These Terms of Service (Terms) are between BASIQ PTY LTD (ABN 95 616 592 011) (referred to as Basiq) and [insert name of Customer and (ABN)] agreeing to these Terms (referred to as you or your), collectively referred to as the Parties and each a Party. These Terms govern your access to and use of the Basiq data aggregation platform (Platform), Basiq SDK, libraries, APIs or other tools and any related services made available to you (collectively referred to as Services). The Services are accessible via web interfaces and are subject to the Basiq SDK licence as set out in Schedule 1 of these Terms (SDK Licence).

1. ACCEPTANCE

1.1 These Terms form a binding legal agreement between the Parties. By using the Services, you agree to comply with and be legally bound by these Terms. Please read these Terms carefully. If you have any questions, you should contact Basiq using the contact details at the end of these Terms.

1.2 You acknowledge and agree to these Terms by: (i) selecting ‘I Agree’; (ii) accessing or using the Services; or (iii) making any payment for the Services. If you do not agree to these Terms, you should cease accessing or using the Services immediately. If you are agreeing to these Terms on behalf of an entity, including but not limited to a company or other organisation, you represent and warrant that you have the power and authority to: enter into these Terms; bind such entity; and act on behalf of any Users.

1.3 You may use the Platform on behalf of third parties or in order to provide services to third parties. If you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept these Terms that apply to you.

1.4 Basiq reserves the right to make changes to these Terms at any time. Any changes to the Terms will be effective upon the posting of the modified Terms on the Website. Basiq will give you at least 7 days’ notice prior to the change. It is your obligation to ensure that you have read, understood and agreed to the most recent Terms available via the Website. If you do not agree to these changes, you may terminate these Terms and you must cease to access and use the Services.

1.5 Your use of the Services may be subject to additional terms as set out in the Schedule or otherwise notified to you by Basiq from time to time. The Services may also use Third Party Products including but not limited to third party infrastructure as a service providers. Where Third Party Product terms apply, Basiq will use reasonable endeavours to notify you via the Services. If you do not agree to any additional terms or Third Party product terms, you may terminate these Terms and you must cease accessing or using the Services.

1.6 Using the Services may be prohibited or restricted in certain countries. If you use the Services outside of Australia, you are responsible for complying with the laws and regulations of the country from which you access or use the Services.

2. PLATFORM AND SERVICES

2.1 Subject to payment of the applicable fees and charges, Basiq grants to the you a non-exclusive, non-transferable, non-sublicensable and revocable, licence to access and use the Platform in the Territory in accordance with the intended purpose of the Platform (Platform Licence).

2.2 You agree that:

Basiq owns or otherwise holds the applicable licence to all intellectual property rights in the Platform. You will notify Basiq if you become aware of any infringement of Basiq’s rights. Nothing in these Terms give you or any User any rights in, or to view, the Platform Code;
your and each User’s access and/or use of the Services is subject to the SDK Licence;
the Platform Licence commences from the Commencement Date or the day the you are granted access to the Platform by Basiq, whichever occurs first;
you must ensure each User is presented with and accepts the Minimum User Terms prior to, and as a precondition to, your provision of the relevant Developer Product to the User;
you will not make any representations or warranties regarding Basiq or the Services as supplied by Basiq without Basiq’s prior written consent; and
Basiq is not required to provide any acceptance testing with respect to any Developer Products.

3. DATA

3.1 You represent and warrant that any and all User Data submitted, used, processed or otherwise transferred via the Services: (a) are your sole and exclusive property; or (b) you have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.

3.2 You grant Basiq the right to use, copy, transmit, reference, disclose or back-up any: User Data; or content otherwise transmitted by you or a User via the Services, in accordance with these Terms or as otherwise required for Basiq to provide the Services for purposes including but not limited to: a) enable you and each User to access and use the Services; and b) to perform fraud screening, verify identities or information contained in a data source associated with you or a User.

3.3 You agree that Basiq may use Aggregated Data to provide customer support and to improve and develop services and products. Basiq will not sell or license Aggregated Data.

3.4 Title to and all rights (including but not limited to Intellectual Property rights) in any User Data you input into the Services remains your or the applicable User's property. However, your access to the User Data and/or Aggregated Data and your continued use of the Services is contingent on payment of the applicable Fees for the Services.

