Our complete terms and conditions are contained below, but some important points for you to know before you register with us for the API are set out below:
Nothing in these Terms limits your rights under any applicable Consumer Laws.
Introduction 1.1 These Terms and Conditions (Terms) are entered into between Sahha Pty Ltd ABN 26 649 986 505, unless you are in New Zealand, in which case these Terms are between Sahha (New Zealand) Ltd NZBN 8260462 (together, we, us or our) and you, the person or entity that registered with us to use our API (you or your), together the Parties and each a Party.
1.2 For the avoidance of doubt:
(a) if you are in New Zealand, then you are contracting with Sahha (New Zealand) Ltd NZBN 8260462;
(b) if you are in any other country, including Australia, you are contracting with Sahha Pty Ltd ABN 26 649 986 505;
(c) a reference to “we”, “our” or “us” is a reference to the entity that you are contracting with, depending on where you are based; and
(d) Sahha (New Zealand) Ltd NZBN 8260462 and Sahha Pty Ltd ABN 26 649 986 505 are not jointly liable for any Liability arising under or in connection with these Terms.
1.3 We own and operate a cloud-based analytic software service. You wish to have access to the API in order to interact with our software. 1.4 If you are using the API on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
Acceptance and Term
2.1 You accept these Terms by the earlier of:
(a) confirming that you accept these Terms via the platforms or applications through which we provide these Terms to you, including our website;
(b) registering to use the API;
(d) confirming by email, or any electronic executions platform acceptable to us, that you accept these Terms; and
(e) instructing us (whether orally or in writing) to proceed with the provision of the Services.
2.2 These Terms will commence on the Commencement Date and will continue until 11:59pm on 31 July 2022, unless earlier terminated (Term).
Registration
3.1 To access the API, you will need to request an API key from us (API Key).
3.2 We will review your request for an API Key and may contact you to obtain further details. We may, at our absolute discretion, accept or reject a request. If we reject your request, we will provide you with written notice of your unsuccessful request within a reasonable amount of time and these Terms will immediately terminate. If we accept your request, we will provide you with the API Key via our Sahha Web App, which will include any relevant materials for you to access the API.
Services 4.1 In consideration of your payment of the Fees (or if no Fees are payable, in consideration of your performance of your obligations under these Terms and you paying $1 to us, deemed payable on demand), we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel. We will commence the provision of the Services within a reasonable time after the start of the Term.
4.2 If these Terms express a time within which the Services are to be provided, you agree that such time is an estimate only, and creates no obligation on us to provide the Services by that time.
4.3 You agree that we may amend the Services at any time by providing written notice to you. If you do not agree to any amendment made to the Services, and you can demonstrate the changes have an adverse impact on you, you may terminate these Terms in accordance with clause 15.
API Licence 5.1 Your use of the API and any data made available to you through use of the API (API Data) (including use of the API through a third-party application that uses the API) is subject to compliance with these Terms.
5.2 Subject to your compliance with these Terms, we grant you and your Authorised Users (as defined below) a non-transferrable, non-exclusive, revocable licence (without the right to sublicense) to use the API solely as necessary to allow you, once an End User has consented, to access sensor data belonging to the End User (the Licence).
5.3 You may authorise your Personnel including any developers you contract with, acting in the ordinary course of business and directly working for or managed by you to access and use the API as a user (Authorised User). You must ensure that each user using or accessing the API does so in accordance with these Terms and you are liable for the acts or omissions of your Authorised Users.
5.4 Once an API Key has been issued to you, we will provide you with an account (Account) and issue you with API credentials which you must use to access the API (Access Credentials). You should keep your Access Credentials secure and confidential as you will be solely responsible for any activities occurring in relation to the Access Credentials. We may replace your Access Credentials at any time with notice. You may request multiple Access Credentials but we may prevent access to the API via the Account if you:
(a) have opened an excessive number of them; or
(b) have created multiple Access Credentials to bypass any technical limits or restrictions of the API as set out in the Documentation.
5.5 If your Access Credentials are suspended, you must not attempt to circumvent such suspension by registering for new Access Credentials.
5.6 If we issue a token that permits you to access an End User’s data (Access Token), you can only use that Access Token for the specific purpose for which you have been provided the Access Token and cannot use that Access Token with any other application. You must not sell, trade or give an Access Token to any third party without our prior written consent. You must take reasonable measures to safeguard Access Tokens and Access Credentials from unauthorised use or access.
