IMPORTANT INFORMATION ABOUT RENEWALS: These Terms of Service include an automatic renewal clause which results in each of your Subscriptions automatically renewing in accordance with clause 2, unless either party provides the other party with prior written notice of its decision not to renew prior to the expiry of the relevant Trial Term, Initial Subscription Term or then current Renewal Subscription Term. If such notice is given, the relevant Subscription will terminate at the end of the relevant Trial Term, Initial Subscription Term or then current Renewal Subscription Term (as applicable). We may increase the Fees for each Subscription payable under the Agreement by the greater of: [i] 5% per annum; and [ii] CPI; or as otherwise agreed in writing by the parties, once after each anniversary of the commencement of the relevant Initial Subscription Term.
IMPORTANT INFORMATION ABOUT NEGOTIATING THE AGREEMENT WITH US: Please note that we are happy to consider any reasonable amendments that you may wish to make to the documents that comprise your Agreement with us, before entering into the Agreement with you. If you wish to propose any such amendments, please contact us at info@1-stop.biz.
IMPORTANT INFORMATION ABOUT THESE TERMS OF SERVICE: We may update or amend these Terms of Service from time to time by giving you notice of the update or amended version – different notice periods apply depending on the nature of the updates or amendments – as set out in clause 23. All such notices will be sent by email to you using the email address that we have on file for you.
Welcome to the OneStop API Suite Platform. These OneStop API Suite Terms of Service (Terms of Service) constitute a legally binding contract between you and 1-Stop Connections Pty Ltd (ABN 58 102 573 544) of Level 14, 347 Kent Street, Sydney NSW 2000 (OneStop, we, us, our). Please read them carefully before registering for access on the OneStop API Suite Platform, so that you understand what you can expect from us, and what we will expect from you, as a user of the OneStop API Suite Platform.
If you do not agree to these Terms of Service, you cannot access the OneStop API Suite Platform.
1. Registration
1.1 In order to use the OneStop API Suite Platform, you must register as a user of the OneStop API Suite Platform. Registration is only available to persons who are at least 18 years of age and have the ability to enter into legally binding contracts.
1.2 During the registration process you will be required to provide your name and email address, the contact details of the directors of the company you register on behalf of and any other information requested by us. You must provide accurate and up to date information. Your OneStop API Suite Platform login credentials will be generated upon completion of your account registration. OneStop API Suite Platform accounts cannot be shared or transferred without our prior written approval.
1.3 Each time you commence a Subscription (as defined in clause 3 below), you will be asked to provide valid credit card or bank account details of the company you register on behalf of. If you are not the card owner or the account holder of the bank account, by entering any credit card or bank account details during the subscription process or when updating your account, you will be deemed to have warranted to us that you have permission from the card owner or account holder for all Fees on your OneStop API Suite Platform account to be paid using that credit card or bank account. All credit card and bank account details are held by Stripe, our third party payments processor. The only credit card and bank account details we have access to, other than the amount of the payments, is the name on the card, the owner of the bank account and their email address, the last 4 digits of the card or bank account, BSB of the bank account, the type of card, the card issuer and the expiry date of the card. If you do not provide your credit card or bank account details, you will not be able to commence your Subscription to use the OneStop API Suite Platform.
1.4 If you register an account on the OneStop API Suite Platform on behalf of a company:
a) you represent and warrant to us that you are an authorised representative of the company with authority to bind the company to the Agreement and to use the OneStop API Suite Platform, OneStop APIs and Licensed Data on its behalf;
b) you consent to us using, and hereby license us to use, the company’s logo, name and testimonials in marketing materials to promote the OneStop API Suite Platform and OneStop APIs; and
c) other than in respect of paragraphs (a) and (b) above, ‘you’ and ‘your’ in the Agreement refer to both you and that company, jointly and severally.
1.5 Following your registration on the OneStop API Suite Platform, we will contact the directors of the company you registered on behalf of to confirm that you:
a) were duly authorised by the company to accept these Terms of Service on behalf of the company at the time you registered on the OneStop API Suite Platform;
b) are duly authorised by the company to use the OneStop API Suite Platform, OneStop APIs and Licensed Data on behalf of the company and to otherwise exercise rights and discharge obligations on behalf of the company in accordance with the Agreement; and
c) were duly authorised to provide the credit card or bank account details to OneStop on behalf of the company that you have provided to OneStop, so that OneStop may charge that credit card or bank account for Fees payable for the relevant Subscription to the OneStop APIs in accordance with the Agreement.