3.5 You acknowledge and agree that:

Basiq is not responsible for any corruption or loss of any User Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s), agent(s), any User or other third party permitted by you to access or use the Services;
you are solely responsible for complying with all laws and regulations regarding the use and disclosure of User Data including but not limited to the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other requirements under law with regards to User Data; and
where your privacy policy governs how you use, disclose or otherwise handles User Data that is also Personal Information, you will not cause your Privacy Policy to restrict Basiq’s right to use the User Data in accordance with these Terms unless such restriction is required by the applicable legislative or regulatory body. Where such restriction applies, you must promptly notify Basiq in writing.

3.6 Basiq will store User Data in Australia. Basiq will take reasonable steps and use industry standard procedures to ensure that User Data stored by Basiq is kept secure and confidential. Basiq does not guarantee the security of any User Data you store on your servers, or the servers of your contractors, your service providers or any User.

3.7 If you use, integrate or otherwise enable Third Party Product for use in conjunction with the Services, you acknowledge that Basiq may allow the Third Party Providers to access any Aggregated Data as required for the interoperation of such Third Party Products with the Services. Basiq is not responsible for any disclosure, modification or deletion of User Data resulting from any such access by Third Party Providers.

3.8 If a User contacts Basiq to request that any information that Basiq holds about that User be amended or deleted, Basiq may request information from you in relation to the relevant User as is reasonably necessary in order for Basiq to comply with the User’s request.

3.9 You agree to provide Basiq with the information requested under clause 3.8 as soon as reasonably practicable after Basiq’s request, except to the extent that doing so would put you in breach of any applicable laws (including privacy laws). If you consider that complying with such a request from Basiq would put you in breach of an applicable law, you agree to immediately notify Basiq accordingly, and to provide Basiq with all other reasonable assistance in relation to the User’s request, to the maximum extent you are permitted to do so by law.

4. PAYMENT

4.1 You agree to pay the Fee required to enable you to access and use the Services. Basiq will provide a tax invoice (Invoice) setting out the Fees due and payable.

4.2 You will be required to make payment by the method agreed between the Parties when you request for access and use of the Services.

4.3 You acknowledge and agree that:

to maintain your access to the Services, you must make payment to Basiq using the method and in accordance with the payment terms set out in the Invoice; and
if Basiq does not receive payment, Basiq will attempt to contact you via email as soon as it or its payment service provider becomes aware of the payment failure. Until payment is confirmed, your access to the Services may be suspended and you and the Users may not be able to access or use the functionality supplied by the Services contained in your Developer Product.

4.4 If you make a payment by way of credit card, you warrant that the information you provide to Basiq is true and complete, that you are authorised to use the credit card to make payment and that your payment will be honoured by your card issuer.

4.5 Payment to Basiq must be made by the due date indicated on each Invoice issued by Basiq. If Basiq is not made within 14 days of the date of the Invoice, Basiq may at its discretion suspend or terminate your access to the Services without notice to you, in which case you will not be able to access or use the Services User Data or Aggregated Data and Basiq is not responsible for any interruption this may cause to your Users’ access to or use of the Developer Product.

4.6 All amounts are stated in Australian dollars and unless otherwise stated, all amounts are exclusive of GST.

5. TERMINATION

5.1 To terminate your access and use of the Services, please contact Basiq using the details at the bottom of these Terms.

5.2 Upon Basiq’s receipt of notice for termination, your access to and use of the Services will be terminated at the end of the billing cycle.

5.3 It is your responsibility to retrieve your data or replace the functionality supplied by the Services on your Developer Product prior to termination.

5.4 Basiq may terminate these Terms immediately, in its sole discretion, if:

you breach any provision of these Terms and such breach is not capable of remedy;
you breach any provision of these Terms and you do not remedy the breach within a reasonable period after receiving notice of the breach if the breach is capable of being remedied;
Basiq reasonably suspects that you are attempting to decipher, decompile or reverse engineer the Platform;
Basiq considers that a request for Services is inappropriate, improper or unlawful;
you fail to provide Basiq with clear or timely instructions to enable Basiq to provide you with the Services;
Basiq considers that the working relationship between the Parties has broken down including a loss of confidence and trust; there is an Insolvency Event; or
for any other reason outside Basiq’s control which has the effect of compromising Basiq’s ability to provide you with the required Services within a required timeframe.

