Last Update: 8th June 2018
PROVISO 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.
1.1 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):
vi. https://proviso.co.nz/bankfeeds/; or
vii. other channels that allow you and End Users to access our Services,
(together, the Services).
1.2 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.
1.3 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.
2.1 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.
2.2 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).
3.1 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).
3.2 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.
4.1 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, sublicense, 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.
4.2 You must not use the Services for any activities, or to post or transmit any material, that:
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.
4.3 We reserve the right to monitor your use of the Services.
5.1 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.
5.1 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.
6.2 You must ensure that your disclosure of User Information to us complies with all relevant Privacy Laws.
7.1 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.
7.2 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.
8.1 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.
8.2 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.
9.1 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.
10.1 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.
10.2 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.
10.1 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.
10.2 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.
10.3 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).
12.1 You indemnify us from any Third Party Claims against us which arise due to your breach of the End User Terms.
12.2 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.
12.3 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.
12.4 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).
13.1 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.
13.2 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.
13.3 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.
14.1 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.
15.1 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.
16.1 (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.
16.2 (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.
16.3 (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.
16.4 (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)).
16.5 (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).
16.6 (Interpretation) A word importing the singular includes the plural and vice versa, and references to "including" shall be construed as "including, without limitation.
Last Update: 8th June 2018
3.1 We may collect the following Personal Information from or about you, where the information is reasonably necessary for our business purposes and to provide our Services to you:
• email address
• mobile number
• date of birth
• Bank Credentials;
• financial information from your Bank (including bank statements and other financial data);
• payment details (for example credit card, debit card or PayPal);
• opinion (we may conduct surveys or market research to seek your opinion and feedback; and
• other relevant personal and/or demographic information.
4.1 Normally we collect information from you directly, unless it is unreasonable or impracticable to do so. We may also collect information about you from third parties (eg your Bank or Third Party Institution), our contractors who supply services to us, through referrers from a publicly maintained record or from other individuals or companies as authorised by you.
4.2 Personal information about you may be collected by us in a number of circumstances, including if you (a) use our Services; (b) register with us; (c) lodge an enquiry with us by email or telephone; (d) apply to work with us; or complete any surveys that we issue.
4.3 From time to time we may collect, use, store and disclose nonidentifiable information relating to your use of the Proviso Website. For example, we may record information such as the areas of the Proviso Website that you visit along with the time, date and URL of the pages you access, your IP address and/or the previous website that you visited before linking to the Proviso Website.
5.1 We collect Personal Information for the primary purpose of being able to operate our business, including to provide our Services to you. If you do not provide all of the Personal Information we request (or authorise us to collect that information), you may not be able to use our Services.
5.2 In addition, we collect your Personal Information so we can carry out the following actions:
• to validate, update and /or enhance our products, services and databases (including those of our Related Bodies Corporate);
• to verify and assess your identity;
• to undertake research, analytics and/or benchmarking;
• to identify and understanding user needs, and for our business development and marketing purposes;
• to send you details about products and services and special offers that might interest you, from us and from third parties – see clause 10 below; and
• internal record keeping, audit and compliance purposes and to comply with our legal and regulatory obligations.
5.3 We will not use your Bank Credentials other than to provide the Services to you.
6.1 You authorise us to disclose Personal Information to: (a) Your Bank - we disclose the information that you provide to us (including your Bank Credentials) to your Bank to access your financial information; (b) Your Third Party Institution – we disclose the financial information extracted from your Bank to your Third Party Institution; and (c) Other – (i) our employees, contractors or service providers, to the extent reasonably necessary to fulfil our obligations to you; (ii) anyone considering acquiring an interest in our business or assets; (iii) other entities or persons (including our Related Bodies Corporate) to the extent reasonably necessary for the Purposes set out in clause 5.2 above; (iv) any law enforcement, legal, government or regulatory agency, where such disclosure is required or authorised by law; (v) other individuals or companies authorised by you.
6.2 The collection, use, storage and disclosure of personal information by your Bank and your Third Party Institution will be subject to the privacy policies of those organisations. We do not control and are not responsible for any use of personal information by your Bank or Third Party Institution.
7.1 Some of the entities we disclose to may be located overseas. The countries in which recipients are likely to be located are Australia and New Zealand.
7.2 We will not send your personal information to countries other than those identified in clause 7.1 above without obtaining your consent or otherwise complying with the Australian Privacy Principles.
8.1 Please be aware that the End User Terms prohibit the use of our Services on behalf of any other person. We will not ask you to provide us with information about someone else. However, if you provide unsolicited Personal Information to us about someone else, you must ensure that you are authorised by the relevant individual to disclose their Personal Information to us for the purpose for which it is provided.
