Terms & Conditions

Last updated: 17 December 2021

Welcome to the ResourceHub (ResourceHub). The ResourceHub is owned and operated by Transaction Network Services Australia Pty Limited (ABN 49 084 974 747) and our subsidiaries, affiliates, and related bodies corporate (including those operating, or referred to, as ADVAM, Transaction Network Services, TNS, TNSI or similar) (together we, us, our). These terms and conditions (Terms) govern the use and access of the ResourceHub and the Resources available on the ResourceHub by our partners, representatives, customers, potential customers, and any other third parties that we authorise to access the ResourceHub, and each of their users (you, your). Defined terms have the meaning given to them throughout these Terms and/or as set out at clause 13.

1. Terms

1.1 When you register an account (Account) and click ‘signup’ or ‘register’ (or similar) and ‘I accept’ (or similar) in respect of these Terms, you agree to be bound by these Terms. Your access to the ResourceHub will only be effective when we approve your registration and activate your Account. If you’re registering your Account and agreeing to be bound by these Terms on behalf of an entity or organisation, you acknowledge that you have the authority to do so.

1.2 We may vary these Terms from time to time and we will publish the varied terms on the ResourceHub. The date set out above will indicate the date these Terms were last updated. Your continued use of the ResourceHub following any changes indicates your acceptance of any changes.

1.3 These Terms contains the entire understanding between you and us concerning the subject matter of these Terms and the ResourceHub and supersedes all prior communications. However, nothing in these terms operates to amend or alter the terms of any Agreement in place between you and any of our entities and, to the extent there is any inconsistency between these Terms and any Agreement, the terms of the applicable Agreement(s) will take precedence.

2. Privacy

2.1 If you disclose any personal information to us, you warrant that you have obtained all necessary consents and made all necessary disclosures to permit such disclosure and to permit us to use such personal information for any purposes related to these Terms and the ResourceHub.

2.2 Your use of the ResourceHub may involve the transmission to us of certain personal information (as that term is commonly defined under privacy laws and regulations). Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy. The Privacy Policy applicable to you will the be Privacy Policy of the entity with whom you have a customer or potential customer relationship. The Privacy Policy for:

(a) our entities operating as Transaction Network Services, TNS, TNSI or similar is available at https://tnsi.com/privacy-policy/; and

(b) ADVAM entities is available at: https://www.advam.com/privacy/privacy-policy/.

3. Accounts and Resources

3.1 You and your Users must use your Account to access and use the ResourceHub and Resources. We reserve the right to do the following.

(a) Determine which Resources are available to, and accessible by, you and your Users, including based on your Agreement and including the type of availability or access (for example, read-only, or download).

(b) Update, modify, edit, delete, remove, or add Resources in the ResourceHub from time to time without notice. It is your sole responsibility to ensure that you are using the most current versions of any Resources.

3.2 You are solely and fully responsible for:

(a) maintaining the security and confidentiality of your Account, including for any misuse or unauthorised access by any third party;

(b) ensuring any Users of your Account are authorised and do not sure any login or other confidential details;

(c) all activities conducted under your Account;

(d) protecting any content made available to you via your Account, including backing-up, and ensuring the security of such content and taking appropriate measures to protect such content from accidental, unlawful or unauthorised access, use or disclosure.

3.3 If you believe that your Account has been compromised, access by an unauthorised third party, and/or any login information has been compromised, lost or stolen, you must contact us immediately.

4. Your obligations

4.1 You must only use the ResourceHub and the Resources:

(a) for lawful purposes;

(b) for your internal business purposes and/or other purposes authorised by us; and

(c) in a way which does not infringe the rights of any third party or restrict or inhibit anyone’s use of the ResourceHub and the Resources.

4.2 Unless otherwise expressly authorised by us in writing, you must not use any Resources for any commercial purposes and, to the extent that any Resources include any source or object code, such code is provided for demonstration purposes only and must not be used in a live production environment or for commercial purposes.

4.3 You must not, other than expressly permitted in these Terms:

(a) copy, distribute, install, reproduce or in any way provide or make available the ResourceHub or Resources to a third party;

(b) modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the ResourceHub or any Resources for any purpose;

(c) copy, modify, or create derivative works based on the ResourceHub and/or the content available through the ResourceHub, including any Resources (with the exception of any API Documentation, which you may use as a guide to build your application to integrate with any of our APIs, subject to clause 4.2);

(d) use the ResourceHub or any Resources for any activity of an illegal or fraudulent nature, or to violate any law;

(e) infringe the rights, including Intellectual Property Rights and/or privacy or confidentiality rights of any third party;

(f) engage in any activity that may result in injury, death, property damage, and/or liability of any kind; or

(g) post or transmit any unauthorised material, including material that is (in our opinion) offensive, inflammatory, defamatory, racist, obscene or threatening; and/or

(h) engage in conduct which, in our opinion, could be reasonably expected to adversely affect our reputation or result in a liability to us.

