PEXA API Development & Testing Terms & Conditions

PEXA API Portal Terms and Conditions

Introduction
These are the terms and conditions on which Property Exchange Australia Limited (PEXA) will provide your organisation with access to the Portal. You must click the “I Accept” button at the end of these terms and conditions before PEXA will grant you with access to the Portal. By clicking “I Accept” you agree that your organisation will be bound by these terms and conditions when accessing the Portal.

Meaning of words
The following meanings are given to these words unless the context otherwise requires:

“Class” means the category of integration.
“Confidential Information” means the information contained in the Portal and includes the PEXA API Material.
“Conveyancing Transactions” has the meaning given to it in the ECNL.
“ECNL” means the Electronic Conveyancing National Law as adopted or implemented in the relevant jurisdiction, as amended from time to time.
“Fee Schedule” means a schedule of fees for the Class that will be made available by PEXA upon request.
“Intellectual Property Rights” has the meaning given to it in the Operating Requirements.
“Non-Production Environment” means the PEXA testing environment which You can access to undertake development and testing.
“Operating Requirements” means the operating requirements determined by each land registrar pursuant to section 22 of the ECNL in the applicable jurisdiction (as amended from time to time).
“PEXA APIs” means the application program interfaces and web services that PEXA is willing to make available to You to enable integration with the PEXA Platform.
“PEXA API Material” means all material which PEXA owns or has a licence to use and which is provided or otherwise made available by or on behalf of PEXA to You for the purposes of integration and includes the PEXA APIs, PEXA Eligibility Criteria, PEXA Activation Manual, PEXA Technical Requirements, PEXA Development & Testing Instructions and Fee Schedule.
“PEXA Activation Manual” means the manual which establishes how activation must occur, which is available on the Portal.
“PEXA Eligibility Criteria” means the requirements that all persons in the Class must meet in order to be eligible for integration, which is available on the Portal.
“PEXA Platform” means the platform operated by PEXA that enables electronic lodgement and financial settlement of Conveyancing Transactions and includes the ELN operated by PEXA and the Production Environment.
“PEXA Technical Requirements” means the technical requirements that all integrators in the Class must meet in order to access the Production Environment, which are available on the Portal.
“PEXA Development & Testing Instructions” means the instructions that establish how development and testing must occur, which are available on the Portal.
“Personal Information” has the meaning given to it in the Privacy Act 1988 (Cth).
“Portal” means the PEXA API Development & Testing Portal and includes the Non-Production Environment.
“Privacy Laws” means all legislation, principles and industry codes relating to the collection, use, disclosure, storage or granting of access rights to Personal Information, including the Privacy Act 1988 (Cth) and any State or Territory privacy legislation.
“Production Environment” means the PEXA environment which is live and used to carry out Conveyancing Transactions.
“Purpose” means developing and testing Your interface between the PEXA Platform and Your platform in accordance with the PEXA Development & Testing Instructions.
“You” and “Your” means your organisation on whose behalf you are accessing the Portal.

Development and testing

• You may only access the Portal for the Purpose.
• You are responsible for developing and testing Your system interface between the PEXA Platform and Your platform. PEXA is under no obligation to assist You in the development and testing of Your system interface between the PEXA Platform and Your platform.
• Should You require development and testing assistance from PEXA, PEXA may enter into a separate agreement with You and may charge You a fee in accordance with the Fee Schedule.
• You must notify PEXA once You have completed development and testing and are ready to access the PEXA APIs in the Production Environment.
• Before PEXA grants You with access to the Production Environment, you must:
  • Provide evidence to PEXA’s reasonable satisfaction that You meet the PEXA Eligibility Criteria and the PEXA Technical Requirements; and
  • enter into an integration agreement for the relevant Class with PEXA.
• You acknowledge that PEXA may restrict Your access to the Portal if You have not accessed the Portal for a continuous period of 60 days.

Licence to use the PEXA APIs

On and from the date on which PEXA provides You with access to the Portal, PEXA grants to You a non-exclusive, limited, non-transferable, personal right to use the Portal for the Purpose.

Confidentiality

• You agree that the Confidential Information is proprietary and confidential to PEXA. You must only use the Confidential Information for the Purpose and You must not disclose the Confidential Information to any third party.
• You must immediately notify PEXA if You become aware of any breach of Your obligations in this clause or any other unauthorised access, use, disclosure or copying of Confidential Information by any third party.

Privacy

• The parties undertake to comply with the Privacy Act 1988 (Cth) and any other Privacy Laws in relation to the handling of Personal Information which comes into either party’s possession or control in connection with your use of the Portal.
• Before providing any Personal Information associated with your use of the Portal to PEXA, You agree that you must have first procured the consent of the relevant individual to whom the Personal Information relates to the disclosure of that Personal Information to PEXA and the collection and use of that Personal Information by PEXA.

Intellectual Property Rights

• Intellectual Property Rights in the Portal, PEXA Platform and the PEXA API Material is owned by PEXA or its third party licensors.
• PEXA granting You access to the Portal shall not transfer any Intellectual Property Rights in any aspect of the PEXA Platform, the PEXA APIs or the PEXA API Material to You.
• Nothing arising from Your access to the Portal shall transfer any Intellectual Property Rights in Your platform to PEXA.
• You agree that You waive any Intellectual Property Rights in any ideas, concepts, suggestions of change or feedback that You provide to PEXA and such ideas, concepts, suggestions of change or feedback are not Confidential Information belonging to You.  Any work (including Intellectual Property Rights in such work) that PEXA does to implement any of them will be owned by PEXA
• Each party must promptly notify the other party of any actual or threatened or suspected infringement of any Intellectual Property Rights of the other party that come to the first party’s notice.

Exclusion of Warranties

• To the extent which any law permits, all conditions, terms and warranties which are not expressly contained in this agreement are hereby excluded. PEXA’s liability under any conditions and warranties implied by law shall be limited to the cost of resupplying You with access to the Portal.
• You may not make any claim against PEXA for the loss of profit, consequent or indirect damage or loss to any property arising from any breach of any implied conditions and warranties.

Your warranties

By clicking the “I Accept” button, You warrant and you warrant on your organisation’s behalf that:

• the information You have provided in the Registration Form is true and accurate;
• you will only access the Portal for the Purpose; and
• you have the full authority to accept these terms and conditions on your organisation’s behalf and you shall not repudiate such authority. Where these terms and conditions are accepted on behalf of a company, the person so accepting warrants to PEXA that he or she has full authority to do so. 

Termination

• PEXA may immediately terminate this agreement upon written notice to You if:
  • You commit a breach of these terms and conditions or if PEXA reasonably suspects that you have committed a breach of these terms and conditions;
    an Insolvency Event occurs in relation to You;
  • it becomes unlawful for PEXA to continue to provide You with access to the Portal; or
  • You have not accessed the Portal for a continuous period of 12 months.
  • You may immediately terminate this agreement upon written notice to PEXA.
• If this agreement is terminated, You must immediately:
  • stop accessing or attempting to access the Portal; and
  • permanently delete and destroy any Confidential Information that You hold or control.

Governing Law
These terms and conditions are governed by the law in force in Victoria and the parties submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction in Victoria.