Last Update: 8th June 2018PROVISO END USER TERMS
If you are a Third Party Institution, additional terms and conditions located at PROVISO INSTITUTION SERVICES AGREEMENT apply.
For the purposes of these End User Terms:
You – means the end user that is accessing or using the Services;
Proviso, we or us – means Proviso Pty Ltd ACN 166 277 845 (an illion company) and also (a) illion Australia Pty Ltd (ABN 95 006 399 677) where you are accessing the Services via a ".com.au" Website, or (b) illion New Zealand Marketing Services Limited (Co. No. 6398759) where you are accessing the Services via a ".co.nz" Website.
Our services involve:
(a) automated data retrieval from banks and credit unions in Australia;
(b) automated income and expense verification;
(c) the option to authorise automated bank statement retrieval; and
(d) other products and services to facilitate dealings with third party institutions,
and are provided on a "software-as-service basis" via the following websites (each a
- (i) https://proviso.com.au/;
- (ii) https://bankstatements.com.au/;
- (iii) https://proviso.com.au/bankfeeds/;
- (iv) https://proviso.co.nz/;
- (v) https://bankstatements.co.nz/;
- (vi) https://proviso.co.nz/bankfeeds/; or
- (vii) other channels that allow you and End Users to access our Services,
- We grant you a non-exclusive, non-transferable, royalty-free, limited licence to use the Services (via the Websites) for your personal and non-commercial use in accordance with these End User Terms.
- Where you are accessing our Services as the client of a third party business that
provides credit, credit assistance or other services to you (Third Party Institution),
you acknowledge that:
- (a) the Services involve allowing your authorised Third Party Institution access to the extracted data; and
- (b) we are in no way responsible for your relationship with that Third Party Institution, or the Third Party Institution's products, services, acts or omissions.
- Our services involve: (a) automated data retrieval from banks and credit unions in Australia; (b) automated income and expense verification; (c) the option to authorise automated bank statement retrieval; and (d) other products and services to facilitate dealings with third party institutions, and are provided on a "software-as-service basis" via the following websites (each a Website):
- TERM & ELIGIBILITY
- Your access to the Services continues until either party gives 30 days' prior written notice to cancel, or the Services are suspended or terminated in accordance with clause7.
- To be eligible to use our Services you must be 18 years of age or older, and meet our identity verification requirements. You must register for the Service in your personal capacity, and not on behalf of any other person (except where you register on behalf of a company, in which case you warrant you are the authorised representative).
- USER INFORMATION & WARRANTIES
- You are responsible for providing, updating and maintaining, correct (a) information about yourself including your registration, usernames, banking credentials and other information for third party web sites, and (b) information that we access and extract from third party websites at your request (collectively, User Information).
- You warrant that:
- (a) you possess the legal authority to provide all relevant User Information to us (eg you must be the relevant bank account holder, or you have permission of joint account holders);
- (b) you will at all times comply with all relevant laws and regulations; and
- (c) Your User Information is true, accurate, current, complete and not misleading.
- PROHIBITED CONDUCT
- You must not:
- (a) cause or permit the reverse engineering, modification, disassembly or decompilation of the Services or any software forming part of it;
- (b) copy, distribute, transmit, display, reproduce, publish, sub-license, create derivative works from, transfer, or sell or re-sell the Services or any information, software, products, or services obtained from or through the Website;
- (c) manipulate the Services in a manner that would lead to inaccurate, misleading or discriminating presentation of information being displayed;
- (d) do anything that compromises the security and/or stability of the Services, or interferes with or inhibits any other user of the Services;
- (e) use the Services to send unsolicited email messages;
- (f) attempt to or tamper with, hinder or modify the Services or attempt to or knowingly transmit viruses, malicious or harmful code or other disabling features to the Services or via the Services;
- (g) use our Services in any way that competes with our business.
