API Terms and Conditions

1. Introduction

Effective Date: 4 November 2021

Affordable Car Loans Pty Ltd ABN 23 098 491 484 and its affiliates (“we”, “us” or “our”) have developed and provides a number of application programming interfaces (“API”). These Terms and Conditions (“these Terms”) describe the basis on which we will make the APIs available to you. Please read these Terms carefully as they apply to your use of the APIs as effective as of the date you begin using the APIs. By registering for, or applying to use, an API, or using an API (including requesting Credentials or sending API Requests), you agree to be bound by these Terms. You must not register for, or apply to use, an API, or use any APIs, if you do not agree to these Terms.

You confirm that you have authority to agree to these Terms on behalf of your business, employer or entity (if you do not have such authority, you must not register for, or apply to use, an API, or use any APIs). While all of these Terms apply to the business (and “you” and “your” means that business), clauses 3, 6.2, 6.4, 10.1, 11, and 14 to 16 also apply to you in your personal capacity (and “you” and “your” in those clauses also means you personally).

We may use third parties (such as Equifax API products) to help us provide the APIs to you. Further requirements applicable to a particular API may be set out in the Documentation for that API, which you must comply with. Your use of the APIs, including Your Data, must comply with the terms and conditions of the Equifax APIs as amended from time to time.

2. API Approval and API Accreditation

2.1 Approval

You may apply to use an API by completing the API application form provided by us, and providing us with any other information that we reasonably request in connection with your application. 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. We may vary, suspend or cancel any API Approval in accordance with clause 14.

2.2 Accreditation

Where we require you to obtain API Accreditation in order to use an API:

• you must obtain, and maintain at all times, the relevant API Accreditation in order to do so;
• an API Accreditor will test your compliance with our accreditation requirements for the API. The API Accreditor may prioritise the accreditation of new users over the reaccreditation of existing users whose right to provide the relevant API has been suspended or cancelled;
• if the API Accreditor determines that you have successfully met our accreditation requirements for the API, we will notify you accordingly and you will have achieved API Accreditation for the relevant API;
• we may, from time to time, require you to reapply for API Accreditation for an API or demonstrate to us that you continue to meet our accreditation requirements for the relevant API;
• we may vary, suspend or cancel any API Accreditation in accordance with clause 14; and
• you acknowledge that accreditation is a process that is designed to assess your suitability to use the APIs, however API Accreditation 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

If you have achieved and maintain API Approval or API Accreditation for an API, we grant you a non-transferable, non-sublicensable and non-exclusive licence to use, and permit your Authorised Users to use:

• the API;
• any Output from the API; and
• any Documentation for that API,

in accordance with these Terms solely for the Approved Purpose, if any.

4. Restrictions

You must only use the APIs as described in the Documentation, and you must not:

• use Our IPR in any manner that is not expressly permitted under these Terms;
• use the APIs in any manner that adversely impacts:
  • the stability or integrity of our systems;
  • the ability of others to use the APIs; or
  • our reputation, or where you are accessing and using the APIs in connection with the Scheme, the reputation of any Scheme Member;
• remove, alter or obscure any identification, copyright, trademark or other proprietary notices, labels or Marks (if any) on or in the Documentation;
• 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;
• send or store infringing or unlawful material using the APIs;
• attempt to gain unauthorised access to, or disrupt the integrity or performance of, the APIs or any data processed using the APIs;
• propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data;
• 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;
• use Our IPR for high risk activities where the use or failure of Our IPR could lead to death, personal injury or environment damage;
• attempt to separately re-create our data through your use of the APIs; or
• use Our IPR as part of, or to create, a product competitive with the products offered by us.

Your use of the 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.

5. Support

Subject to your compliance with these Terms, we will 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.

You are responsible for:

• 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;
• providing sufficient information and data to allow us to readily reproduce all reported issues; and
• making available such reasonable remote access facilities as we require in order to provide the support services.

You must notify us of any changes to your contact details and acknowledge that we will not be required to provide you with support for issues associated with the APIs where we are unable to contact you.

6. Your Obligations

6.1 Obligations relating to your use of the APIs

You must, when using the APIs:

• maintain properly configured hardware, software and telecommunications equipment or devices which are necessary to use Our IPR;
• implement appropriate security systems and protocols to prevent unauthorised access or use of Our IPR; and
• comply with all applicable laws. Without limiting this paragraph, you must:
  • obtain all necessary permissions and consents for us to use and disclose Your Data as contemplated by these Terms; and
  • 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

You must keep your Credentials secure and confidential and 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. You are responsible for all activities that take place on or through the APIs using your Credentials. If you suspect any unauthorised use of your Credentials, you must immediately notify us.

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 APIs to ensure quality, improve the 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:

• for the purposes of onboarding, including to assess and process your applications for API Approval and/or API Accreditation;
• to provide you with the functions, capabilities and Output offered by the APIs;
• to improve our products and services, including the APIs; and
• 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:

• these purposes; and
• 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

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

You are solely responsible for:

• determining how you will use any Output; and
• 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 APIs.

All express or implied guarantees, warranties, representations, statements, Terms and conditions which are not expressly set out in these Terms are excluded. Nothing in these 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.

In particular, and without limiting the above paragraph:

• while we endeavour to provide convenient and functional APIs, we do not guarantee that your use of the APIs will be uninterrupted, error free or that the APIs are free of viruses or other harmful components;
• the APIs may, from time to time, be unavailable due to scheduled maintenance, system or software updates, upgrades, or changes and operational procedures; and
• 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.