4.4 Unless otherwise specified by us, to the extent any Resources are provided to you in an editable format, you must obtain our written approval of any edits (including any modifications, updates, changes or re-designs) to the applicable Resource before you use or make available to any third party. You acknowledge and agree that you are responsible and liable for any such edits.

5. Confidentiality

5.1 A Recipient must:

(a) keep Confidential Information confidential and only disclose, or cause or permit the disclosure of, Confidential Information as permitted by these Terms;

(b) maintain proper and secure custody of Confidential Information and keep it protected from any use, disclosure or access inconsistent with these Terms;

(c) do all things necessary, prudent or desirable to safeguard the confidentiality of Confidential Information; and

(d) comply with the Discloser's reasonable directions about Confidential Information.

5.2 A Recipient must not:

(a) use, or allow the use of Confidential Information for any purpose other than for the purposes of integrating into our products and services;

(b) make, permit, solicit or assist any other person to make, any announcement, public statement, media release or any other communication or disclosure about any Confidential Information; or

(c) to the extent permitted by law, do anything that would put it in a position where it is required by law to disclose Confidential Information.

5.3 A Recipient may disclose Confidential Information to an Authorised Person if:

(a) the disclosure is necessary for the purpose of integrating into our products and services; and

(b) the Authorised Person is informed of the confidential nature of the Confidential Information and is subject to obligations of confidentiality in respect of the Confidential Information that are substantially the same as those contained in this clause.

5.4 The Recipient is responsible to the Discloser for any act or omission of any of its Authorised Persons that would have breached this clause if the act or omission had been by the Recipient.

5.5 A Recipient must at the Recipient's expense:

(a) promptly notify the Discloser in writing if the Recipient suspects, or becomes aware of any unauthorised use or disclosure of any Confidential Information;

(b) promptly take all reasonable steps to prevent or stop any suspected or actual unauthorised use of Confidential Information;

(c) promptly do anything that the Discloser reasonably requires to:

(i) restrain a breach or suspected breach this clause or any infringement or suspected infringement of the Discloser's rights under this clause; or

(ii) enforce these Terms, whether by court proceedings or otherwise; and

(d) ensure that each Authorised Person does each of the things in clause 5.5(a) to 5.5(c) as if the Authorised Person was the Recipient.

5.6 Clauses 5.1 and 5.2 do not apply to the extent that Confidential Information is:

(a) in the possession of the Recipient prior to your acceptance of these Terms without an obligation of confidentiality;

(b) public knowledge (except because of a breach of this clause);

(c) required to be disclosed by law or the rules of a stock exchange on which the securities of the Recipient or an Authorised Person are quoted;

(d) independently developed by the Recipient without reference to the Confidential Information;

(e) disclosed to the Recipient by a third party, who so far as the Recipient is reasonably aware, is not under a duty of confidentiality in respect of such Confidential Information; or

(f) disclosed with the prior written consent of the Discloser.

5.7 If clause 5.6(c) applies, the Recipient must:

(a) disclose only the minimum information legally required to be disclosed; and

(b) (in each case to the extent reasonably possible and to the extent consistent with law):

(i) notify the Discloser of the actual or anticipated requirement to disclose Confidential Information as soon as practicable after it becomes aware of the obligation to disclose, and before disclosure;

(ii) give the Discloser an opportunity to challenge the requirement to disclose, including in a court or other appropriate forum; and

(iii) consult with the Discloser about the form and content of the disclosure and give all reasonable assistance the Discloser requests to prevent or minimise the disclosure.

5.8 The obligations of the parties in relation to confidential information at law (including in equity) are not altered by this clause.

5.9 Each Recipient acknowledges for itself and for each of its Authorised Persons that:

(a) it is aware that any breach of this Agreement may result in the Discloser Group suffering loss for which damages would not be an adequate remedy; and

(b) if there is a suspected or actual breach of this Agreement, the Discloser Group may seek injunctive relief or an order for specific performance of this clause.

5.10 The parties acknowledge that a party is not obliged to:

(a) disclose any information (including Confidential Information) to the other party;

(b) update that information; or

(c) notify the Recipient if it becomes aware of any inaccuracy, incompleteness or change in any information (including Confidential Information) disclosed to the Recipient.