5.5 On termination of this Agreement, Basiq may retain your information (including copies) as required by law or regulatory requirements. Your agreement to these Terms constitutes your authority for Basiq to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.

6. YOUR OBLIGATIONS

6.1 You warrant that all information provided by you to Basiq is true, accurate and complete.

6.2 You acknowledge and agree that:

you use and permit each User to use the Services at your own risk;
the Services will only be used for your or the User’s own lawful business purposes in accordance with these Terms; any and all usernames and/or passwords required to access the Services are kept secure and confidential;
if there is any breach of security, you will immediately notify Basiq of such activity;
it is your responsibility to determine that the Services meet your and each User’s needs and are suitable for the purposes for which the Services are used;
you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Services to be provided, at your cost, and for providing Basiq with the necessary consents, licences and permissions;
the reliability and availability of the Services is dependent upon factors including but not limited to: the Developer Product; your, or a User’s, operating system; internet connection; and the availability of Third Party Products, and you should consider the potential for disruption or other difficulties that may affect the Developer Product or your use of the Services generally; and
each User is authorised to use the Services and to access any Data, supply Personal Information or other information they input or transmit via the Platform or provide to Basiq as required for the Services.

6.3 Other than as set out under these Terms, Basiq is not responsible to any person or entity other than you and nothing in these Terms confer, or purport to confer, a benefit on any other person or entity. You agree:

if you use the Services on behalf of or for the benefit of any third party, including Users: (i) you are responsible for ensuring that you have the right to do so; (ii) Basiq does not warrant the fitness for purpose or suitability of the Platform, the interoperability of the Services with the Developer Product or any third party’s purposes and third parties may not rely on Basiq for any purpose;
to act as limited agent for Basiq solely for the purpose of procuring from the User acceptance of the Minimum User Terms or acceptance to terms that are substantially the same as the Minimum User Terms;
to ensure any terms entered into between you and each User for the Developer Product which uses, incorporates or otherwise interoperates with the Services do not in any way diminish, reduce or eliminate any of Basiq’s rights under these Terms;
you are responsible for: (i) obtaining the authorisation to access and use User Data in the matter required for Basiq to supply the Services and comply with these Terms including but not limited to obtaining authorisation as an agent of the User; and (ii) authorising any person to whom you give access to User Data, and you agree that Basiq has no obligation to provide any person or entity with access to such User Data without authorisation from you or the applicable User and may refer any requests for access to the User Data to you to address; and
you will indemnify Basiq against any and all claims, expenses, liabilities or losses arising out of or in connection with Basiq’s refusal to provide any persons with access to your User Data in accordance with these Terms and Basiq making User Data available to any person with authorisation from you.

6.4 You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to User Data complies with laws which are applicable to you or the user, including but not limited to any laws requiring you to retain records of User Data.

6.5 You must have your own safeguards and backup processes in place to recover from any failures or loss of User Data which might occur whilst using the Services and protect the confidentiality of your User Data with suitable management procedures, as you may see fit.

7. PROHIBITED USE

7.1 You acknowledge and agree that you will not and you must ensure each User does not:

use the Services in any manner that is illegal or violates any applicable law or regulation;
attempt to circumvent or disable the Platform or any technology features or measures in the Platform by any means or in any manner;
attempt to modify, copy, adapt or reproduce any part of the Services except as necessary to use it for normal operation;
attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the Platform Code for the Platform;
distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the Services to any third party (except as expressly permitted under these Terms);
remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Platform or used in connection with the Services;
use the Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets and patents;
take any action that interferes in any manner with Basiq’s rights with respect to the Services;
attempt to undermine the security or integrity of the Platform or where any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;
use, or misuse the Services in any way which may impair the functionality of the Services or other systems used to deliver the Software or impair the ability of any other user to use the Services;
attempt to gain unauthorised access to any materials, other than those to which you have been given express permission to access, or to the computer system on which the Platform is executed or Services provided; and
transmit, input into or otherwise use with the Services any files that may damage any other person's device or software, content that may be offensive or material or User Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).

