Sandbox Terms and Conditions
- These Terms and Conditions describe the terms which you accept by using the SISS Data Sandbox and the Services. You agree to accept these Terms and Conditions by downloading, accessing or using the SISS Data Sandbox, by creating a user account for the SISS Data Sandbox or by continuing to use the SISS Data Sandbox after being notified of a change to these Terms and Conditions. You acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not access or otherwise use the SISS Data Sandbox or Services.
- The capitalised words in these Terms and Conditions have the meanings set out in the Schedule 2 of these Terms and Conditions.
- When using the SISS Data Sandbox, the Services or opening an account, the Customer is the relevant company, entity, or organisation whose details are entered as part of the registration process, and the respective individual undertaking those actions represents and warrants that they:
- are an authorised representative of that Customer with the authority to bind that relevant, company, entity or organisation to these Terms and Conditions; and
- agree to these Terms and Conditions on behalf of such Customer,
and the terms ‘you, your’ and other like terms used in these Terms and Conditions will refer to the relevant Customer.
- SISS grants a non-exclusive, non-transferable, revocable licence to the Customer to Use the SISS Data Sandbox and Materials on and from the date of this Agreement for the Term for the Permitted Purpose only, as set out in these Terms and Conditions.
- The Customer must not:
- assign or sublicence this Licence;
- adapt or in any way modify the SISS Data Sandbox; or
- reverse engineer, reverse assemble or reverse compile or otherwise endeavour to obtain the source code from the object code in respect of the SISS Data Sandbox.
Subject to the Customer complying with the terms of these Terms and Conditions, the Licence will commence on the date the Customer agrees to these Terms and Conditions and will terminate on the date on which these Terms and Conditions are terminated pursuant to any relevant provision of these terms.
- You acknowledge and agree that the Data (or any part of the Data) provided through the SISS Data Sandbox may only be used for the Permitted Purpose. You must notify SISS in writing immediately if you know, or reasonably suspect, that the Data has been used for another purpose other than the Permitted Purpose.
- You acknowledge and agree that Data provided through the SISS Sandbox is sample or simulated data and should not be relied upon for the basis of any decision outside of the Permitted Purpose.
- The Customer acknowledges and agrees that SISS is the owner of all Intellectual Property Rights in the SISS Data Sandbox and the Materials.
- The Customer must not alter, damage, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark of SISS on the SISS Data Sandbox and the Materials.
- The Customer must not knowingly do, cause or authorise the doing of anything contrary to this Licence which may adversely affect or jeopardise SISS’s:
- Intellectual Property Rights;
- right, title or interest in or to the SISS Data Sandbox or Materials owned by SISS or a Related Body Corporate of SISS; or (iii) rights under this clause 5.
Subject to your compliance with these Terms and Conditions, SISS will provide the Services to you during the Term.
You must safeguard and must not share with any other person (except your employees and contractors) any security credentials (including, without limitation, customer IDs, usernames and passwords) issued to you by SISS for access to the SISS Data Sandbox or Materials, or to access or use the Data through the SISS Data Sandbox. SISS will not be liable for any loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by you in the event you disclose your security credentials with any other person.
SISS represents and warrants that:
- it has the right to license the SISS Data Sandbox and the Materials to the Customer; and
- the Customer’s Use of the SISS Data Sandbox and the Materials will not infringe the Intellectual Property Rights of any third party.
- You warrant that you have not relied upon any representation made by SISS other than as set out in this Agreement.
- You acknowledge and agree that:
- the SISS Data Sandbox is in a ‘sandbox’ or trial environment and as such is not at the level of performance or compatibility of a final, generally available product offering;
- your use of the SISS Data Sandbox is for testing and evaluation purposes only; and
- the SISS Data Sandbox and the Services are provided on an ‘as is’ and ‘as available’ basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise.
- You warrant and represent to SISS that:
- you are a corporation which has been duly incorporated or registered and is validly existing under the relevant laws of your place of incorporation;
- you have the corporate power to own your own assets and to carry on your own business as it is not being conducted;
- you have full power and authority to enter into and perform any obligations you may have under these terms; and
- these terms constitute legal, valid and binding obligations on you, and are enforceable in accordance with Australian law
- You warrant that all information, representations and warranties provided to SISS pursuant to this Agreement (including the Customer Information) remain true and correct in all respects, and that you will advise SISS should any information, representations or warranties no longer be true and correct at any time.
- You acknowledge and agree that any Data you receive through the SISS Data Sandbox or that you include on or upload to the SISS Data Sandbox is sample data only, and will not constitute Personal Information.