1.6 In the event that we are not able to obtain such confirmation within a reasonable time determined by us, we may, in addition to exercising any other rights or pursuing any other remedies available to us, terminate your access to the OneStop API Suite Platform, OneStop APIs and Licensed Data.
2. Term
2.1 Your Agreement with us commences once your account registration with us is complete (Commencement Date) and shall remain in effect until it is terminated in accordance with the Agreement. Neither party may terminate the Agreement until the expiry or termination of the last Subscription or Free Trial (as defined below) other than as expressly permitted by the Agreement.
2.2 You may trial each API Bundle once, free of charge for a 14-day trial period (each, a Trial Term) by clicking ‘Start Free Trial’ on the subscription page of the relevant API Bundle via the OneStop API Suite Platform.
2.3 Upon expiry of the relevant Trial Term, your subscription to the relevant API Bundle (each, a Subscription) shall automatically commence and continue for twelve (12) months (each, an Initial Subscription Term) unless:
a) you notify us:
(i) via email to sales@1-stop.biz at last 7 days prior to the expiry of the relevant Trial Term; or
(ii) via the ‘My Profile’ tab on the OneStop API Suite Platform prior to the expiry of the relevant Trial Term,
of your decision not to commence the Subscription, in which case if such notice is provided the relevant Free Trial shall terminate at the end of the Trial Term; or
b) we notify you of our decision not to commence the relevant Subscription with you in writing at least 7 days prior to the expiry of the relevant Trial Term, in which case if such notice is provided the relevant Free Trial shall terminate at the end of the Trial Term.
2.4 Upon expiry of the relevant Initial Subscription Term, your Subscription shall automatically renew for subsequent consecutive periods of 12 months each (each, a Renewal Subscription Term) until and unless:
a) the Subscription is terminated earlier in accordance with the terms of the Agreement;
b) you notify us:
(i) via email to sales@1-stop.biz at last 7 days prior to the expiry of the Initial Subscription Term or the then current Renewal Subscription Term (as applicable); or
(ii) via the ‘My Profile’ tab on the OneStop API Suite Platform prior to the expiry of the Initial Subscription Term or the then current Renewal Subscription Term (as applicable); or
c) we notify you of our decision not to renew the Subscription in writing at least 90 days prior to the expiry of the Initial Subscription Term or the then current Renewal Subscription Term (as applicable),
in which case if any such notice is provided the Subscription shall terminate at the end of the Initial Subscription Term or then current Renewal Subscription Term (as applicable).
3. Free trial
3.1 The trial referred to in clause 2 (Free Trial) is provided to you for the purpose of you testing and trialling the OneStop API subscription bundle (each, an API Bundle, together the API Bundles) selected by you in connection with the Free Trial.
3.2 You may terminate a Free Trial at any time before the end of the relevant Trial Term via the ‘My Profile’ tab on the OneStop API Suite Platform.
3.3 We reserve the right to discontinue offering free trials, or to terminate any Free Trial, at any time.
4. OneStop APIs
4.1 We offer different OneStop API Bundles that provide access to different categories of Licensed Data. You can also subscribe to different subscription tiers within each API Bundle, including silver, gold, platinum and enterprise. You can learn more about our API Bundles and subscription tiers on the OneStop API Suite Platform.
4.2 Following commencement of your Subscription to an API Bundle, you can upgrade to higher subscription tiers within your API Bundle any time via your OneStop API Suite Platform account (Upgrade). You must subscribe to an Upgrade before accessing a higher tier that is not included in your then existing API Bundle. Upgrades take effect and become payable immediately when you subscribe to them. If you access a higher tier that is not included in your API Bundle (Excluded Tier), we may back charge you for the then lowest Upgrade that you would have needed to subscribe to in order to access the Excluded Tier, from the date that you first accessed that Excluded Tier, at any time in our absolute discretion and you will be deemed to have carried out the Upgrade for the purposes of the Agreement, including in relation to Fees and billing.