7.2 You acknowledge that Basiq may terminate these Terms forthwith if you breach any provision under this clause.

8. INTELLECTUAL PROPERTY

8.1 Title to and ownership of Intellectual Property rights:

in and to any content displayed throughout the Services, or accessed through the Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. These Terms give you no rights to such content; and
in the Services and any documentation relating to the Services remain the property of Basiq and its successors and permitted assigns. Your right to use such Intellectual Property is subject to these Terms and the SDK Licence.

8.2 Subject to these Terms, you grant Basiq a non-exclusive, worldwide, royalty-free, irrevocable license to use, copy, transmit, store, and back-up any Intellectual Property which subsists in any materials you provide in connection with your use of the Services, or otherwise made available by you to Basiq via the Services, for the purposes of enabling you to: access and use the Platform and for any other purpose related to provision of Services to you; and the performance of Basiq’s obligations under these Terms.

9. UPDATES, SUPPORT AND AVAILABILITY OF SERVICES

9.1 Basiq may issue progressive updates, changes, amendments or modifications to the Services (Updates) from time to time for the duration of these Terms.

9.2 You acknowledge that Basiq has no obligation to provide you with any support for Updates to the Services. Basiq may, from time to time, issue updates to the Services, automatically connect to Basiq or third-party servers via API(s) to check for available Updates to the Services, and automatically update the Services. You consent to such automatic updating, and agree that these Terms will apply to all such updates.

9.3 Whilst Basiq intends that access to the Services should be available on a full-time basis, it is possible that the Website is unavailable due to maintenance or other development activity.

9.4 Basiq can provide support to you from time to time. If you require technical support, please contact Basiq using the contact details at the end of these Terms.

9.5 Basiq will use reasonable endeavours to provide notice to you of any maintenance or development activity in advance via email or other electronic communications.

10. FEEDBACK AND DISPUTE RESOLUTION

10.1 Your feedback is important to Basiq. Basiq seeks to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please use the contact details at the end of these Terms.

10.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith to seek to resolve the dispute.

10.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

11. LIMITATION OF LIABILITY AND DISCLAIMERS

11.1 Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), or similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by Basiq to you which cannot be excluded, restricted or modified (Statutory Rights). If applicable, these Terms must be read subject to such legislation and nothing in these Terms remove the applicable Statutory Rights.

11.2 You agree that Basiq’s liability for Services provided to consumers is governed solely by the ACL to the extent applicable and these Terms. To the extent Statutory Rights apply and notwithstanding any provision of these Terms, Basiq limits its liability pursuant to such provisions: for any goods to the replacement, repair or refund of the cost of goods; or for services, to the re-supply or the payment of the cost of having the services supplied again.

11.3 To the fullest extent permitted by applicable law, the Services and all material or work are provided to you without warranties of any kind, either express or implied, and Basiq disclaim all warranties, express or implied, including, without limitation: any implied warranties of merchantability; fitness for a particular purpose; that the Services will not infringe third party intellectual property rights; the Services will be delivered without interruption; or that the Services will be free of viruses, bugs or other harmful components or defects or that such defects will be corrected from the Services.

11.4 You acknowledge that whilst Basiq will take reasonable steps to ensure that the Services will be fit for the advertised purpose, Basiq gives no guarantee that:

the Services will meet your requirements as the functionality of the Platform is dependent upon configuration with the Developer Product, User’s systems and availability of Third Party Products;
the Services will work in each of your desired use case scenarios; or
the Services can be executed on every operating system, as it is impossible to test each variant.

11.5 The Services use third party hosting services which are provided without any sort of warranties, and Basiq cannot ensure that these third-party hosting services are provided free of defect or without interruption.

11.6 Basiq does not warrant that use of the Services will be uninterrupted or error free. The operation of the Services is dependent on public telephone services, computer networks and the internet, which can be unpredictable and may from time to time interfere with the use of the Services. The Services provided are also highly dependent on the availability of Third Party Products. Basiq accepts no responsibility for any such interference or prevention of your or a User’s access or use of the Services. Basiq does not represent or warrant that access to and use of the Services, any User Data or Aggregated Data will be available without interruption. If at any time a Third Party Providers ceases to make their Third Party Product(s) available to Basiq, you acknowledge and agree Basiq may cease to provide via the Platform the Services or any content relying on such Third Party Product.

11.7 Although Basiq will use reasonable endeavours to prevent loss of any User Data and Aggregated Data, as the Platform relies on Third Party Providers, Basiq does not make any guarantees that there will be no loss of User Data or Aggregated Data.