- You must not use the Services for any activities, or to post or transmit any material,
- (a) would cause you or us to breach any law, regulation, rule, code or other legal obligation (including any privacy law or intellectual property right);
- (b) defames, harasses, threatens, menaces, offends or restricts any person;
- (c) is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;
- (d) would bring us, or the Services, into disrepute;
- (e) impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including us.
- We reserve the right to monitor your use of the Services.
- You must not:
- INTELLECTUAL PROPERTY RIGHTS
- Our Services contains intellectual property which is owned by or licensed to us and is protected by Australian, New Zealand and international laws, including but not limited to the trademarks, trade names, software, content, design, images, graphics, layout, appearance, layout and look of our Services.
- You agree that, as between you and us, we own all intellectual property rights in the Services, and that nothing in these End User Terms constitutes a transfer to you of any intellectual property rights.
- You must ensure that your disclosure of User Information to us complies with all relevant Privacy Laws.
- TERMINATION & SUSPENSION
- Without limiting any other rights under these End User Terms, a party may terminate this agreement by written notice if the other party breaches any provision of these End User Terms and fails to remedy the breach within 20 days' written notice.
- We reserve the right to deny or suspend your access to the Services at any time, for any reason whatsoever (including any breach of these End User Terms), at our absolute discretion. Where it is possible for us to contact you directly, we will notify you of any suspension or termination and the reasons for it.
- CHANGES AND MODIFICATIONS
- We may amend the End User Terms from time to time in our sole discretion by publishing an updated version of the End User Terms on the Website. You should check the End User Terms regularly, prior to using the Website, to ensure you are aware of any changes, and only proceed to use the Website if you accept the new End User Terms. Your continued use of our Services following any amendments indicates that you accept the amendments.
- We reserve the right to change or discontinue, temporarily or permanently, any Services at any time without notice, and without liability to you. If we cancel any Service (where such cancellation is not due to your acts or omissions or breach of the End User Terms) we will endeavour to provide you 1 week's notice.
- Our Services may contain links to websites owned by third parties. We do not control, recommend, endorse, sponsor or approve third party websites, including any information, products or services mentioned on those third party websites, and are not liable in any way for your access to those links.
- DISCLAIMER & LIABILITY
- While we use reasonable efforts to provide the Services in accordance with their stated
description, you acknowledge the following (to the extent permitted by law and subject
to clause 11.2):
- (a) The Services are provided strictly on an "as is" and "as available" basis;
- (b) We exclude all liability to you for any:
- (i) inaccuracy, incompleteness, or inappropriateness of the Services;
- (ii) delay or unavailability of the Services, or the Services being out-of-date;
- (iii) data loss or corruption, or any viruses or other harmful components associated with Services; and
- (iv) use of the Services by you, including any decisions made or outcomes based on the Services,
- (c) We are not liable to you (whether in contract, tort, negligence or otherwise) for any loss of profit, revenue, anticipated savings, goodwill, reputation or opportunity, or any other indirect or special loss or damage; and
- (d) To the extent we have any liability to you in relation to the Services or under these End User Terms (other than for our fraud, breach of clause6 (Privacy) or under the indemnity in clause 12.2), our liability is limited to resupply of the Services.
- You acknowledge that the Services may assist you in dealing with Institutions, but we are not providing you with any legal, taxation, financial or other advice about the suitability or appropriateness of any service and we express no opinion on any service or Institution.
- While we use reasonable efforts to provide the Services in accordance with their stated description, you acknowledge the following (to the extent permitted by law and subject to clause 11.2):
- IMPLIED WARRANTIES
- To the maximum extent permitted by law, and subject to clause 11.2, any representation, warranty, condition, guarantee or undertaking that would be implied into these End User Terms by legislation or otherwise is excluded.
- Nothing in these End User Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Consumer Law or any other applicable law that cannot be excluded, restricted or modified ('Non-Excludable Obligation'). However to the fullest extent permitted by law, our liability for a breach of a Non-Excludable Obligation is limited, at our option, to the cost of supplying the Services again or payment of the cost of having the Services supplied again.