5.11 As soon as practicable on expiry or termination of these Terms or at any other time on the Discloser's written request, the Recipient must:

(a) return to the Discloser Confidential Information in the Recipient's or an Authorised Person's possession or under the Recipient's or an Authorised Person's control; or

(b) destroy Confidential Information so that it is incapable of being accessed; and

(c) confirm in writing that all Confidential Information has been returned or destroyed in accordance with clause 5.11.

5.12 A Recipient or an Authorised Person may retain Confidential Information that:

(a) it is required to retain by law, regulation or a government authority;

(b) it is required to retain for its insurance or risk management policies or to comply with any professional standards applicable to the Recipient or Authorised Person; and

(c) is stored electronically on servers as a result of automatic data archiving or back-up in accordance with the normal practices of the Recipient (or its Authorised Person/s).

5.13 Any Confidential Information retained under clause 5.125.12(a) remains subject to this clause, despite expiry or termination of these Terms. The return or destruction of Confidential Information in accordance with clause 5.12 does not relieve the Recipient from any of its other obligations under these Terms.

5.14 A Discloser holds the benefit of this clause on trust for and may enforce this clause directly against the Recipient on behalf of, each member of the Discloser Group, even though those entities are not parties to these Terms.

6. Suspension or termination

6.1 You may terminate your Account by using the contact form available on the website of the entity with whom you have a customer or potential customer relationship.

6.2 We reserve the right to suspend or terminate your Account and/or access to the ResourceHub and/or some or all Resources for any reason, including if you or any of your Users, breaches these Terms. Suspension or termination of your Account does not prejudice our rights and remedies for breach of these Terms by your or your Users.

6.3 Upon termination of your Account:

(a) these Terms will terminate, subject to clauses 5.13 and 12.6;

(b) we will deactivate your Account and access to the ResourceHub and Resources;

(c) you must cease using the ResourceHub and any Resources (including if you have downloaded them); and

(d) each party must, on request, return or securely destroy all Confidential Information in that party’s control in accordance with clause 5.

7. Availability and maintenance

7.1 We do not guarantee that the ResourceHub will be continuous, uninterrupted, or fault free. You acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems.

7.2 We reserve the right to update and carry out scheduled maintenance of the ResourceHub and in doing so may suspend access to, or functionality on, the ResourceHub from time to time.

7.3 We do not accept responsibility or liability for any Loss or Consequential Loss suffered by you or any third party arising from any unavailability of the ResourceHub for any reason.

8. Warranties and limitation on liability

8.1 Each party represents and warrants to the other that:

(a) it has the corporate power to enter into and perform its obligations under these Terms and to carry out the transactions contemplated by these Terms; and

(b) there are no pre-existing rights or obligations which would prevent it from complying with its obligations under these Terms.

8.2 You are solely responsible for determining whether the ResourceHub and any Resources are suitable for your needs.

8.3 Subject to any express warranties in these Terms, but otherwise to the fullest extent permitted by law, we exclude all warranties, conditions and representations in whatever form, relating to the ResourceHub and the Resources, including any warranties or representations relating to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use or the security and operation of the ResourceHub, including that the ResourceHub and/or any Resources will produce any particular outcomes for the Customer and/or that it will be bug, virus or error free.

8.4 Your use of the ResourceHub and any Resources is entirely at your own risk. None of the information and/or materials provided through the ResourceHub, including the Resources, or otherwise by us, is in the nature of advice. Information and/or materials provided through the ResourceHub, including the Resources, is general in nature and subject to change and we have no obligation to verify and/or update such information or materials.

8.5 Notwithstanding any other provision of these Terms and to the fullest extent permitted by law, in no case will we, our directors, officers, employees, affiliates, agents, contractors, principals, or licensors be liable to you, your users or any third party, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise, for any direct Loss, Consequential Loss, and/or any direct, indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of revenue, business interruption or a security breach (whether direct or indirect) arising out of or in connection with your (and your Users’) use of the ResourceHub and any Resources and/or otherwise in connection with these Terms.

9. Your indemnity

You indemnify us and our directors, officers, employees, affiliates, agents, contractors, principals, or licensors and you are responsible for any Loss incurred by us as a result of:

(a) your (or your Users’) breach of these Terms;

(b) our enforcement these Terms;

(c) your (or your Users’) use of the ResourceHub and any Resources;

(d) any third party claims related to any materials you provided in accordance with clause 10.2 below; and/or

(e) any edits made to any Resources in accordance with clause 4.4 of these terms.

