval and/or API Certification;

(b) to provide you with the functions, capabilities and Output offered by the AP+ APIs;

(d) for our internal business purposes,

and we may also provide Your Data to our related companies, our contractors and third parties (including your financial institution to validate your status and Your Data) for:

(e) these purposes; and

(f) other purposes in an aggregated and de-identified form such that no details regarding you or any individual can reasonably be derived from the information.

8 Output

(a) Some Output is generated using Your Data. You are responsible for the accuracy of Your Data.

(b) You acknowledge that once the Output has been delivered to you, we will not be able to re-deliver that Output or provide a copy of that Output to you. Accordingly, we recommend that you separately save and retain copies of any such Output that you require for record keeping or other purposes.

9 Warranties and liability

(a) The AP+ Developer Experience, including the AP+ APIs and AP+ Sandbox, is provided “AS IS", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall AP+ be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the AP+ Developer Experience.

(b) You are solely responsible for:

(i) determining how you will use any Output; and

(ii) developing and managing your systems and Products (including providing end-user customer support and warranties in respect of your Products) and for modifying your systems and Products if we make any changes to these terms or the AP+ APIs.

10 Intellectual property rights

10.1 Our IPR

(a) The AP+ APIs, Documentation, Output and all associated intellectual property rights (Our IPR) are and will at all times remain the sole and exclusive property of us or our licensors.

(b) All intellectual property rights and other proprietary rights in or related to Your Data or your Products are and remain your exclusive property.

10.2 Use of our Marks

(a) When you use Our IPR, you must attribute us as the source of those materials in accordance with the Documentation, including where required by using our Marks. We grant you a non-transferable, non-sublicensable and non-exclusive licence to use the Marks in accordance with these terms for such purpose.

(b) You acknowledge that we own or licence the Marks, and you acquire no right, title or interest in the Marks.

(i) use the Marks in accordance with the Documentation and any guidelines or directions which we may provide to you from time to time; and

(ii) not contest or in any way impair any of our rights to the Marks.

(d) If we suspend or cancel your right to use the AP+ APIs and/or the Documentation under these terms:

(i) you will lose all rights conferred by these terms with respect to the use of the Marks; and

(ii) you must immediately cease using the Marks or any marks identical to or deceptively similar to the Marks and destroy all materials bearing the Marks.

11 Confidentiality

(a) Each party may only use the Confidential Information of the other party for the purposes of performing their obligations, and exercising their rights, under these terms, and subject to the following must keep such Confidential Information confidential.

(b) Each party may disclose the Confidential Information of the other party:

(i) to the extent required by law;

(ii) in accordance with any licence rights granted under these terms, in which case the disclosing party must ensure that any such recipient keeps such information confidential on the same basis as required by this clause 15; or

(iii) with the prior written consent of the other party.

(c) Upon termination or expiration of these terms, each party must use commercially reasonable efforts to return to the other party or destroy all Confidential Information of the other party in its possession or control.

(d) Nothing in paragraph (c) requires a party to return or destroy any Confidential Information of the other party to the extent that such Confidential Information:

(i) needs to be retained for the purpose of actual or potential litigation or other record-keeping purposes; or

(ii) is on back-up, archival storage tapes or the like and it is not practical to do so.

12 Privacy

(a) In connection with the AP+ APIs, you may give us personal information or you may grant us authorisation to access personal information through third parties. We understand that your personal information is important, and we take your privacy very seriously. Our privacy policy contains further details about our privacy handling practices. For clarity, our provision of the AP+ APIs in accordance with these terms constitutes a “Related Service” for the purposes of our Privacy Policy.

(b) You must only disclose to us personal information where you are permitted to do so by law.

13 Suspension and termination

(a) You may cease using the AP+ APIs at any time.

(b) We may by notice in writing:

(i) remove Your Data from our systems and those of any third party helping us; and/or

(ii) vary, suspend or cancel your API Registration, API Approval and/or API Certification,

either temporarily or permanently, if:

(iii) we form the reasonable view that you no longer meet the applicable requirements of API Registration, API Approval and/or API Certification (including as they may be modified under clause 18);

(iv) you breach any of these terms and:

(A) such breach is not capable of remedy or is not remedied within 7 days after we notify you of that breach; or

‎ (B) such breach is causing us to breach an obligation owed by us to a third party.

(v) you have not accessed or used the AP+ APIs over the last 12 months.

(c) If we suspend or cancel your API Registration, API Approval, API Certification or right to use the AP+APIs, you must immediately cease using Our IPR and, in the case of cancellation, these terms will be terminated, including the licence granted to you in clause 4.

(d) Termination does not affect any accrued rights of either party.

14 Variations

(a) We may from time to time:

(i) amend these terms, the Documentation or any other requirements relating to the AP+ APIs, and amend our requirements for API Registration, API Approval and/or API Certification; or

(ii) modify, suspend or discontinue, temporarily or permanently, any AP+ APIs, including to modify the manner of use of the AP+ APIs.