11.8 You acknowledge and agree that while the information and materials provided on or via the Services or otherwise provided to you by Basiq is provided in good faith on an “as is” basis. Basiq and its directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency or completeness of the information in such materials or information generally contained or produced via the Services. You are solely responsible for (and where applicable you must ensure each User understands they are responsible for) determining the suitability of any Services and you rely on and information provided to you through the Services at your own risk.

11.9 Basiq makes no representations regarding, and accepts no responsibility for, the suitability, accuracy or legality of any Aggregated Data, forms or results produced by the Services. Further, Basiq assumes no obligation to notify you of any changes in the suitability, accuracy or legality of the Aggregated Data, forms or results produced by the Services including but not limited to the accuracy of financial projections and modelling.

11.10 All risk arising out of the use or performance of the Services remains with you. You understand and agree that the use of the Services, material or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. Basiq is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third-party software or operating system.

11.11 In no event will Basiq or its licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of these Terms or the interruption to, use of or inability to use the Services, even if Basiq has been advised of the possibility of such damages.

11.12 You acknowledge that Basiq may pursue any available equitable or other remedy against you as a result of your failure to ensure that you comply with all of these Terms.

11.13 Basiq or its licensors’ liability for breach of any of its obligations under these Terms for the Services, or breach of any warranty implied by law, will be limited to the total Fees paid to access and use the Services. Basiq’s total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms for the Services. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law.

12. INDEMNITY

12.1 You will be liable for and agree to indemnify, defend and hold Basiq harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

any User Data or information submitted by you or your User that is not accurate, not up to date, not complete, misleading or a misrepresentation;
any breach of these Terms by you;
any misuse of the Services, from or by you, your employees, contractors or agents or a User;
any breach of law, regulation or licence by you or a User; and
any claim brought by a third party including any User against a Party arising out of your use of the Services.

12.2 You agree to co-operate with Basiq (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given to Basiq.

12.3 The obligations under this clause will survive termination of these Terms.

13. NOTICE

13.1 Any notice required or permitted to be given to you under these Terms will be addressed to you at the email address provided by you when you sign-up to the Services.

13.2 Any notice required or permitted to be given to Basiq under these Terms must be addressed to Basiq using the contact details at the end of these Terms.

14. RELATIONSHIP OF PARTIES

14.1 Subject to clause 6.3, a Party is not authorised to bind the other Party in any way without the prior written consent of the other Party.

14.2 The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.

15. RIGHTS OF THIRD PARTIES

15.1 Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.

16. ASSIGNMENT

16.1 These Terms are personal to you. You must not assign or deal with the whole or any part of your rights and/or obligations under these Terms without Basiq’s prior written consent.

16.2 Any purported dealing in breach of this clause is of no effect.

17. WAIVER OR VARIATION OF RIGHTS

17.1 Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.

17.2 A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

18. POWERS, RIGHTS AND REMEDIES

18.1 Except as expressly stated to the contrary in these Terms, the powers, rights and/or remedies of a Party under these Terms are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in these Terms merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to these Terms or any other person.

19. FORCE MAJEURE

19.1 If performance of these Terms or any obligation under these Terms is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (Force Majeure), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lockouts and work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents or affiliates.

20. CONSENTS AND APPROVALS

20.1 Where these Terms provide that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

21. FURTHER ASSURANCE

21.1 Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to these Terms.

22. ENFORCEABILITY

22.1 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question will not be affected.

23. ENTIRE AGREEMENT AND UNDERSTANDING

23.1 The date of these Terms is the date that these Terms are accepted by you.

23.2 In respect of the subject matter of these Terms:

these Terms contain the entire understanding between the Parties; and
all previous oral and written communications, representations, warranties or commitments are superseded by these Terms and do not affect the interpretation or meaning of these Terms.