10. Intellectual property and third party products and links

10.1 We own, or are the licensee of, all rights (including Intellectual Property Rights), title and interests in and to the ResourceHub (including any source or object code, translations, compilations, partial copies and derivative works) and the Resources as well as other accompanying materials or documentation and/or any variations, modifications, adaptations, developments and/or derivatives of the ResourceHub and and/or any accompanying materials or documentation, including that are created by and/or for you in connection with the use of the ResourceHub or any Resources, excluding your materials referred to in clause 10.2 below. Ownership of all rights (including Intellectual Property Rights), title and interests in and to any edits you make to Resources in accordance with clause 4.4 of these Terms vests in us immediately upon creation.

10.2 You acknowledge and agree that we may incorporate your name, brands, logos and/or other information or material that you provide to us within certain Resources from time to time. You warrant that you have the right to authorise us to do so when you provide us with such materials.

10.3 The ResourceHub may contain links to third-party websites, products, and services. We do not make any representations or warranties in relation to, and we exclude all liability from, third party websites, products and services. Your use of, and access to, such third-party websites, products, and services may be subject to additional fees and separate terms issued by the third party owners and operators of the websites, products and services.

11. Notices

11.1 A notice or other communication under this agreement is only effective if it is in writing and it is received in full and legible form at the addressee’s email address.

11.2 You must contact us with any notices or other communication to us in respect of these Terms by using the contact form available on the website of the entity with whom you have a customer or potential customer relationship.

11.3 A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered.

12. General

12.1 Nothing in these Terms will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in these Terms, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.

12.2 We may sub-contract the performance of any part of our obligations and/or services to any third party.

12.3 The failure of either party to enforce any provisions under these Terms will not waive the right of such party thereafter to enforce any such provisions.

12.4 If any term or provision of set out in these Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.

12.5 We may assign or novate these Terms to a third party without prior notice to you. You may not assign, sub-licence, transfer, lease, rent, sell or share any of its obligation or rights under these terms.

12.6 Any warranty, indemnity, or obligation of confidentiality in these Terms will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives expiry or termination of these Terms.

12.7 These Terms are governed by, and construed in accordance with, the laws of the country in which the entity who you have a customer, or potential customer, relationship with is located. The parties agree to submit to the non-exclusive jurisdiction of the courts of that same country.

13. Definitions

13.1 In these Terms, defined terms have the meaning given to them throughout the Terms and, unless the context otherwise requires:

Affiliate means, in respect of a company or other business entity, any company or other business entity Controlled by, Controlling, or under the common Control of a third party that also Controls that company or other business entity from time to time.

API Documentation means any documentation that relates to any of our entities’ application programming interfaces (or APIs), which includes information as to how to build applications to integrate with our APIs.

Authorised Person means any director, officer, employee, contractor, representative, agent, or advisor of the Recipient and, where we are the Recipient, any director, officer, employee, contractor, representative, agent or advisor of an Affiliate of us.

Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, disclosed by a party (or an Affiliate of a party) to the other party (or an Affiliate of the other party) in connection with these Terms, before, on or after the date these Terms are accepted by you, relating to the business, technology or other affairs of the Discloser of the information. In the case of us, Confidential Information includes the Resources.

Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.

Control means the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty per cent (50%) or more of the voting interest, by contract, or otherwise (and Controlled and Controlling are to be construed accordingly).

Discloser means a party which discloses Confidential Information (or on whose behalf Confidential Information is disclosed) to another party.

Discloser Group means the Discloser and its Affiliates.

Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, third party network, server and/or power outages, strikes or industrial disputes, riots, terrorist acts, civil disturbances, pandemics or epidemics, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority (including public health others), which:

(a) directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and

(b) is beyond the reasonable control of that party.

Intellectual Property Rights means all intellectual property rights throughout the world, including all registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, moral rights, confidential information, patents, inventions, discoveries and domain names and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation.

Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.

Recipient means the party to which Confidential Information is disclosed.

Resources means any content, guides, resources, documentation (including API Documentation), information, software (including source or object code), brochures, marketing materials, presentations, or other information or materials, in whatever form, made available to you for use, download, or access as part of the ResourceHub.

Agreement means an agreement in place (including all schedules, orders, amendments, and other related documentation) between you and us, including for example, a services agreement for the provision of goods and/or services by us to you and/or any partner agreements between us and you.

User means any of your authorised representatives who use or accesses the ResourceHub through your Account.