Netwealth Developer Portal - Terms and Conditions

1. Introduction

   1. These Terms govern your use of the Developer Portal and the APIs, and form a binding agreement between you and Netwealth. In consideration for your use of the Developer Portal, you agree to comply with these Terms.
   2. Netwealth may, acting reasonably and to the extent reasonably necessary to protect its legitimate business interests, modify these Terms or the Developer Portal at any time (for example, by adding or removing functionality or features, or suspending or removing a particular feature altogether) at any time. 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 Developer Portal or the APIs constitutes your acceptance of these Terms (as varied from time to time).
   3. By accessing and using the Developer Portal and the APIs, you agree to be bound by:
      1. these Terms;
      2. Netwealth’s website terms and conditions (https://www.netwealth.com.au/web/terms-and-conditions/), as amended from time to time; and
      3. Netwealth’s Privacy Policy (https://www.netwealth.com.au/web/privacy-policy/), as amended from time to time.

2. Definitions

   1. APIs means the application programming interfaces that are accessible via the Developer Portal.
   2. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any legislative instruments made pursuant to that schedule.
   3. 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 that could reasonably be considered to be confidential in the circumstances.
   4. 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).
   5. Data means any data, information or content you access, receive or use via the Developer Portal or the APIs (as applicable).
   6. Developer Portal means the portal through which Netwealth provides the APIs and any accompanying documentation.
   7. Netwealth means Netwealth Investments Limited (ACN 090 569 109, AFSL 230975).
   8. Netwealth Group means Netwealth and each of its related bodies corporate.
   9. Personnel means an officer, employee, contractor or agent of an entity in the Netwealth Group.
   10. Terms means these terms and conditions (as amended from time to time).
   11. User means a person that accesses or uses the Developer Portal or the APIs.

3. Using the Developer Portal

   1. You acknowledge and agree that:
      1. these Terms do not oblige Netwealth to give you access to the Developer Portal for any set period;
      2. the Developer Portal is accessed and used by you at your sole risk;
      3. the Developer Portal is provided for your use in accordance with these Terms on an ‘as is’ basis;
      4. Netwealth may monitor your use of the Developer Portal to ensure quality, improve Netwealth products and services and verify your compliance with these Terms (“Monitoring”); and
      5. you will not interfere with any Monitoring, and that Netwealth may use any technical means to overcome any such interference.
   2. You will comply with, and not enable any person to violate, these Terms. You will not use the Developer Portal to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Netwealth.
   3. If you provide feedback or suggestions about the Developer Portal, the Netwealth Group (and its customers, partners and suppliers) may use such feedback or suggestions without any obligation to you.
   4. Netwealth may, at any time in its absolute discretion, impose additional eligibility requirements or restrictions for access to the Developer Portal.
   5. Your use of the Developer Portal or 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).
   6. Subject to law, Netwealth does not represent or warrant that:
      1. the Developer Portal will perform to any particular standard;
      2. the Developer Portal will operate error-free; or
      3. it will correct any errors in respect of the Developer Portal.

4. Prohibitions and Confidentiality

   1. In connection with your use of, and access to, the Developer Portal, you must not:
      1. perform an action which does, or is reasonably like 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;
      2. defame, abuse, harass, stalk, or threaten any person;
      3. misrepresent or mask your identity;
      4. interfere with or disrupt the Developer Portal, the APIs or the servers or networks on which the Developer Portal or the APIs are provided;
      5. promote, facilitate or undertake any unlawful activity including, but not limited to, online gambling or disruptive commercial messages or advertisements;
      6. reverse engineer or attempt to extract the source code from the Developer Portal, any API or any related software; or
      7. use the Developer Portal or the APIs in any way that will, or could likely, cause any sort of harm (whether financial, reputational or otherwise) to any User, Personnel, or any customer, partner or supplier of Netwealth.
   2. The Developer Portal, 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 if you provide Netwealth with reasonable prior notice (where legally permitted to do so).

5. Credentials and personal details

   1. If Netwealth assigns you Credentials, or you are using the Credentials of another person, you must use them in accordance with these Terms. You must keep Credentials secure and not disclose Credentials to any other person.
   2. Credentials must not be embedded in open source projects. You must not include Credentials in any website code where they could be copied or stolen.
   3. If you are using the Developer Portal or the APIs on behalf of another person, you represent and warrant that:
      1. you have, and continue to have, the consent of such person to use their Credentials; and
      2. you will only use the Developer Portal and APIs where you have valid Credentials.
   4. In order to access the Developer Portal, you may be required to provide certain information (such as identification or contact details) as part of the registration process for, or your continued use of, the Developer Portal. You must provide true, accurate, current and complete information to Netwealth.

6. Content

   1. Unless expressly permitted by law or the applicable Data owner, you will not:
      1. use Data in breach of these Terms;
      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. in relation to Data, 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.
   2. By using the Developer Portal, you do not acquire ownership of any rights in Data, the Developer Portal or the APIs. All rights, titles, and interests in and to the Developer Portal and the APIs shall remain with Netwealth.

7. Termination

   1. Subject to applicable law, Netwealth reserves the right to immediately (without prior notice) suspend, deny or terminate your access to the Developer Portal 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 your access to the Developer Portal at any time if:
      1. Netwealth considers (in its absolute discretion) that your use of the Developer Portal or the APIs (as applicable) constitutes or could constitute a threat to any part of the Netwealth Group’s business; or
      2. you breach any provision of these Terms and do not rectify such breach, to Netwealth’s reasonable satisfaction within 3 business days’ notice from Netwealth to you, or if the breach cannot be adequately rectified.
   3. You will immediately stop using the Developer Portal upon any termination of these Terms or any suspension, discontinuation or termination of your access to the Developer Portal.

8. 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 Developer Portal or the APIs, or your breach of these Terms, 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 Developer Portal again or, if Netwealth so elects, to paying the cost of having the Developer Portal supplied again.
   3. Netwealth is not liable for any failure or delay in connection with the Developer Portal or the APIs to the extent that such failure or delay is caused by (i) circumstances beyond Netwealth’s reasonable control or (ii) your breach of these Terms.
   4. Unless prohibited by applicable law, you will indemnify the Netwealth Group, Personnel, Users, and any customers, partners, contractors and suppliers of Netwealth, against all Loss arising in connection with:
      1. your misuse of the Developer Portal or the APIs;
      2. your violation of these Terms;
      3. you breach of the Privacy Act 1988 or Netwealth’s Privacy Policy; or
      4. your breach of any laws.
   5. Your liability for any Loss under clause 8(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 Personnel.

9. Support and Change Process

   1. Netwealth may (in its absolute discretion) provide you with support or modifications to the Developer Portal. Subject to law and the terms of this Agreement, Netwealth has no obligation to fix or respond to any errors you may encounter.
   2. Netwealth may (at any time and in its absolute discretion) add, supplement, remove or modify any features of the Developer Portal or the APIs.
   3. The Developer Portal may be inaccessible 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, inaccessibility or inoperability of the Developer Portal in connection with any Scheduled Downtime.

10. General Provisions

    1. 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.
    2. 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.
    3. These Terms state all the express terms of the agreement between you and Netwealth in respect of the Developer Portal and the APIs. These Terms supersede all prior discussions, negotiations, understandings and agreements in respect of the Developer Portal and the APIs.
    4. These Terms do not create any agency, partnership, or joint venture between you and the Netwealth Group.
    5. 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).
    6. A reference to a ‘person’ includes a natural person, partnership, joint venture, government agency, association, entity, corporation or other body corporate.
    7. 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).
    8. These terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.