24. GOVERNING LAW AND JURISDICTION

24.1 These Terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.

25. DEFINITIONS

Aggregated Data means User Data and usage information that has been stripped of all personally identifiable information;
API means an application programming interface;
Basiq SDK means software development kit provided by Basiq to you for the purposes of accessing and using the Services and includes all software, APIs, information, data, files, documentation and other related materials;
Commencement Date means the date you accept these Terms;
Developer Product means the application, content or other product you develop using the Basiq SDK to make tools, applications or any other content;
Fees means the fees payable by you to Basiq for access and use of the Services as set out in Schedule 2, or if no fees are specified, as set out on the Website as amended from time to time by Basiq;
Insolvency Event means the occurrence of any of the following events in which a Party:

is unable to pay its debts as they fall due;
makes or commences negotiations with a view to making a general rescheduling of its indebtedness, a general assignment, scheme or arrangement or composition with its creditors;
takes any corporate action or any steps are taken or legal proceedings are started for: (i) its winding-up, dissolution, liquidation or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other Party (which approval will not be unreasonably withheld); (ii) the appointment of a controller, receiver, administrator, office manager or trustee; or
seeks protection or is granted protection from its creditors, under any applicable legislation;

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, confidential information, know-how, business names, company names or internet domain names;
Minimum User Terms means an agreement governing the relationship between you and the User for the Developer Product;
Personal Information means personal information as defined under the Privacy Act 1988 (Cth);
Platform Code means any object code and/or source code that are components of the Platform or otherwise provided to you by Basiq as part of the Services;
Third Party Product means products, applications, websites, content or services supplied by a Third Party Provider;
Third Party Provider means a third party supplying goods or services to you or to Basiq;
User means any person you permit to access or use the Services;
User Data means data provided by the you, your Users and/or retrieved by Basiq from a third party data source as directed by the you; and
Website means http://basiq.io.

For any questions or notice, please contact Basiq at:

Basiq Pty Ltd ABN 95 616 592 011
Level 1, 5-7 Raglan Street, Manly NSW 2095, Australia
Phone: +61 (02) 8880 5185
Email: accounts(at)basiq.io

SCHEDULE 1 - SDK LICENCE

1. LICENCE

1.1 Subject to this SDK Licence, Basiq grants to you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), revocable licence (Licence) to use and access: the Basiq SDK to develop Developer Product and the libraries, APIs and other tools made available by Basiq to you to enable the use of the Services with your Developer Product.

1.2 Basiq grants the Licence to you on the condition that:

you will not use the Basiq SDK or your Developer Product to alter or interfere with the normal operation, behaviour or functionality of the Services including but not limited to: (i) interfere with any Third Party Application used in conjunction with your Developer Product; (ii) any end user’s settings; (iii) andany technology supplied by Basiq including but not limited to the Platform, the Basiq SDK and APIs;
you must not copy, modify, reproduce, disassemble, decompile, reverse engineer or otherwise derive the source code of the Basiq SDK or any part of the Basiq SDK or any other software provided to you by Basiq or, subject to these Terms, alter in any way the Basiq SDK without the prior written consent of Basiq;
you will be responsible for your use of the Basiq SDK and will ensure that during the term of this SDK Licence, the Basiq SDK and the Platform is protected from damage, misuse or unauthorised access or use by any other person; and
you must not use the Basiq SDK in any way which is in breach of any statute, regulation, law or legal right of any person.

1.3 The Basiq SDK is licensed to you and not transferred or assigned. Basiq’s ownership of, or any right, title or interest in, any intellectual property rights in the Basiq SDK will not be altered, transferred or assigned by virtue of this SDK Licence.

2. ACKNOWLEDGEMENTS

2.1 You acknowledge and agree that:

Basiq may pursue any available equitable or other remedy against you as a result of a breach by you of any provision of these Licence Terms; and
Basiq may monitor your use of the APIs to verify your compliance with this SDK Licence and for internal business purposes including improving the Services and you will not interfere with this monitoring.

3. PERMITTED ACCESS

3.1 You agree to access or attempt to access the SDK in the manner described on the Website or as notified to you by Basiq from time to time.

3.2 Where you have an assigned developer credentials, you must use such credential with the SDK where applicable and:

you will not misrepresent or mask either your identity or your credentials when using the Basiq SDK; and
you are solely responsible for: maintaining the confidentiality of any assigned credentials; and any Developer Product created or otherwise developed using your credentials.

3.3 In accordance with your access, Basiq may in its sole discretion, set limits on your use of the Basiq SDK and you agree you will not circumvent or attempt to circumvent such limitations documented with each Basiq SDK. If you would like to increase or decrease these limits to your access via the Basiq SDK, please contact Basiq using the details at the bottom of the Terms. You acknowledge and agree that any increase or decrease in limits will result in changes to Fees payable for the Services as notified by Basiq to you.

