Netwealth API Terms and Conditions

1. Introduction

   1. These Terms (i) set out the terms and conditions on which Netwealth grants you permission to use and access the APIs, (ii) govern your use of the Developer Portal and the APIs, (iii) form a binding agreement between you and Netwealth, and (iv) supersede all prior discussions, negotiations, understandings and agreements in respect of the APIs.
   2. You should read these Terms carefully as, by using the APIs, you are agreeing to comply with these Terms. The parties agree that the rights and obligations provided under these Terms constitute valuable consideration for each party.
   3. If you use the APIs as an interface to, or in conjunction with, other products or services provided by the Netwealth Group, then the terms for those other products or services also apply.
   4. To the extent of any inconsistency between these Terms and the Data Protection Agreement, the Data Protection Agreement will prevail only to the extent of any such inconsistency.
   5. By accessing and using the APIs, you also agree to be bound by Netwealth’s website terms and conditions (https://www.netwealth.com.au/web/terms-and-conditions/), as amended from time to time.

2. Definitions

   1. API Clients means any services and applications for which you are using the APIs.
   2. APIs means the application programming interfaces developed by Netwealth that are used by your API Clients or accessed or used via the Developer Portal.
   3. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any legislative instruments made pursuant to that schedule.
   4. Confidential Information means information or data that is confidential to the Netwealth Group, and includes (but is not limited to) any materials, communications or information that are marked confidential or could reasonably be considered to be confidential in the circumstances, but excludes Excluded Information.
   5. Credentials means any credentials (including, but not limited to, passwords, usernames, tokens, keys, and client IDs) in respect of the Developer Portal or the APIs (as applicable).
   6. Data means any data, information or content you access, receive or use via the Developer Portal or the APIs (as applicable).
   7. Data Protection Agreement means the most recent version of Netwealth’s ‘Data Protection Agreement’ that you have entered into with Netwealth.
   8. Developer Portal means the portal through which Netwealth provides visibility or access to the APIs and any accompanying documentation.
   9. Excluded Information means information that you independently developed, that was rightfully given to you by a third party without breaching any obligation of confidentiality, or that becomes public through no fault of your own.
   10. Intellectual Property Rights means all intellectual and industrial property rights and interests throughout the world, whether registered or unregistered, including trademarks, designs, patents, inventions, databases, discoveries, circuit layouts, copyright (including source code), rights in software, Confidential Information, know-how, business names, domain names, all analogous rights and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of 14 July 1967 as amended from time to time.
   11. Netwealth means Netwealth Investments Limited (ACN 090 569 109, AFSL 230975).
   12. Netwealth Group means Netwealth and each of its related bodies corporate.
   13. Representative, in relation to a party, means (i) a related body corporate of that party, and (ii) directors, officers, employees, contractors and agents of that party or a related body corporate of that party.
   14. Terms means these API terms and conditions (as amended from time to time).
   15. User means a person that accesses or uses any of your API Clients.

3. Using the APIs

   1. You must ensure that your Representatives observe all your obligations under these Terms as if such obligations were imposed on your Representatives, and do not do or fail to do anything that, if done or not done you, would amount to a breach of your obligations under these Terms. Any breach of these Terms by any of your Representatives will be deemed to be a breach of these Terms by you.
   2. You acknowledge and agree that:
      1. the APIs are solely designed to help you integrate your API Clients;
      2. these Terms do not oblige Netwealth to give you use of the APIs for any set period;
      3. Netwealth provides the APIs and the Developer Portal 'as is';
      4. you will not have full accessibility to, or use of, the APIs until you have entered into the Data Protection Agreement;
      5. you must only access (or attempt to access) an API by the means described in the documentation associated with the applicable API;
      6. you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs;
      7. you must provide true, accurate, current and complete information to Netwealth;
      8. Netwealth may, at any time in its absolute discretion, impose additional eligibility requirements or restrictions for use of the APIs; and
      9. the APIs are accessed and used by you at your sole risk.
   3. You will be responsible for all work required, and costs and expenses incurred, to integrate your API Clients with the APIs. You will also be responsible for all costs required to integrate with the APIs where Netwealth modifies or changes the APIs or the Developer Portal.
   4. You will comply with, and not enable any person to violate, these Terms or applicable laws and regulations. You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Netwealth.
   5. If you provide feedback or suggestions about the APIs, the Netwealth Group (and its customers, partners and suppliers) may use such feedback or suggestions without any obligation to you. You must not use the APIs in any way that does, or is reasonably likely to, replicate or directly compete with the business or products of the Netwealth Group.
   6. Netwealth may, in its absolute discretion, set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of Users you may serve). You agree to, and will not attempt to circumvent, such limitations with each API. If you would like to use any API beyond these limits, you must obtain Netwealth’s prior written consent (and Netwealth may decline such request or impose additional terms and charges where such a request is approved).
   7. Your use of the APIs does not create any endorsement by the Netwealth Group of you or any affiliated business, software, application or website. You must not advertise or make any use of the Netwealth Group’s logos without its prior written consent (which may be withheld).
   8. To the extent permitted by applicable law, Netwealth does not represent or warrant that
      1. the APIs will perform to any particular standard;
      2. the APIs will operate error-free; or
      3. it will correct any errors in respect of the APIs.
   9. Except as expressly set out in these Terms, and to the extent permitted by applicable law, Netwealth does not make any specific warrantees or guarantees about the APIs, the Developer Portal or Data.