- For the purposes of the above, "Consumer Law" means (a) in Australia, as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth); and (b) in New Zealand, as set out in the Fair Trading Act 1986 (NZ) and the Consumer Guarantees Act 1993 (NZ).
- You indemnify us from any Third Party Claims against us which arise due to your breach of the End User Terms.
- We indemnify you from any Third Party Claims against you which arise due to our Services infringing a third party's intellectual property rights (other than due to your User Information, or any acts or omissions by you). If our Services are alleged to infringe a third party's intellectual property rights, we may, at our sole option and expense, elect to modify or replace the Services so they are non-infringing, or cancel supply of the Services and terminate this agreement. To the extent permitted by law, this clause states our sole liability, and your sole remedy, with respect to our Services infringing a third party's intellectual property rights.
- Each party's liability under an indemnity is reduced to the extent that liability was caused or contributed by the other, and an indemnified party must: (i) promptly give written notice to the indemnifying party of the Third Party Claim; and (ii) allow the indemnifying party to conduct the defence and settlement of that claim (provided the indemnified party is not detrimentally impacted.
- For the purposes of this clause Third Party Claim means any claim, suit, action or demand by a third party, and will include any directly related liability, cost, damage or expense (including a fine or penalty imposed by a regulator).
- Each party must (unless expressly agreed otherwise): (a) use Confidential Information only for the purposes of the Services; and (b) keep confidential all Confidential Information and only disclose Confidential Information of the other party to its Personnel who need to know for the purposes of providing the services.
- The confidentiality obligations in clause 13.1 do not apply to information that: (a) is or becomes legally in the public domain at the time of disclosure without a breach of clause 13.1; (b) is legally obtained from a third party; (c) was in already in the possession of a party at the time of disclosure without any associated obligation of confidentiality; (d) has been independently developed by a party; or (e) is required to be disclosed by law or the rules of a stock exchange.
- For the purposes of this clause, Confidential Information means all information that could be reasonably regarded in the circumstances as confidential and not part of the public domain, including, without limitation, information relating to the terms of this agreement or a party's business affairs.
- FORCE MAJEURE
- Neither party shall be liable for non-performance or delays caused by an external event beyond the reasonable control of a party, including, without limitation, acts of war, terrorism, cyber or data security attack, civil commotion, epidemic, natural disasters, blockades, embargoes, strikes and lockouts, any other acts of god or act of any government or governmental agency (Force Majeure Event). If the Force Majeure Event continues for a period of 60 days or more, the party not relying on the Force Majeure Event may terminate the affected Services Agreement.
- You agree that any notices or other communications may be provided to you electronically via a notice on the Website, or via the email you have provided as part of the registration process. You may send notifications to us in relation to your use of the System via email@example.com.
- (Assignment) A party must not assign or novate this agreement, except with the prior written permission of the other party (not to be unreasonably withheld). However we may assign our rights or novate this agreement to any of our group companies or in connection with a merger or consolidation involving us or the sale of substantially all of our assets.
- (Severability) If any part of these terms is illegal or unenforceable, it will be severed from these terms and the remaining terms will continue in full force and effect.
- (Delay) No delay or failure by either party to exercise a right under these terms prevents the exercise of that right or any other right on that or any other occasion.
- (Survival) Any provision of these End User Terms which is by its nature a continuing obligation will survive termination of these End User Terms (eg clause 10 (Disclaimer & Liability) clause 11 (Implied Terms) and clause 12 (Indemnity)).
- (Laws) These End User Terms are governed by the laws of Victoria, Australia (when you are accessing Services via a ".com.au" Website), and the laws of New Zealand (when you are accessing the Services via a ".co.nz" Website).
- (Interpretation) A word importing the singular includes the plural and vice versa, and references to "including" shall be construed as "including, without limitation.