4. REDISTRIBUTION

4.1 Although Basiq retains any and all rights to the Basiq SDK, the libraries and APIs to the Services and any other tools made available by Basiq, all rights to your Developer Product (including your source code and object code) remains with you. Unless otherwise set out in these Licence Terms, you do not acquire ownership of any rights in Basiq’s SDK, APIs.

4.2 You may sublicense and redistribute the Basiq SDK as part of your Developer Product.

5. PROHIBITED USE

5.1 You acknowledge and agree that you will not:

reproduce or resell the Basiq SDK, except as expressly permitted under these Licence Terms;
sublicense an API for use by a third party;
create an API or Basiq SDK that functions substantially the same as any Basiq API or Basiq SDK (as applicable) and offer it for use by third parties;
create a Developer Product that substantially replicates the Services or any component therein including but not limited to the Platform;
attempt to circumvent or disable the Basiq SDK or any technology features or measures in the Basiq SDK the libraries, APIs and other tools made available to you by any means or in any manner;
modify, copy, adapt or reproduce the Basiq SDK, or attempt to do such acts, except as necessary to use it for its intended operation;
decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Basiq SDK;
distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the Basiq SDK or APIs to any third party (except as permitted under the Terms and these Licence Terms);
remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Basiq SDK or used in connection with the Basiq SDK or Platform;
use the APIs or Basiq SDK in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets, and patents;
take any action that interferes, in any manner, with Basiq’s rights with respect to the Basiq SDK;
attempt to undermine the security or integrity of Basiq SDK’s computing systems or where the Basiq SDK is hosted by a third party, that third party’s computing systems and networks;
use, or misuse, the Basiq SDK in any way which may impair the functionality of the APIs, Basiq SDK or other systems used to deliver the Services or impair the ability of any User to use or access the Services;
attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access; and
transmit using the Basiq SDK, libraries, APIs and other tools supplied by Basiq, or input into the Basiq SDK, any files that may damage any other person's computing devices or software, content that may be offensive, or material or User Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).

5.2 Title, ownership rights and Intellectual Property rights in and to any content displayed in the Basiq SDK or Platform, or accessed through the Basiq SDK or APIs, are the property of the applicable content owner and may be protected by applicable copyright or other law. These Licence Terms give you no rights to such content.

5.3 You acknowledge that any breaches of this clause may lead to summary termination of the Terms.

6. TERMINATION

6.1 You may stop using our Basiq SDK and APIs at any time with or without further notice. Your termination of these Licence Terms is subject to the Terms. Basiq reserves the right to discontinue the Basiq SDK, APIs or any portion or feature or your access.

6.2 Upon Termination of these Terms or discontinuation of your access to the Basiq SDK or APIs, you will immediately cease using the Basiq SDK and APIs and the Services and pay all outstanding fees.

7. DISCLAIMER

7.1 The Basiq SDK and APIs are provided to you “as is” without warranty of any kind. To the fullest extent permitted by law, Basiq and its licensors disclaim all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses, for the Basiq SDK and APIs. Basiq does not warrant that the licensed Basiq SDK and APIs will meet your requirements or be error free. The entire risk arising out of the use or performance of the Basiq SDK and APIs remains with you. You understand and agree that any Basiq SDK, APIs, material or data accessed, downloaded or otherwise obtained through the use of the Basiq SDK and APIs is at your own discretion and risk and that you will be solely responsible for any damage to the Developer Product, your computer, system or network, including any loss or corruption of data and User Information.

7.2 Basiq is not responsible or liable for any infections or contamination of your system, damage to your system, or delays, inaccuracies, errors or omissions arising out of your use of the Basiq SDK or any third party software or operating system.

7.3 Basiq does not warrant that the Basiq SDK will be error-free or will operate without interruption or that, except as set out in under the Terms and these Licence Terms, the Basiq SDK and APIs will perform in the manner intended by you or the Basiq SDK and APIs will meet your requirements.

8. INDEMNITY

8.1 You hereby agree to indemnify, defend and hold Basiq and its licensors harmless from and against any and all liabilities, damages, claims, fines and expenses (including reasonable solicitor’s fees and costs) arising out of your use or misuse of the APIs or Basiq SDK; any breach of these Terms by you; or any content or data routed into or used with the Basiq SDK and APIs by you, those acting on your behalf or the Users.