4. Data

   1. Data may be restricted, limited, or filtered by Netwealth in accordance with applicable law, regulation, or policy.
   2. Unless expressly permitted by law, the Data Protection Agreement, or the legal owner of applicable Data, you will not (and will not allow any of your Representatives or those acting on your behalf to):
      1. use Data in breach of these Terms or the Data Protection Agreement;
      2. store or retain Data;
      3. sell, lease, publicly display or sublicense Data to any third party;
      4. misrepresent the source or ownership of Data; or
      5. remove, obscure, or alter any copyright, trademark, or other proprietary rights notice, or falsify or delete any author attributions, legal notices, or other labels of the origin of Data.
   3. You will ensure that your API Clients will protect any Data from misuse, interference, loss, unauthorised access, modification or disclosure.

5. Prohibitions and Confidentiality

   1. In connection with your use of the APIs, you must not (and must not allow any of your Representatives or those acting on your behalf to):
      1. sublicence an API, or develop or create an API Client that functions substantially the same as the APIs and offer it for use by third parties;
      2. remove, obscure, or alter any Netwealth terms of service or any links to or notices of those terms;
      3. perform an action which does, or is reasonably likely to, introduce into Netwealth products, systems or services, any viruses, worms, defects, Trojan horses, malware, or any other harmful code or items of a destructive nature;
      4. defame, abuse, harass, stalk, or threaten any person;
      5. misrepresent or mask your identity or the identify of your API Clients;
      6. interfere with or disrupt the APIs, Developer Portal or the servers or networks on which the Developer Portal or the APIs are provided;
      7. promote, facilitate or undertake any unlawful activity (including, but not limited to, online gambling or disruptive commercial messages or advertisements);
      8. reverse engineer or attempt to extract the source code from the Developer Portal, any API or any related software; or
      9. take any action that will, or could likely, cause any sort of harm (whether financial, reputational or otherwise) to (1) any User, or (2) any Representative, client, customer, partner or supplier of the Netwealth Group.
   2. The APIs and Netwealth’s communications to you may contain Confidential Information. You must keep confidential and not disclose Confidential Information, except when compelled to do so by law. In such circumstances, you will provide Netwealth with reasonable prior notice (where legally permitted to do so).

6. Credentials

   1. If Netwealth assigns Credentials to you or your Representatives, you must use such Credentials in accordance with these Terms and use them with the applicable APIs only. You must keep Credentials confidential, secure and not disclose Credentials to any other person.
   2. Credentials must not be embedded in open source projects or included in any public website code.

7. Intellectual Property

   1. You do not acquire any Intellectual Property Rights in Data, the Developer Portal or the APIs.
   2. Netwealth does not acquire ownership of any Intellectual Property Rights in your API Clients.

8. Termination and Survival

   1. Subject to applicable law, Netwealth reserves the right to immediately (and without prior notice) suspend, deny or terminate your use of the APIs for any reason, and at any time, without liability to you, though Netwealth will act reasonably in doing so having regard to its legitimate business interests.
   2. Netwealth reserves the right to immediately suspend, deny or terminate use of the APIs, by you or your API Clients, at any time if:
      1. Netwealth considers (in its absolute discretion) that your use of the APIs constitutes or could constitute a threat to any part of the Netwealth Group’s business for any reason;
      2. if any integration with your API Clients affects the APIs or the Developer Portal in any way; or
      3. you or your Representatives breach these Terms and do not rectify such breach, to Netwealth’s reasonable satisfaction within 5 business days’ notice from Netwealth to you, or if the breach cannot be adequately rectified.
   3. Upon any termination of these Terms or any suspension, discontinuation or termination of use of the APIs:
      1. you will immediately stop using the Developer Portal and all APIs, and delete any temporarily cached information; and
      2. Netwealth may require you to destroy all Data stored, in any way, by you. You agree that Netwealth has permission to audit you to ensure you have undertaken this action or require you to provide a certificate signed by an authorised officer verifying that you have taken this action.
   4. You may stop using any of the APIs at any time. If you want to terminate these Terms, you must provide Netwealth with prior written notice and, upon termination, cease your use of the applicable APIs.
   5. Termination of these Terms will not affect clauses 4(b), 7, 8(e), 9 and any other clause of these Terms which is intended to come into force or continue on or after termination.

