INTRODUCTION
LEGAL DETAILS
DEFINITIONS
LICENCE
DATA PRIVACY AND SECURITY
CONFIDENTIALITY
LIABILITY AND INDEMNITY
TERMINATION
INTELLECTUAL PROPERTY RIGHTS
DISPUTE RESOLUTION
FORCE MAJEURE
MISCELLANEOUS
Terms of Licence for Bearer API Services
The “Bearer” delivery application system (Platform) is developed and maintained by SeyCo Pty Ltd ACN 626 871 225 (Bearer). Bearer is making available its API software to your organisation or business as our partner (the Partner) to integrate Bearer’s Platform with the Partner’s software package for managing delivery services or other related functionalities (Delivery Management System). These Terms form a binding contractual agreement between Bearer and the Partner. Bearer reserves the right to vary these Terms by publishing a new version of the Terms and notifying the Partner. The Partner must accept and agree to the updated Terms to continue accessing the service.
By installing the API software on the Delivery Management System or otherwise enabling services to be requested or managed using the Delivery Management System through to the Platform, the Partner acknowledges and agrees that they have read, accepted, and will comply with these Terms. The Partner must only perform such integration if they comply with these Terms.
1.
Introduction
SeyCo Pty Ltd (trading as Bearer) provides an API service ("Bearer API") to facilitate various functionalities for its partners, including Business Users, Developers, and Platforms. These Terms of Licence ("Terms") govern the use of the Bearer API. By using the Bearer API, you agree to comply with these Terms.
Legal Details:
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Company: SeyCo Pty Ltd (trading as “Bearer”)
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ABN: 64 626 871 225
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Contact: legal@bearer.au
2.
Definitions
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API: Application Programming Interface provided by Bearer.
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Business User: An entity using Bearer’s Business Portal to place delivery orders.
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Developer: An individual or entity using the API documentation to implement API codes.
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Platform: An online service integrating Bearer APIs to provide services to end users.
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Confidential Information: Any non-public information disclosed by either party under this agreement.
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Personal Information: Information about an individual as defined in the Privacy Act 1988 (Cth).
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Intellectual Property Rights: All proprietary rights, including patents, trademarks, service marks, copyrights, trade secrets, and other intellectual property rights.
3.
Licence
3.1
Grant of Licence
Bearer grants a non-exclusive, non-transferable, non-sublicensable licence to use the API for integrating Bearer's services into your systems.
3.2
Scope of Use
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Business Users: May use the API solely for placing and managing delivery orders.
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Developers: May use the API for development and integration purposes.
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Platforms: May use the API to provide access to Bearer’s services to end users.
3.3
Restrictions
You may not:
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Reverse-engineer, decompile, or disassemble the API.
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Use the API to create a competing service.
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Use the API in any unlawful manner or for any unlawful purpose.
3.4
Ownership of Data
Bearer retains all rights, title, and interest in and to all data provided through the API, including data accessed, retrieved, or generated by the API.
3.5
Audit Rights
Bearer reserves the right to audit your use of the API to ensure compliance with these Terms. You agree to cooperate with such audits and provide reasonable assistance and access to information.
4.
Data Privacy and Security
4.1
Personal Information
Both parties agree to comply with the Privacy Act 1988 (Cth) concerning the handling of Personal Information. Bearer may collect and process Personal Information solely for the purpose of providing the API services.
4.2
Data Security
You must implement reasonable security measures to protect the data accessed via the API. Any data breaches must be reported to Bearer immediately.
4.3
Data Use
You may use data obtained through the API solely for the purposes permitted under these Terms. You may not use this data for any purpose not expressly authorized by Bearer.
5.
Confidentiality
5.1
Confidential Information
You agree to maintain the confidentiality of all Confidential Information disclosed by Bearer. This obligation continues even after termination of the agreement.
5.2
Permitted Disclosures
You may disclose Confidential Information only to employees, agents, or contractors who need to know the information to carry out the permitted use of the API, provided they are bound by confidentiality obligations.
6.
Liability and Indemnity
6.1
Disclaimer
The API is provided "as is" without any warranties, express or implied. Bearer does not warrant that the API will be error-free or uninterrupted.
6.2
Limitation of Liability
To the extent permitted by law, Bearer's liability for any claim arising under these Terms is limited to resupplying the services or paying the cost of resupplying the services.
6.3
Indemnity
You agree to indemnify Bearer against any claims, losses, or damages arising from your use of the API, including any breach of these Terms.
7.
Termination
7.1
Termination by Bearer
Bearer may terminate these Terms with 30 days' notice or immediately if you breach any of the Terms.
7.2
Termination by User
You may terminate these Terms at any time by ceasing all use of the API and deleting all associated data.
7.3
Consequences of Termination
Upon termination, you must immediately cease all use of the API, delete any data obtained through the API, and certify such deletion to Bearer upon request.
8.
Intellectual Property Rights
8.1
Ownership
All intellectual property rights in the API, including software, documentation, and data, remain with Bearer. You are granted no rights or licences other than those expressly provided in these Terms.
8.2
No Use of Bearer Branding
You may not use Bearer's name, logo, or branding without Bearer's prior written consent, except as necessary to identify the source of the API.
8.3
Feedback
Any feedback provided by you regarding the API may be used by Bearer to improve the API, and you grant Bearer a non-exclusive, perpetual, irrevocable, royalty-free licence to use, modify, and incorporate such feedback into its products and services.
9.
Dispute Resolution
9.1
Negotiation and Mediation
Any disputes arising out of or in connection with these Terms shall be resolved through good-faith negotiation. If the dispute cannot be resolved, it shall be submitted to mediation before resorting to litigation.
9.2
Governing Law
These Terms are governed by the laws of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.
10.
Force Majeure
Bearer shall not be liable for any failure or delay in the performance of its obligations due to events beyond its reasonable control, including natural disasters, pandemics, government actions, or other unforeseen events.
11.
Miscellaneous
11.1
Modifications
Bearer reserves the right to modify these Terms at any time. Continued use of the API constitutes acceptance of the revised Terms.
11.2
Entire Agreement
These Terms constitute the entire agreement between the parties regarding the API and supersede all prior agreements.
11.3
Assignment
You may not assign or transfer any rights or obligations under these Terms without Bearer's prior written consent.
11.4
Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
11.5
Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
v1.0.110 – Aug 2024
SeyCo Pty Ltd | Bearer