4.3 You may only remove API Bundle(s) or change to a lower-level tier subscription with effect from the next anniversary of the commencement date of the Initial Subscription Term by notice to us. You may only notify us of your intention to remove API Bundle(s) or to change to a lower-level tier subscription:
a) via email to sales@1-stop.biz at least 7 days prior to the end of the Initial Subscription Term or the then next anniversary of the commencement date of the Initial Subscription Term, as applicable; or
b) via the ‘My Profile’ tab on the OneStop API Suite Platform prior to the expiry of the Initial Subscription Term or the next anniversary of the commencement date of the Initial Subscription Term (as applicable).
5. Licensed Data
5.1 We agree to provide you with access to the Licensed Data that is included in the API Bundles(s) you subscribe to, as specified in the Order.
5.2 We will make the Licensed Data available via the OneStop APIs specified in the Order, or the subject of an Upgrade, or as otherwise agreed in writing by the parties.
5.3 We hereby grant you a revocable, non-exclusive, non-sublicensable and non-transferrable licence to use, hold, collect and otherwise process the Licensed Data for internal analysis and internal operational purposes of the company you registered your OneStop API Suite Platform account on behalf of (Permitted Purpose). You must not use any Licensed Data in breach of this licence.
6. Your Integration
6.1 You may only integrate your software, platform or application with the OneStop APIs (Your Integration) subject to this clause 6.
6.2 We may:
a) specify eligibility criteria in the Documentations made available to you via the OneStop API Suite Platform that must be fulfilled before you access the OneStop APIs ; and
b) from time to time, require you to demonstrate your integration process which may include you providing us with screenshots and other documentation explaining how you configure and operate Your Integration in connection with the OneStop APIs (Integration Plan).
6.3 We reserve the right to accept or reject any Integration Plan or Your Integration in our absolute discretion.
6.4 We may terminate the Agreement without liability if you do not satisfy the eligibility criteria and/or we reject your Integration Plan and/or Your Integration.
7. Access to the OneStop APIs, the OneStop API Suite Platform and Licensed Data
7.1 Nothing in the Agreement gives you any exclusive rights in respect of the OneStop APIs, Licensed Data or the OneStop API Suite Platform or access to them.
7.2 We reserve the right to integrate the OneStop API Suite Platform, OneStop APIs and Licensed Data with any other products or platforms, including our and/or third party apps and platforms, in our absolute discretion.
7.3 We may require you to enter a username, password, API key or other credentials into the OneStop APIs and/or OneStop API Suite Platform prior to accessing or using the OneStop APIs and/or OneStop API Suite Platform or to use a security token in connection with your access to and use thereof and/or in order for you to access Licensed Data via the OneStop APIs. You are solely responsible for the confidentiality of your username, password, security token and other credentials and any use thereof (including unauthorised use).
7.4 You must not reveal your OneStop API Suite Platform or OneStop APIs username, password, security token or other credentials to any person.
7.5 You must immediately notify us if you become aware of any unauthorised use of or access to the OneStop APIs, Licensed Data or the OneStop API Suite Platform.
7.6 We may block your access to the OneStop API Suite Platform, OneStop APIs and/or Licensed Data at any time, in our absolute discretion where necessary in order to conduct maintenance of the OneStop APIs or OneStop API Suite Platform, to comply with our legal obligations or upon termination of the Agreement.
7.7 You must comply with any technical instructions or policies we give you in relation to use of the Licensed Data or access to the OneStop APIs and the OneStop API Suite Platform.
8. Responsibility for Your Integration and any Licensed Data
8.1 You must ensure that:
a) you only retrieve Licensed Data via the OneStop APIs, that is within the API Bundle that you have subscribed to or that is within the scope of any Upgrade;
b) you do not use the Licensed Data nor access the OneStop API nor permit anyone else to do so other than for the Permitted Purpose; and
c) you do not do anything that causes you, us or any third party to violate any Applicable Laws.
8.2 You must ensure that Your Integration and the OneStop APIs operates at all times in accordance with your Integration Plan and the Agreement. We shall have no obligation to provide any technical support or other assistance in connection with Your Integration.
8.3 You hereby irrevocably release us from any claims that you may otherwise have, or have had, against us with respect to:
a) any non-performance of the OneStop API Suite Platform; and/or
b) any loss, damage or corruption of any Licensed Data,
caused by Your Integration.