5.7 You shall not (and shall not allow any third party, including your Authorised Users or Personnel, to):
(a) analyse, reverse engineer, attempt to replicate the underlying ideas, algorithms and source code of the API;
(b) transmit any viruses, worms, defects, Trojan horses, malware or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data;
(c) remove, obscure, or alter any of our terms of service or any links to or notices of those terms;
(d) interfere with or disrupt the API or the servers or networks providing the API;
(e) defame, abuse, harass, stalk or threaten others; or
(f) use the API or any other technology in a manner that accesses or uses any information beyond what we allow under these Terms; that changes our services; that breaks or circumvents any of our technical, administrative, process or security measures; that disrupts or degrades the performance of our services or the API; or that tests the vulnerability of our systems or networks.
5.8 You acknowledge and agree that you are responsible for ensuring the security of any API Data, including any data or Personal Information relating to End Users.
5.9 You must not use the API in violation of any law or regulation (including Consumer Data Rights Laws and Privacy Laws), or rights of any person, including Intellectual Property Rights, rights of privacy or in any manner inconsistent with these Terms or any other of our agreements to which you are subject.
5.10 We do not guarantee any level of compatibility between the API and any of your Systems. You will be responsible for your own costs in relation to accessing the API and any other integration work or testing required to access the API.
5.11 We may, from time to time, perform such reasonable scheduled and emergency maintenance, modifications and updates in relation to the API in order to continue to supply the API to you (Maintenance). You agree that access to, or the functionality of all or part of the API, may need to be suspended for a time in order for us to perform the Maintenance, and to the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the API as a result of any Maintenance. We will use reasonable commercial endeavours to notify you of any Maintenance which may materially interrupt your use of the API. We may require you to make any changes to your Systems that are necessary and required as a result of such Maintenance, at your sole cost and expense and as soon as reasonably practicable after receipt of our notice.
Your Obligations
6.1 You agree to:
(a) comply with these Terms, our reasonable requests or requirements, and all applicable Laws, including any applicable Privacy Laws; and
(b) provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under these Terms or at Law.
6.2 You acknowledge and agree that:
(c) your use of the API must be in accordance with our instructions, including the latest Documentation provided by us, and any reasonable requirements for best practice use communicated to you by us;
(d) the API provided to you will only allow you to access the API Data in relation to the End User;
(a) you will inform End Users that you will be using our API to access their data and seek their express consent before doing so;
(e) the technical processing and transmission of the Services, including API Data, although encrypted, involves transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices; and
(f) should you wish to provide goods or services to End Users in connection with the API, you will be required to enter an agreement between you and the End User on mutually agreed terms and conditions. We are not a party to any agreement between you and the End User.
Fees and Payment Terms
7.1 Where we accept your request for an API Key, you are required to pay the Fees outlined on our website prior to us providing you with an Account and Access Credentials. All Fees are in $USD, $NZD or $AUD unless stated otherwise.
7.2 Where you are accessing the Services in sandbox mode, there will be no Fees for the duration of the Term.
7.3 The payment methods we offer for the Fees are set out on the website. We may offer payment through a third-party provider such as Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions. If applicable, you may issue purchase orders to us for the Services. We may issue invoices to you for any Services provided in relation to any purchase orders you have issued. You agree to pay our invoices in accordance with their terms
7.4 You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.
7.5 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the Services.
Warranties
8.1 You represent, warrant and agree that:
(a) there are no legal restrictions preventing you from entering into these Terms;
(b) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(c) you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
(d) the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent;
(e) any information, advice, material, work and services (including the Services) provided by us under these Terms does not constitute legal, financial, merger, due diligence or risk management advice;
(f) you will be responsible for the use of any part of the Services by you and any Authorised Users, and you must ensure that no person uses any part of the Services:
i. to break any Law or infringe any person’s rights (including Intellectual Property Rights);
ii. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
iii. in any way that damages, interferes with or interrupts the supply of the Services;
(g) you are not and have not been the subject of an insolvency event;
(h) if applicable, you hold a valid ABN which has been advised to us; and
(i) if applicable, you are registered for GST purposes.