- You are not permitted to sell, license, charge, mortgage or otherwise encumber the SISS Data Sandbox and/or the Materials in any way.
- You are solely responsible for the Use, supervision, management and control of your access to the SISS Data Sandbox and the Materials in accordance with these Terms and Conditions.
- You will use all reasonable efforts to ensure that the SISS Data Sandbox and Materials are at all times protected from access, use or misuse and damage and destruction by any person not authorised by either SISS or you, and you will notify SISS immediately if you become aware of any unauthorised use of the SISS Data Sandbox or Materials.
- You will comply with:
- all laws and regulations that apply to you; and
- the Privacy Act 1988 (Cth) and any other legislation or regulation affecting privacy or the collection, handling, storage, processing, use or disclosure of personal data (Privacy Laws) at all times.
- You must notify SISS as soon as reasonably practicable after you become aware of or reasonably suspect you may have breached any of your obligations in clause 9(i), including where there may have been a breach of Privacy Laws, computer or network security breaches or anything likely to cause corruption in the Data.
- You agree to notify SISS as soon as reasonably possible of any suspected or actual breach of any law or regulation or Privacy Laws (as they apply to you). You indemnify and hold harmless SISS against any loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by SISS as a direct result of any such breach by you.
- You acknowledge you have no Intellectual Property Rights in the SISS Data Sandbox and/or the Materials and the parties agree that other than as provided in clause 5 (Intellectual Property), nothing in these Terms and Conditions transfers ownership in, or otherwise grants any rights in, any Intellectual Property Rights of SISS.
- You acknowledge that SISS is not contracted under these Terms and Conditions to install or provide acceptance testing of the SISS Data Sandbox.
- You acknowledge that no guarantees are made in respect of the accuracy or completeness of the SISS Data Sandbox and the Materials or any information derived from or produced by the SISS Data Sandbox that they are free from error, accurate or complete.
- You will not hold SISS liable for any inaccuracy or incompleteness of any information derived from or produced by the SISS Data Sandbox.
- You can only use the Data and the SISS Data Sandbox for the Permitted Purpose and you may not use the SISS Data Sandbox:
- within or connect the SISS Data Sandbox to your production environment; or
- for conformance testing or regulatory accreditation purposes (including for any accreditation under the ‘consumer data right rules’ by the Australian Competition and Consumer Commission);
- You may not allow any other third party (Third Party User) to access, view or Use the SISS Data Sandbox.
or for any other purpose that is specifically excluded under these Terms and Conditions.
SISS may at any time and without prior notice impose conditions on, suspend or cancel your access to the SISS Data Sandbox at its absolute discretion (including for any security or data protection reasons). Any imposition of conditions, suspension or cancelation of access to the SISS Data Sandbox in these circumstances will not constitute a breach of these Terms and Conditions by SISS.
- To the maximum extent permitted by law:
- SISS’s liability for any breach, act or omission of SISS in the performance of these terms (whether based in contract, tort (including negligence), common law, equity, statute or otherwise) is limited in aggregate to $10,000.00;
- SISS’s liability under these terms, will be reduced to the extent that the Customer caused or contributed to the relevant loss or liability or the act giving rise to the loss or liability; and
- SISS expressly disclaims all implied warranties and conditions including without limitation implied warranties as to merchantability and fitness for purpose of the SISS Data Sandbox and Materials.
- SISS will not be liable to you for any error, defect or omission in the Data or Materials.
- SISS acknowledges that the Customer may have rights under Australian Consumer Law and similar state and territory laws, including guarantees, which may not be limited or excluded. Nothing in these terms operates to limit or exclude those rights. To the extent permitted by law, the SISS’s liability for breach of any non-excludable guarantee is limited, at the SISS’s option:
- in the case of goods, the repair or replacement of the goods or cost of repairing or replacing the goods; and
- in the case of services, the reperformance of the services or the cost of reperformance of the services.
- To the fullest extent permitted by law, SISS excludes any and all liability for indirect, economic, special or consequential loss or damage including without limitation the loss or corruption of the SISS Data Sandbox or the Data, loss of profit, revenue, time, goodwill, data, anticipated savings, opportunity and production of the Customer and/ or any other commercial or economic loss of any kind of the Customer or any third party arising from these Terms and Conditions.
- SISS shall not be responsible for:
- any unauthorised access to, or alteration of, the Customer’s transmission of Data or any material, information or Data sent or received by the Customer; or
- any transaction entered into by the Customer in respect of the transmission of Data.