9. Liability and Indemnity

   1. Nothing in these Terms is intended to exclude, limit or modify rights which you may have under the Australian Consumer Law or any other statute which it is not possible to exclude, limit or modify by agreement.
   2. Netwealth will not be responsible to you for any liability, loss or damage ("Loss") you incur in connection with your use of the APIs or the Developer Portal, or any breach of these Terms by you or your Representatives, except where, and to the extent that, any Loss is directly caused by the negligence, fraud or wilful misconduct of the Netwealth Group or its Personnel. To the extent that Netwealth’s liability cannot lawfully be excluded, Netwealth’s liability will be limited to supplying the APIs again or, if Netwealth so elects, to paying the cost of having the APIs supplied again.
   3. Netwealth is not liable for any failure or delay in connection with the APIs to the extent that such failure or delay is caused by (i) circumstances beyond Netwealth’s reasonable control or (ii) any breach of these Terms by you or your Representatives.
   4. Unless prohibited by applicable law, you will indemnify the Netwealth Group and its Representatives, against all Loss arising in connection with:
      1. your or your Representatives’ misuse of the Developer Portal or the APIs;
      2. your violation of these Terms;
      3. any claim for misuse, misappropriation or breach of third party Intellectual Property Rights of any Data;
      4. any Loss incurred by Users as a result of your actions or the actions of your Representatives;
      5. you or your Representatives’ breach of the Data Protection Agreement or Netwealth’s Privacy Policy; or
      6. your or your Representatives’ breach of any laws or regulations.
   5. Your liability for any Loss under clause 9(d) will be reduced proportionately to the extent that such Loss arises as a direct result of any negligence, wilful misconduct or fraud by the Netwealth Group or its Representatives.

10. Support and Change Process

    1. Netwealth may (in its absolute discretion) provide you with support for, or modifications to, the APIs. Subject to law and the terms of this Agreement, Netwealth has no obligation to fix or respond to any errors you may encounter. Netwealth does not provide you with any commitment that Netwealth will develop or upgrade the APIs or the Developer Portal. Where Netwealth provides you with support or modifications to the APIs or the Developer Portal, Netwealth does so without providing any agreed response or resolution times.
    2. If Netwealth modifies the APIs and the Developer Portal in any manner, Netwealth may require you to use the modified version which may not be compatible with your API Client as developed using previous versions of the APIs or the Developer Portal. Netwealth will typically make any such changes as part of its overall improvement programs and it may not be able to provide you with individual notice of such changes.
    3. Netwealth may (at any time and in its absolute discretion) add, supplement, remove or modify any features of the APIs and the Developer Portal. You will be responsible for any additional integration and development costs in ensuring your application works with any such changes to the APIs or the Developer Portal.
    4. The APIs may be disrupted or inoperable during certain periods to permit Netwealth (or its third party hosting service provider, if applicable) to perform upgrades or maintenance (“Scheduled Downtime”). Netwealth will use reasonable commercial efforts to minimise any disruption or inoperability of the APIs in connection with any Scheduled Downtime.

11. Monitoring and Verification

    1. You acknowledge and agree that Netwealth may monitor all use of the APIs and the Developer Portal to ensure quality, improve Netwealth products and services, and verify your compliance with these Terms (“Monitoring”). Monitoring may relate to identifying security issues that may affect Netwealth, the APIs or its Users. You will not interfere with any Monitoring, and Netwealth may use any technical means to overcome any such interference.
    2. Upon 10 business days’ written notice, Netwealth may verify your compliance with these Terms at all locations and for all environments in which you use the APIs. Such verification will take place no more than once per 12-month period, during normal business hours, in a manner which minimises disruption to your work environment.
    3. Netwealth may use an independent third party under obligations of confidentiality to provide assistance in relation to any verification or audit.
    4. Netwealth will notify you in writing if any such verification indicates that you have used the APIs in breach of these Terms.

12. General Provisions

    1. Netwealth may, acting reasonably and to the extent reasonably necessary to protect its legitimate business interests, modify these Terms, the Developer Portal or the APIs at any time and without prior notice (for example, by adding or removing functionality or features, or suspending or removing a particular feature altogether). Netwealth will notify you within 30 days if the modification results in a material change to these Terms. If you do not agree to such modified Terms, you must immediately discontinue your use of the Developer Portal and the APIs. Your continued use of the APIs constitutes your acceptance of these Terms (as varied from time to time).
    2. These Terms are non-exclusive. You acknowledge that the Netwealth Group may develop products or services that may compete with your business, website or applications, or any other products or services.
    3. Netwealth enters into these Terms on behalf of itself and each member of the Netwealth Group and holds on trust any rights and benefits expressed to be for any person in the Netwealth Group.
    4. Netwealth may assign or novate its rights and obligations under these Terms to any person in the Netwealth Group without your consent. Netwealth will notify you in writing if it does so and will advise you of the date such assignment or novation (as applicable) will take effect.
    5. These Terms do not create any agency, partnership, or joint venture between you and the Netwealth Group.
    6. If you do not comply with these Terms, and Netwealth does not take action right away, this does not mean that Netwealth has relinquished any rights that it may have (such as taking action in the future).
    7. A reference to a ‘person’ includes a natural person, partnership, joint venture, government agency, association, entity, corporation or other body corporate.
    8. A reference to a ‘party’ is a reference to you or Netwealth, and any permitted successors and assigns.
    9. Each clause and paragraph in these Terms is individually severable. Any clause or paragraph in these Terms, which is wholly or partially void or unenforceable, is severed to the extent that it is void or unenforceable (and the validity or enforceability of the remainder of these Terms will not be affected).
    10. These terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.