8.4 We have no obligation to promote, market or endorse Your Integration. You must not do anything that implies that we are affiliated with, or endorse, you or Your Integration with the OneStop APIs without our consent.
8.5 You are solely responsible for Your Integration.
9. Availability of OneStop APIs and Licensed Data
9.1 You agree and acknowledge that the accessibility, availability and use of the OneStop API Suite Platform, OneStop APIs and the Licensed Data made available through it is highly dependent on the proper function of the Internet and any other relevant computer and telecommunications networks and infrastructure, and that while we will use reasonable endeavours to ensure that the Licensed Data is available via the OneStop APIs 99% of the time each calendar year (except during scheduled maintenance or during downtime beyond our reasonable control), we do not represent that the OneStop APIs will be error-free or provided on an uninterrupted basis.
9.2 The availability of the OneStop API Suite Platform, OneStop APIs and Licensed Data will also be subject to technical and non-technical limitations or restrictions that we notify you of from time to time.
9.3 From time to time, we may need to take the OneStop API Suite Platform and/or OneStop APIs offline for maintenance purposes.
10. Usage Restrictions
10.1 You must not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in the Licensed Data, OneStop APIs and/or the OneStop API Suite Platform. Without limiting the foregoing provisions, and unless otherwise agreed in writing by you and us, you must not, under any circumstances, license, sell or resell access to OneStop APIs or the OneStop API Suite Platform; or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, sublicense, copy or duplicate the OneStop APIs or OneStop API Suite Platform. In addition, you must not, without our prior written consent:
a) license, resell, distribute, give access to, or resupply, Licensed Data to any third party;
b) do any act that would or might invalidate or be inconsistent with our Intellectual Property Rights or those of our licensors;
c) use the OneStop APIs, OneStop API Suite Platform or Licensed Data in any way that infringes our rights or the rights of any third party or in breach of any Applicable Law;
d) use the OneStop APIs or OneStop API Suite Platform to create any product or service that competes with the OneStop APIs or OneStop API Suite Platform, or any other product or service that we supply; or
e) take any steps to circumvent any technological protection measure or security measures in the OneStop APIs or OneStop API Suite Platform.
10.2 You must not use the OneStop API Suite Platform, the Licensed Data, the OneStop APIs, Your Integration or any part thereof in any way which is in breach of any statute, regulation, law or legal right of any person.
11. Acceptable Use Policy
11.1 You must not:
a) introduce malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, e-mail bombs);
b) reveal your OneStop API Suite Platform or OneStop APIs password or other credentials to any person;
c) seek to circumvent any protections or security in relation to, nor access other than as expressly instructed by us, the OneStop APIs and the OneStop API Suite Platform;
d) use the OneStop APIs, Your Integration or the OneStop API Suite Platform to execute any form of network monitoring which will intercept data not intended for you;
e) disparage us, the Licensed Data, the OneStop APIs or the OneStop API Suite Platform; and/or
f) encourage, entice, suggest or request that, or require, any person not to use the OneStop API Suite Platform or OneStop APIs.
12. Fees and Payment Terms
12.1 You must pay the Fees as specified in the Order to us in accordance with this clause 12 starting immediately following your Free Trial.
12.2 The Fees that apply to our API Bundles and subscription tiers are displayed in Australian dollars (AUD) on the OneStop API Suite Platform.
12.3 You must pay the Fees in accordance with the payment terms specified in the Order or relevant Upgrade (Payment Term). If you pay the Fees annually in advance, you may receive a discount on the fees as determined by us if such discount is expressly set out in the Order.
12.4 The Fees displayed on the OneStop API Suite Platform are exclusive of GST. You must pay all applicable GST at the same time as the Fees in accordance with this clause 12.
12.5 If you pay the Fees monthly in advance, we will charge your nominated credit or debit card or bank account for the applicable subscription fees in advance every month on each monthly anniversary of the commencement date of the relevant Initial Subscription Term.
12.6 If you pay the Fees annually in advance, we will charge your nominated credit or debit card or bank account for the applicable subscription fees in advance every year on the anniversary of the commencement date of the relevant Initial Subscription Term.
12.7 If you upgrade your subscription tier and/or add more API Bundles, we will bill you for the Upgrade immediately. Fees for the Upgrade will be pro-rated to the end of your current billing period, subject to clause 2.