MINIMUM USER TERMS

1. PROVIDE ACCURATE INFORMATION

1.1 Each User agrees to provide and warrant that all information provided or otherwise submitted via the Services is true, accurate and complete.

1.2 Each User acknowledges and agrees that it is responsible for its use of the Services and that:

each User uses the Services at their own risk;
the Services will only be used for the User’s own lawful purpose in accordance with this Minimum User Terms; and
if there are any unauthorised access or use of the Services or any breach of security, the User must immediately notify [insert name of customer] of such activity.

2. PROPRIETARY RIGHTS

2.1 The User represents and warrants it is permitted to use content delivered to the User via the Services. The User may not copy, reproduce, distribute or create derivative works from this content. The User agrees not to reverse engineer any of the source code or technology associated with the Services.

3. CONTENT AND DATA

3.1 Your use of the Services supplied by [insert name of customer] is subject to interoperation of services supplied by third party websites or applications. By using the services, you appoint [insert name of customer] as your limited agent authorised to: access such third party websites or applications, servers, documents and information as designated by you; use your information; and perform all acts as required for [insert name of customer] and Basiq to supply Services to you.

3.2 Each User is licensing to [insert name of customer] and its service providers (including but not limited to Basiq) (Service Provider) any information, data, materials or other content the User provides through or to the Services (Content), the right to use, modify, display, manipulate and create derivative works using such Content and provide the Services to the User.

4. DISCLAIMERS

4.1 Each User acknowledges and agrees that:

its use of the Services and all information, products or content are provided to such User in good faith on an “as is” and “as available” basis. To the fullest extent permitted by law, the User and Service Providers expressly disclaim all warranties of any kind as to the Services and all information, products and other content (including that of third parties) included in or accessible from the Services;
the User is responsible for determining the suitability of any Services and such User relies on any Content or other information provided via the Services at its own risk;
use of the Services, Content and other information provided by [insert name of customer] and Service Providers is at their own risk and the restrictions applicable to [insert name of customer] are equally applicable to the User;
[insert name of customer] and Basiq makes no warranty that:
(i) the Services will meet the User's requirements;
(ii) the quality of the Services will meet the User’s expectations;
(iii) the Services will be uninterrupted or error-free;
(iv) any information, product or content obtained via the Services will be accurate or reliable; and
(v) any errors in the software or technology will be corrected.
the User downloads or otherwise obtains through the use of the Services the material or data at its own discretion and risk and that the User will be solely responsible for any infections, contaminations or damage to their computer, system or network; and
[insert name of customer] and Basiq are not responsible or liable for delays, inaccuracies, errors or omissions arising out of any User’s use of the Services, any third party software, services or operating system.

5. LIMITED WARRANTIES

5.1 The User warrants that:

it has the power, right, authority and entitlement to execute these Terms and perform its obligations under these Terms;
it has full corporate power to execute, deliver and perform its obligations under these Terms;
these Terms constitute a legal, valid and binding obligation of it enforceable in accordance its terms by appropriate legal remedy; and
in entering into and performing its obligation under these Terms it has not and will not be in breach of any relevant law or any obligation owed to another person.

6. INDEMNITY

6.1 Each User agrees to be liable for and to indemnify, defend and hold Basiq harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

any violation of these Terms or of any intellectual property or other right by the User;
any use or misuse of the Services, Content or data from or by the User, its employees, contractors or agents or any third party; and
any breach of law, regulation or licence by a User.Each User agrees that Basiq is a third party beneficiary to the above provisions, with all rights to enforce such provisions as if Basiq is a party to these Terms.

7. BASIQ A PARTY

7.1 Each User acknowledges and agrees that:

the User enters into these Terms with [insert name of customer] who, for the purposes of accepting these Terms, is acting as limited agent for Basiq; and
each User agrees that Basiq is a third party beneficiary to the above provisions, with all rights to enforce such provision as if Basiq were a party to these Terms.

For any questions or notice, please contact Basiq at:

Basiq Pty Ltd ABN 95 616 592 011

Level 1, 5-7 Raglan Street

Manly NSW 2095

Australia