9.1 We may use technology known as a "cookie" to collect statistical information about you when using internet browsing, mobile or tablet applications. Cookies are small pieces of information captured when your device is used to access online content. They can record information about your visit to the Proviso Website, allowing it to remember you the next time you visit and provide a more meaningful experience.
10.1 From time to time we may use your personal information that you have provided to us to provide you with: updates about your information; and current information about our services, special offers you may find of interest, changes to our organisation, or new products or services being offered by us or any third party (Marketing Communications).
10.2 By providing us with your personal information, you consent to us (including our Related Bodies Corporate) using your information to contact you on an ongoing basis for these purposes, including by mail, email, SMS, social media and telephone.
10.3 If you do not wish to receive Marketing Communications form us, you may at any time unsubscribe from receiving such information by responding via the channel in which you received the marketing communication. We will not charge you for giving effect to your request and will take all reasonable steps to meet your request at the earliest possible opportunity.
10.4 You acknowledge and agree that even if you opt out of receiving Marketing Communications, we will still send you essential information that we are required to send you relating to the Services we provide.
11.1 We will use all reasonable endeavours to keep your personal information in a secure environment, however, this security cannot be guaranteed. Our procedures are designed to prevent your personal information being accessed by unauthorised personnel, lost or misused. If you reasonably believe that there has been unauthorised use or disclosure of your personal information, please contact us using the contact details below.
11.2 Notwithstanding the reasonable steps taken to keep information secure, breaches may occur. In the event of a security incident we have in place procedures to promptly investigate the incident and determine if there has been a data breach involving personal information, and if so, to assess if it is a breach that would require notification. If it is, we will notify affected parties in accordance with Privacy Act requirements.
12.1 It is important to our relationship that the personal information we hold about you is accurate and up to date.
12.2 You may request access to any of the personal information we hold about you at any time. To request access to the personal information that we hold about you, use the contact details specified below. We may charge a fee for our reasonable costs in retrieving and supplying the information to you.
12.3 If you consider that any information we hold about you is incorrect, you should contact us to request that it is updated. Please let us know if there are any changes to the personal information you have provided to us. While we take reasonable steps to ensure that the personal information held by us is up to date, we will generally rely on you to assist us in informing us if the information we hold about you is inaccurate or incomplete.
12.4 We will respond to your request within a reasonable period of time and, where reasonable and practicable, grant access to the information in the manner requested. An explanation will be provided to you if we deny you access to your personal information we hold.
13.1 You may request further information about the way we manage your Personal Information or lodge a complaint by contacting us using the contact details below.
13.2 We will deal with any complaint by investigating the complaint, and providing a response to the complainant within 30 business days, provided that we have all necessary information and have completed any investigation required. In cases where further information, assessment or investigation is required, we will seek to agree alternative time frames with you.
• Bank means your relevant bank or financial institution, the details of which you provide to us.
• Bank Credentials means your Bank account username and password.
• End User Terms means the Proviso End User Terms available at PROVISO END USER TERMS.
• Personal Information means personal information (as defined in the relevant Privacy Laws) that you provide to Proviso or authorise Proviso to collect.
• Privacy Laws means the Privacy Act 1988 (Cth) when the Territory is Australia, and the Privacy Act 1993 (NZ) when the Territory is New Zealand, and any other applicable privacy laws, including any determination, code or guideline issued under those laws in the relevant Territory.
• Proviso (also referred to as "us", "we" and "our") means Proviso Pty Ltd ACN 166 277 845 (an illion group company) and also (a) illion Australia Pty Ltd (ABN 95 006 399 677) where you are accessing the Website via ".com.au", or (b) illion New Zealand Marketing Services Limited (Co. No. 6398759) where you are accessing the Website via ".co.nz"
• Proviso Website means:
vi. https://proviso.co.nz/bankfeeds/; or
vii. other channels that allow you to access our Services.
• Related Body Corporate means (a) where the Territory is Australia – the meaning given to that term in section 9 of the Corporations Act 2001; and (b) where the Territory is New Zealand – the meaning given to "Related Company" in section 2(3) of the Companies Act 1993.
• Services means the Proviso services described in the End User Terms.
• Territory means (a) Australia, if you are accessing Services via a ".com.au" Proviso Website; or (b) New Zealand, if you are accessing Services via a ".co.nz" Proviso Website.
• Third Party Institution means the third party business that provides credit, credit assistance or other services to you, and in relation to which you are accessing our Services.