12.8 We may increase the Fees payable under each Subscription (including, having regard to any Upgrade) by the greater of: [i] 5% per annum; and [ii] CPI; or as otherwise agreed in writing by you and us on or after each anniversary of the commencement date of the relevant Initial Subscription Term.
12.9 We reserve the right to change any API Bundle and/or subscription tier from the then next Renewal Subscription Term in our absolute discretion; provided that we communicate such changes to you at least 90 days prior to the commencement of that Renewal Subscription Term.
12.10 If you fail to pay any Fees in accordance with this clause 12, then, without limiting any other rights and remedies available to us:
a) you shall pay interest on the overdue amount at the Default Rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and you shall pay the interest together with the overdue amount upon demand by us;
b) we may, without liability to you, suspend your access to the OneStop APIs, the OneStop API Suite Platform and/or the Licensed Data until the overdue Fees are paid in full; and/or
c) we may terminate the Agreement and your access to the OneStop APIs, the OneStop API Suite Platform and/or the Licensed Data.
13. Your Nominated Account and Card for Payment
13.1 It is your responsibility to:
a) ensure that sufficient clear funds are available in your nominated account or on your nominated card to allow the Fees to be debited on the due date;
b) ensure that the authorisation given to draw on your nominated account or credit card is identical to the account signing instruction held by the financial institution where the account or card is based;
c) notify us in writing if the account or card nominated by you to be drawn against is transferred or closed;
d) arrange with us via the OneStop API Suite Platform a suitable alternate payment method if you wish to change the account where payments are made from;
e) check that all billing information provided is correct before the associated direct debit transaction or card payment occurs; and
f) check your account statement or card statement to verify that the amounts debited from your account are correct.
13.2 If there are insufficient clear funds in your nominated account, without limiting our rights under clause 10:
a) you may be charged a fee and/or interest by your financial institution; and
b) you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your nominated account by an agreed time so that we can process the debit payment.
14. Intellectual Property Rights
14.1 The Agreement does not transfer or assign any Intellectual Property Rights to you.
14.2 As between you and us, we or our licensors own all Intellectual Property Rights in the OneStop APIs, the Licensed Data and the OneStop API Suite Platform and in any updates, upgrades, modifications, improvements and/or adaptations thereof (collectively, ‘Our IP‘) and you own all Intellectual Property Rights in Your Integration.
14.3 To the extent that you own any of Our IP, you hereby assign it to us.
14.4 We have no obligation to supply any source code to you.
14.5 Any Intellectual Property Rights in any comments that you may provide to us about the functionality or features of the OneStop APIs or the OneStop API Suite Platform, or requests for new OneStop APIs or OneStop API Suite Platform features (each, an ‘Improvement Suggestion‘) become our sole and exclusive property immediately upon you disclosing the Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in all and any Improvement Suggestions to us effective immediately when you disclose each Improvement Suggestion to us, including where applicable, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. You must procure the consent to the infringement by us and any third party we authorise, of all Moral Rights in any Improvement Suggestions.
14.6 You must not take any step to invalidate or prejudice our (or our licensors’) Intellectual Property Rights in the OneStop APIs (where it is developed by or on our behalf), the OneStop API Suite Platform, the Licensed Data or otherwise.
14.7 You must not:
a) use any of our, our licensor’s and/or our suppliers’ trademarks, domain names, business names, company names, product names, service names, software names or other marks (collectively, ‘Marks‘); or
b) contest any Mark, apply for registration of any Mark or use or apply for registration of any trade mark, trade name, business name, company name or domain name which is or incorporates any element that is confusingly similar to any Mark.
14.8 You have no rights in respect of any Marks or their associated goodwill. All such rights and goodwill inure for the benefit of, and are (and will remain) vested in, us or our licensors.
14.9 You hereby grant us a royalty-free, non-exclusive, worldwide, irrevocable right and licence to distribute, perform, display, communicate and otherwise use Your Integration, your trade marks, domain names, business names, company names, product names, service names and software names for the purposes of marketing and promoting our business.
15. Liability
15.1 We do not represent that any Licensed Data is accurate, correct, up-to-date or error free.
15.2 We do not represent that the OneStop API Suite Platform, Your Integration or the OneStop APIs will operate on an uninterrupted or error free basis.
