Terms of Service
Sypht Pty Ltd (ABN 16 627 246 039) of Level 1, 255 George Street, Sydney NSW 2000 (“Sypht”, “we”, “us” or “our”) has developed and provides a number of application program interfaces (including versions of those application program interfaces provided for your testing purposes) to enable third party systems to interoperate with elements of Sypht’s systems and/or access a range of products and services offered by Sypht (each, an API).
These terms together with any documents which are incorporated into these terms by reference (together the API Terms) describe the basis on which we will make the APIs available to you. If there is any inconsistency between clauses 1 to 15 of these terms and any other terms or documents, clauses 1 to 15 prevail.
Please read these API Terms carefully as they apply to your use of the APIs. By registering for an account or using an API (including requesting Credentials or sending API Requests), you agree to be bound by these API Terms. You must not use any APIs if you do not agree to these API Terms.
In these API Terms “you” and “your” means the business for whom you are using the APIs or, where you are using the APIs for your own purposes, you.
If you are using the APIs for a business, you confirm that you have authority to agree to these terms on behalf of that business (if you do not have such authority, you must not use any of the APIs).
Subject to your compliance with these API Terms, we grant you a non-transferable, non-sub licensable and non-exclusive licence to use, and permit your employees, contractors and subcontractors (each, an Authorised User) to use:
- the APIs; and
- any user guides, specifications and other documentation provided to you in connection with the APIs (Documentation),
- in accordance with these API Terms, solely:
- for your own internal business and individual purposes; and
- to test and use as part of, other applications, websites, products and services you develop and offer to others (Products).
a) You may only use the APIs as described in the Documentation, and you must not:
i) use for testing purposes any versions of the APIs that we provide for production use;
ii) use the APIs in any manner that adversely impacts the:
- stability or integrity of our systems; or
- the ability of others to use the APIs;
iii) remove, alter or obscure any identification, copyright, trademark or other proprietary notices, labels or marks (if any) on or in the Documentation; or
iv) use the APIs or Documentation for any purpose that is unlawful or that would give rise to any civil or criminal liability for yourself, us, or any third party.
b) Your use of the APIs and the licence granted under these API 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. For the purposes of these API Terms, API Request means any communication from your Products, or any server used to route data to or from the Product, to the APIs.
c) Because the data we hold and use to process your API Request is updated from time to time, you must submit a new API Request each time you need to use any output which we provide or make available through the APIs. You must not attempt to separately re-create our data through your use of the APIs.
a) Subject to your compliance with these API Terms, we may provide you with reasonable support for issues associated with the APIs as further described in the Documentation. We will only provide such support to you, and not to any end-users of your Products.
b) You are responsible for:
- i) running such standard diagnostic tests as may be specified by us from time to time to confirm that the issue for which support is required is related to a defect in the APIs;
- ii) providing sufficient information and data to allow us to readily reproduce all reported issues; and
- iii) making available such reasonable remote access facilities as we require in order to provide the support services.
5. Your Obligations
5.1 Obligations relating to your use of the APIs
You must, when using the APIs:
a) maintain properly configured hardware, software and telecommunications equipment or devices which are necessary to use the APIs;
b) implement appropriate security systems and protocols to prevent unauthorised access or use of the APIs or Documentation; and
c) comply with all applicable laws. Without limiting this paragraph (c) , you must:
- i) obtain all necessary permissions and consents in connection with Your Data that you provide to us; and
- ii) ensure that our use of Your Data does not infringe any rights (including intellectual property rights or privacy) of any third party.
5.2 Obligations relating to your use of credentials
a) You must keep any username, password, API key or other credentials (“Credentials”) used to access the APIs secure and confidential. You are responsible for all activities that take place on or through the APIs using your Credentials.
b) In the event that you suspect any unauthorised use of your Credentials, you must immediately notify us.
5.3 Obligations relating to your Authorised Users and end-users
You must ensure that your Authorised Users and end users comply with all applicable provisions in these API Terms. You will be liable for the acts and omissions of your Authorised Users and end users in connection with these API Terms as fully as if they were your acts or omissions.
6. Your Obligations
When using the APIs, you may not or allow your Authorised Users and end users:
a) sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties;
b) perform an action with the intent of introducing to Sypht products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
c) defame, abuse, harass, stalk, or threaten others;
d) interfere with or disrupt the APIs or the servers or networks providing the APIs;
e) promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements;
f) reverse engineer or attempt to extract the source code from any API or any related software;
g) use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems; and
h) remove, obscure, or alter any Google terms of service or any links to or notices of those terms.
7. Your Data
We will only use data you input via the APIs (Your Data):
a) for the purpose of providing you with the functions, capabilities and output offered by the APIs. We may provide Your Data to our related companies and our contractors for such purpose;
b) training, developing and improving our products and services; and
c) in an aggregated and de-identified form for statistical, analytical, research, quality assurance, product improvement and other purposes, such that no details regarding you or your Authorised Users can reasonably be derived from the information. We may provide Your Data to third parties generally for such purpose.
You grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable licence to use Your Data accordingly.
a) All output you generate using the APIs such as files, documentation and reports (Output) are generated using information that is input by you. You are responsible for the accuracy of the information that is input by you.
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.
You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by Sypht without Sypht's prior written approval.
10. Charges and Invoices
a) We may charge you to use some of the APIs. We will notify you of the charges (if any) before we make the APIs available to you.
b) If charges apply to your use of the APIs, payments will be made through our payment service provider (Stripe Payments Australia Pty Ltd).
c) Fees are payable monthly in arrears basis.
d) We will send you an email receipt for each payment. In addition, you may also view a copy of the invoice in the Billing dashboard.
e) If we are unable to process a payment for the fees payable, we may suspend your access to the APIs.
11. GSTa) Unless otherwise stated, all charges under these API Terms are expressed on a “GST- exclusive” basis.
b) If GST becomes payable under these API Terms, you must, in addition to the charges, pay an additional amount equal to the value of the GST as calculated in accordance with the GST laws in Australia.
12. Warranties and liabilitya) We are not liable for any costs, expenses, damages, losses or other liabilities which you may incur as a result of your use of the APIs or any Output. In particular, you are solely responsible for:
- i) determining how you will use any Output; and
- ii) developing and managing your Products (including providing end-user customer support and warranties in respect of your Products) and for modifying your Products if we make any changes to these API Terms or the APIs in accordance with clause 14.
b) Subject to paragraph (d) , the APIs are provided on an “as is” basis and all express or implied guarantees, warranties, representations, statements, terms and conditions which are not expressly set out in these API Terms are excluded.
c) In particular, and without limiting paragraph (b)
- i) while we endeavour to provide convenient and functional APIs, we do not guarantee that that your requirements will be met or that your use of the APIs will be uninterrupted, error free or that the APIs are free of viruses or other harmful components;
- ii) the APIs may, from time to time, be unavailable due to scheduled maintenance, system or software updates, upgrades, or changes and operational procedures; and
- iii) we cannot be responsible for any loss, corruption or interception of data sent to or from our APIs (such as those which occur while being sent over the internet), and you are responsible to making appropriate backups of Your Data.
d) Nothing in these API Terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any law or legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
e) If any guarantee, term, condition or warranty is implied into these API Terms under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
- i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
- ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
f) Subject to paragraph (d) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims arising under or relating to these API Terms or in relation to your use of the APIs or Documentation in each calendar year, whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis is limited to:
- i) the charges paid by you for the use of the relevant API during that calendar year, where we charge you for the use of that API; or
- ii) AUD $100 where we do not charge you for the use of the relevant API.
g) To the maximum extent permitted by law, we are not liable for any indirect or consequential loss, or loss of business, goodwill, reputation, data or for business interruption.
h) A party’s liability to the other is diminished to the extent that the acts or omissions (or those of a third party) contribute to or cause the loss or liability.
i) You must indemnify us against any claim, proceedings, loss, damage, fine, penalty, interest and expense arising out of or in connection with your breach of clauses 3(a)(iii) or 5.1(c).
13. Intellectual property rights
a) The APIs, Documentation, Output and all associated intellectual property rights 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 Products are and remain your exclusive property.
a) All intellectual property rights and other proprietary rights in or related to your Products are and remain your exclusive property.
c) We may monitor your use of the APIs to ensure quality, improve the APIs and verify your compliance with these API 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.
15. Suspension and termination
a) You may cease using the APIs at any time.
b) We may suspend or cancel your right to use the APIs, either temporarily or permanently, if you breach any of these API Terms and such breach is not capable of remedy or is not remedied within 7 days after we notify you of that breach.
c) If we suspend your use of the APIs or cancel your right to such use, you must cease using the APIs and, in the case of cancellation, these API Terms will be terminated, including the licence granted to you in clause 2.
d) Termination does not affect any accrued rights of either party, including your obligation to pay the charges (if any) for your use of the APIs up to the effective date of such termination.
16. Variationsa) We may from time to time:
- i) amend these API Terms; or
- ii) vary, modify or discontinue, temporarily or permanently, any APIs, including to introduce or remove charges relating to the API or to vary the manner of use of the APIs.
b) If in our reasonable discretion, we determine that any of the actions under paragraph (a) will be materially detrimental to you, we will notify you by email. Your continued use of the APIs following any such notification will constitute your acceptance of any amended terms.
a) If any part of these API 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.
b) 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.
c) Neither party will be liable for any failure or delay in performing any of its obligations under these API Terms if such delay is caused by circumstances beyond that party’s reasonable control.
d) These API 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.
e) These API Terms constitute the entire agreement between us and you in relation to your use of the APIs and supersede all other communications or displays whether electronic, oral, or written, between us and you in relation to such Use.
f) Your use of the APIs is conducted electronically and you agree that we may communicate with you electronically for all aspects of such use, including sending you electronic notices.
g) The provisions of these API Terms which by their nature survive termination or expiry of these API Terms will survive termination or expiry of these API Terms.
h) 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.
i) The word “including” when used in these API Terms is not a term of limitation.