If any guarantee, term, condition or warranty is implied or imposed in relation to these Terms under the Australian Consumer Law or any other applicable legislation (“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:

• 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
• in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law:

• where a third party helps us to provide the APIs (as referred to in clause 1), our liability to you for any default caused by that third party will not exceed the amount that we are able to recover from that third party in relation to that default; and
• in any event, our maximum aggregate liability for all claims arising under or relating to these Terms or in relation to your use of Our IPR 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 AUD $100 where we do not charge you for the use of the relevant API.

To the maximum extent permitted by law, we are not liable for any indirect or consequential loss, or loss of business, goodwill, reputation or for business interruption. 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.

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 4 or 6.

10. Intellectual property rights

10.1 Our IPR

The 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. 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

When you use Our IPR, you must attribute us as the source of those materials in accordance with the brand guidelines set out at guides, 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. You acknowledge that we own or licence the Marks, and you acquire no right, title or interest in the Marks. You must:

• use the Marks in accordance with the Documentation and any guidelines or directions which we may provide to you from time to time;
• not contest or in any way impair any of our rights to the Marks; and
• not adopt “Affordable Car Loans” or any other Mark as part of the name of your business or apply it to any goods or services that you offer for sale.

If we suspend or cancel your right to use the APIs and/or the Documentation under these Terms:

• you will lose all rights conferred by these Terms with respect to the use of the Marks; and
• you must immediately cease using the Marks or any marks identical to or deceptively similar to the Marks or the term “Affordable Car Loans”, and destroy all materials bearing the Marks.

11. Confidentiality

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.

Each party may disclose the Confidential Information of the other party:

• to the extent required by law;
• 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; or
• with the prior written consent of the other party.

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. Nothing in this paragraph requires a party to return or destroy any Confidential Information of the other party to the extent that such Confidential Information:

• needs to be retained for the purpose of actual or potential litigation or other record-keeping purposes; or
• is on back-up, archival storage tapes or the like and it is not practical to do so.

12. Privacy

In connection with the APIs, you may give us personal information or you may grant us authorisation to access personal information through third parties. We understand that personal information is important, and we take privacy very seriously. Our privacy policy contains further details about our privacy handling practices. For clarity, our provision of the APIs in accordance with these Terms constitutes a “Related Service” for the purposes of our Privacy Policy. Where Your Data relates to third parties, you warrant that you have obtained written consent from those relevant parties before using it in relation to the APIs. You must only disclose to us personal information where you are permitted to do so by law.

Suspension and termination

You may cease using the APIs at any time. We may by notice in writing:

• remove Your Data from our systems and those of any third party helping us; and/or
• vary, suspend or cancel your API Approval and/or API Accreditation,

either temporarily or permanently, if:

• we form the reasonable view that you no longer meet the applicable requirements of API Approval and/or API Accreditation (including as they may be modified under clause 14);
• you breach any of these Terms and:
  • such breach is not capable of remedy or is not remedied within 7 days after we notify you of that breach; or
  • such breach is causing us to breach an obligation owed by us to a third party; or
• you have not accessed or used the APIs over the last 12 months.

If we suspend or cancel your API Approval, API Accreditation or right to use the 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 3. Termination does not affect any accrued rights of either party.

Variations

We may from time to time:

• amend these Terms, the Documentation or any other requirements relating to the APIs, and amend our requirements for API Approval and/or API Accreditation; or
• modify, suspend or discontinue, temporarily or permanently, any APIs, including to modify the manner of use of the APIs.

We will provide you with:

• 90 days written notice of any suspension or discontinuance of any APIs under this clause 14; and
• 30 days written notice of:
  • any amendment to, or introduction of, any charges; and
  • any of the other actions under this clause 14, if we determine in our reasonable discretion that any such action will negatively impact you.

Your continued use of the APIs following any amendment or modification referred to in this clause 14 will constitute your acceptance of the amendment or modification.

15. General

15.1 Entire Agreement; Waiver; Severability; Interpretation; Assignment; Inconsistency; Unenforceability

These 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. 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. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The word “including” (and similar terms) when used in these Terms is not a term of limitation. A reference to these Terms includes any schedules and documents incorporated by reference. You may not assign these Terms, in whole or in part, without our prior written consent, and any assignment without such consent is null and void. We may assign, transfer or delegate these Terms at our discretion. If there is any inconsistency between these Terms and 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). 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.

15.2 Governing Law and Venue

These Terms are governed by the laws of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts that exercise jurisdiction in Queensland, Australia.

15.3 Miscellaneous

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.

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.

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 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.

The provisions of these Terms which by their nature survive termination or expiry of these Terms will survive termination or expiry of these Terms.

16. Dictionary

API 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 an API for you.

API Approval means approval given by us under clause 2.1 for you to use an API, and includes any Approved Purpose.

API Accreditation means any accreditation required or that you have achieved (as applicable) for an API.

API Accreditor means any person (whether us, or a third party) that we appoint to test your compliance with the applicable API Accreditation requirements for an API.

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

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

Authorised User means those of your officers, employees, agents, contractors and any other parties that use the 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:

• is by its nature confidential;
• is designated by the disclosing party as confidential; or
• 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:

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

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

Marks means the trade and service marks owned by Affordable Car Loans Pty Ltd ABN 23 098 491 484 and its affiliates and licensed by us from time to time and identified in the Documentation as being licensed for your use.

Non-Excludable Provision has the meaning given to that term in clause 9 of these Terms.

Our IPR has the meaning given in clause 10.1 of these Terms.

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

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

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