15.3 A party is not liable for any indirect, special or consequential loss or damage arising under or in connection with the Agreement, including any:
a) loss of profits (other than where caused by your failure to pay the Fees);
b) loss of sales or business;
c) loss of production;
d) loss of agreements or contracts;
e) loss of business opportunity;
f) loss of anticipated savings;
g) loss of or damage to goodwill; and/or
h) loss of reputation,
whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not.
15.4 A party’s liability for all and any loss or damage that it incurs that is caused by the other party in one or more events, that is not otherwise excluded by the provisions of the Agreement, is limited, in the aggregate, to the value of the Fees paid and payable by you in the twelve (12) month period immediately preceding the then most recent event giving rise to liability.
15.5 To the extent that a party may not as a matter of Applicable Law exclude any condition, guarantee or warranty, the scope and duration of such condition, guarantee or warranty shall be the minimum permitted under such law and it limits its liability for breach of any such condition, guarantee or warranty as follows, at its option:
a) in the case of goods, to:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(v) the payment of the cost of having the goods repaired; and
b) in the case of services, to:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
15.6 This clause 15 does not limit a party’s liability:
a) for wilful or intentional breach of the Agreement;
b) for breach of any confidentiality or privacy obligations under the Agreement;
c) for breach of Intellectual Property Rights;
d) for your use of Licensed Data in breach of the Agreement;
e) with respect to any indemnity specified in the Agreement; or
f) with respect to any liability that cannot be excluded by Applicable Law.
15.7 Each party has a duty to mitigate loss and damage that would otherwise be recoverable under the Agreement by taking appropriate and reasonable actions to reduce or limit the amount of such loss and damage.
16. Insurance
16.1 Each party must, during the Term, maintain cyber liability insurance in the amount of two million dollars ($2,000,000).
16.2 For each insurance policy taken out by a party referred to in clause 1, it must provide the other party with a certificate of currency which identifies the insurer, policy number, term of the policy, type of insurance and limits of liability for the cover upon request by us from time to time.
17. Audits
17.1 You must:
a) create and maintain complete books, records and accounts with relevant information concerning the performance of your rights and the discharge of your obligations under the Agreement (Your Records) during the Term; and
b) permit, and procure the right for, us to audit Your Records upon demand by us at any time for the purpose of verifying compliance with your obligations under the Agreement.
17.2 We will provide you with at least 14 days’ notice of any proposed audit. We will bear our costs of the audit unless the audit reveals any breach of the Agreement by you, in which case you must pay the reasonable costs that we incur in connection with the audit within 14 days of request by us.
18. Termination
18.1 Either party (the first party) may terminate the Agreement:
a) if the other party breaches any provision of the Agreement and fails to remedy the breach within 10 days of written notice from the first party;
b) if the other party breaches any provision of the Agreement that is irremediable; or
c) if the other party suffers an Insolvency Event, except where such termination would contravene the Corporations Act 2001 (Cth).
18.2 We may take the OneStop APIs and the OneStop API Suite Platform offline at any time without notice for unplanned maintenance. In the event of any planned maintenance, we will give you at least 24 hours’ prior notice before taking the OneStop APIs and the OneStop API Suite Platform offline.
18.3 Termination of the Agreement and access to the OneStop APIs and/or the OneStop API Suite Platform does not affect any accrued rights of either party.
18.4 Upon termination of the Agreement and/or your right to access the Licensed Data, OneStop APIs and/or the OneStop API Suite Platform:
a) you must immediately cease all use of the OneStop APIs and the OneStop API Suite Platform; and
b) you must immediately cease using the Licensed Data provided to you and destroy all copies in any form or media within your possession, custody or control. Notwithstanding the foregoing, you may retain, solely for archival purposes, electronic and/or paper copies of all materials already produced by you prior to that expiration/termination containing all or part of the Licensed Data.
19. Notices
19.1 Any notice issued to you from us or from you to us shall be in writing and sent by hand delivery, post or email. Where sent from us to you, we shall use the contact details that you provide to us from time to time.
19.2 You may contact us or send a notice to us using our contact details below:
a) Name: OneStop – Sales Support;
b) Email: info@1-stop.biz;
c) Address: GPO Box 5321, Sydney NSW 2001.
19.3 Any notice issued by hand shall be deemed delivered upon delivery.
19.4 Any notice issued by post shall be deemed delivered 6 Business Days after posting if posted domestically, or 20 Business Days after posting if posted internationally.