- The Customer indemnifies and holds harmless SISS, will keep SISS indemnified and shall make good any loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by SISS as a result of any breach by the Customer of these terms or any use of the SISS Data Sandbox and/or the Materials and/or the Data other than in accordance with these terms.
- SISS may at any time suspend or cancel, with immediate effect, your access to the SISS Data Sandbox and Materials if SISS becomes aware of or suspects that you have breached any provision of these Terms and Conditions.
- SISS will not be liable to you for any cost, loss or expense as a result of a suspension or cancellation of access to the SISS Data Sandbox under clause 13(a).
- Either party may terminate these Terms and Conditions immediately on notice in writing to the other party.
- If these Terms and Conditions are terminated for any reason, then all rights granted to the Customer, including the ability to use the SISS Data Sandbox and the provision of any Services, under these Terms and Conditions will cease immediately.
- Termination of these Terms and Conditions is without prejudice to the rights of either party which may have accrued prior to the effective date of termination.
- Following termination, the following clauses will remain in full force and effect: 5 (Intellectual Property), 9 (Customer Warranty), 11 (Limitation of liability), 12 (Indemnity), 14(c) (Consequences of Termination), 14(d) (Survival), 15(Notices), 16 (Dispute Resolution) and 18 (General Provisions).
- Any notice given pursuant to these Terms and Conditions must be in writing, signed by an officer, employee or director of the sender, addressed to the recipient at the address, facsimile number or email address as notified by one party in writing to the other. SISS’s notice details are as follows:
SISS Data Services
Suite 5, 31 Hume Street
Crows Nest NSW 2065
- A notice will be deemed given on the same day if hand delivered with authorised receipt; if posted, then three (3) business days after date of posting; and if by email, upon successful transmission of the email without receiving a failure to transmit receipt.
- SISS may give a notice pursuant to this agreement by mobile text message (‘SMS’) to the mobile number of the Customer as provided by the Customer to SISS. The notice will be deemed to be given upon successful transmission of the text message without receiving a failure to transmit receipt.
- In the event of a dispute arising between the parties in respect of any right or obligation under these Terms and Conditions, each party covenants with the other in good faith to refer to the parties’ respective senior management at a level deemed appropriate by each party given the nature of the dispute and to negotiate in good faith to resolve the dispute. (b) If the parties are unable to resolve a dispute in accordance with clause 16(a) within a reasonable period having regard to the nature of the Licence and the dispute, then either party may apply to their local State/Territory Alternative Dispute Resolution centre for resolution of the dispute under the ADRoIT Principles.
- Despite the definition of consideration in the GST law, and unless otherwise expressly stated in these Terms and Conditions, prices or other sums payable or consideration to be provided under or in accordance with these Terms and Conditions are exclusive of GST.
- If a party makes a taxable supply under or in connection with these Terms and Conditions, the other party must pay to the supplier at the same time, and in addition to the GST-exclusive consideration, an amount equal to the GST payable on that supply. (c) The supplier must, as a precondition to the payment of GST under clause 17(b) (GST), give the other party a tax invoice.
- If an adjustment event arises in connection with a supply made under these Terms and Conditions, the supplier must give the other party an adjustment note in accordance with the GST law.
- If these Terms and Conditions require one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, that party must pay an amount equal to the GST payable on that expense, loss or outgoing.
18.1 Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales and any claim made by one party against the other in any way arising out of this agreement will be heard in New South Wales and the parties submit to the jurisdiction of those courts.
Nothing in these Terms and Conditions will constitute or be deemed to constitute a partnership, joint venture or agency between the parties.
18.3 Entire Agreement
These Terms and Conditions constitute the entire terms of agreement between the parties and all understandings, prior representations, arrangements or commitments that are not contained in these terms have no effect whatsoever and do not bind the parties.
No waiver of any right or remedy will be effective unless in writing and shall not operate as a waiver of that right or remedy or any other right or remedy on a future occasion.
18.5 Implied Terms
Any implied term under law that can be excluded is hereby expressly excluded and no term is to be implied as being a term of these Terms and Conditions unless by law it cannot be excluded.
19.1 Emails and newsletters
SISS will provide regular emails and newsletters to the Customer as frequently as SISS shall determine in its absolute discretion.
SISS will update the ACSISS Connect and Materials as often as it is required as determined by SISS in its absolute discretion.
SISS may from time to time vary these terms by notifying the Customer of an update to these Terms and Conditions. A variation to these terms will be effective from the time the Customer agrees to accept that variation.