(b) We will provide you with:

(i) 90 days written notice of any suspension or discontinuance of any AP+ APIs under paragraph (a)(ii); and

(ii) 30 days written notice of any of the other actions under paragraph (a), if we determine in our reasonable discretion that any such action will negatively impact you.

(c) Your continued use of the APIs following any amendment or modification referred to in paragraph (a) will constitute your acceptance of the amendment or modification.

15 General

(a) If there is any inconsistency between:

(i) the relevant scheme rules documents for BPAY, eftpos, NPPA and/or ConnectID;

(ii) these terms; and

(iii) any other documents incorporated into them by reference,

priority will be given in the order set out above (with an item higher in the list having priority over a lower item).

(b) If any part of these terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

(c) You agree to provide us with feedback relating to the APIs upon request. We may freely use any such feedback (including suggestions or ideas), including in future modifications of the APIs and to develop and market new products and services.

(d) Neither party will be liable for any failure or delay in performing any of its obligations under these terms if such delay is caused by circumstances beyond that party’s reasonable control.

(e) These terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts that exercise jurisdiction in New South Wales, Australia.

(f) These terms constitute the entire agreement between us and you in relation to your use of the AP+ APIs and supersede all other communications or displays whether electronic, oral, or written, between us and you in relation to such Use.

(g) Your use of the AP+ APIs is conducted electronically and you agree that we may communicate with you electronically for all aspects of such use, including when sending you written notices. We may send any written notice given under these terms to the primary contact email address you have registered with us, or if you have notified us of any changes to your primary contact email address, to that changed address.

(h) The provisions of these terms which by their nature survive termination or expiry of these terms will survive termination or expiry of these terms.

(i) No waiver, delay or failure by a party to take any action will constitute or be construed as a waiver of that or any other term, condition, option, privilege or right.

(j) The word “including” when used in these terms is not a term of limitation.

(k) A reference to these terms includes any schedules and documents incorporated by reference.

16 Dictionary

AP+ APIs means any application program interface that we have developed and provide to enable third party systems to interoperate with elements of our system and/or to access a range of products and services that we offer, whether or not it is a AP+ API licensed to you. Without limitation, an AP+ API refers to any API developed for any of the AP+ Group Companies.

AP+ Group Companies means:

(a) Australian Payments Plus Limited;

(b) BPAY Group Holding Pty Ltd; BPAY Group Pty Ltd; BPAY Pty Ltd;

(d) Digital Wallet Pty Ltd;

(e) eftpos Payments Australia Limited; and

(f) NPP Australia Limited.

API Approval means approval given by us under clause 3.1 for you to use the Production Version of an API, and includes any Approved Purpose.

API Certification or API Certified means any certification required or that you have achieved (as applicable) for the Production Version of an API.

API Certifier means any person (whether us, or a third party) that we appoint to test your compliance with the applicable API Certification requirements for the Production Version of an API.

API Registration means any application and/or approval process required by us from time to time to use the Test Version of an API.

API Request means any communication (whether successful or unsuccessful) from your systems or your Products to the Licensed APIs.

Approved Purpose means any purpose which we have approved in writing.

Authorised User means those of your officers, employees and contractors that use the AP+ APIs on your behalf or using any Credentials issued at your request to them.

Confidential Information means any information of whatever kind which a party discloses or reveals to the other party under or in relation to these terms that:

a. is by its nature confidential;

b. is designate by the disclosing party as confidential; or

c. the recipient knows or reasonably ought to know is confidential,

including (where we are the disclosing party) Our IPR and (where you are the disclosing party) Your Data, but does not include information that:

d. is published or has otherwise entered the public domain without a breach of these terms; or

e. is independently developed or obtained without a breach of these terms.

Credentials means a username, password, API key or other credential required to access an API.

Default Purpose in respect of the Test Version, for your own internal business and individual testing and evaluation purposes, including for the internal testing of other Products that you develop.

Documentation means any user guides, specifications, policies, guidelines and other documentation provided to you in connection with the APIs.

Marks means the trade and service marks owned by AP+ Group Companies and licensed by us from time to time and identified in the Documentation as being licensed for your use.

Our IPR has the meaning given in clause 14.1(a) of these terms.

Output means any output that you generate using the AP+ APIs such as lookup and validation results, files, documentation and reports.

Production Version means the version of an AP+ API that is provided for the actual operation of the AP+ API for its intended use.

Products means applications, websites, products and services which you develop and offer to others.

Sandbox means the sandbox test and development environment and associated Documentation used for the sole purpose of testing the AP+ APIs.

Test Version means any non-Production Version of an AP+ API we provide, including any demonstration, sandbox, certification, development, testing or similar version.

Your Data means any data that you provide to us, including that you provide during the API Registration, API Approval and API Certification processes, and that you input via the AP+ APIs.