19.5 An email will only be deemed to be sent upon receipt by the sender of a read receipt or delivery receipt or a reply to the sender’s email from the recipient.
19.6 We may send you email or other electronic messages concerning the OneStop APIs, Licensed Data and the OneStop API Suite Platform from time to time. You may request at any time not to receive such emails or electronic messages by contacting us at info@1-stop.biz.
19.7 Nothing in this clause 19 prevents the service of notices by any method permitted by Applicable Law.
20. Jurisdiction
20.1 The Agreement will be interpreted in accordance with the laws in force in New South Wales, Australia.
20.2 You and we irrevocably submit to the non-exclusive jurisdiction of the courts situated in New South Wales, Australia and any courts of appeal therefrom with respect to any dispute concerning the Agreement or any action taken by either you or us to enforce a provision of the Agreement.
21. Relationship
21.1 Nothing contained in the Agreement creates any relationship of partnership, employment, joint venture or agency between you and us.
22. Assignment
22.1 A party shall not assign, transfer, license or novate its rights or obligations under the Agreement without the other party’s prior written consent.
23. Amendments to these Terms of Service
23.1 We may update these Terms of Service at any time by giving you notice of the update or amended version. All such notices will be sent by email to you using the email address that we have on file for you. It is your responsibility to immediately update your email address in your OneStop API Suite Platform account if your email address changes, to ensure that you receive all notices that we send to you.
23.2 The notice period that we will provide of any such updates or amendments is as follows:
a) where the updates or amendments are required for security reasons, 2 days’ notice;
b) where the updates or amendments are required to address any change in Applicable Law, 7 days’ notice;
c) if the updates or amendments will diminish any of your rights or remedies, increase your obligations or potential liabilities under these Terms of Service or reduce or limit our obligations, or result in any material reduction in existing functionality or material degradation in performance of the OneStop APIs and/or OneStop API Suite Platform and/or any material reduction in the Licensed Data made available to you (collectively, Adverse Impact Events), we will give you at least 90 days’ prior notice of any amendments that will result in any such Adverse Impact Events; and
d) in all other cases, we will give you 30 days’ notice.
(Notice Period).
23.3 Unless you notify us in writing prior to the expiry of the Notice Period (or any extension thereof that we agree to) that you wish to terminate the Agreement as a result of an update or amendment the subject of a notice we issue under clause 2 (in which case, the Agreement will terminate upon expiry of the Notice Period), you will be deemed to have accepted the amended versions of these Terms of Service in all respects and the updated and amended version will henceforth apply in all respects.
23.4 Notwithstanding clause 3, if we issue a notice under clause 23.2 about an update or amendment and such notice expressly states that the update or amendment is an Adverse Impact Event and that it expressly is subject to this clause 23.4 (Adverse Event Notice), you must notify us at least 14 days prior to the expiry of the Notice Period (or any extension thereof that we agree to) if you wish to terminate the Agreement as a result of the update or amendment the subject of the notice (Adverse Event Objection) (in which case, the Agreement will terminate upon expiry of the Notice Period) and we may, in our discretion elect to withdraw the Adverse Event Notice by notice to you within 7 days from the date we receive your Adverse Event Objection. If we so withdraw the Adverse Event Notice your Adverse Event Objection will also be deemed to be withdrawn and null and void.
23.5 It is your responsibility to ensure that you have read and understood all updated and amended versions of these Terms of Service that we notify you of. It is your responsibility to ensure that you are familiar with the most recent version of these Terms of Service prior to each use of the OneStop API Suite Platform and the OneStop APIs.
24. Waiver
24.1 A waiver or consent given by a party under the Agreement is only effective and binding on that party if it is given or confirmed in writing by that party.
25. Entire Agreement
25.1 The Agreement (and any separate non-disclosure agreement entered into between you and us) constitutes the entire agreement between you and us regarding its subject matter and to the extent possible by law, supersedes all prior understandings, representations, arrangements and agreements between you and us regarding its subject matter.
26. Force Majeure Events
26.1 A party will have no liability for any failure to perform any of its material obligations under the Agreement where caused by a Force Majeure Event. If a Force Majeure Event continues for 60 consecutive days, either party may terminate the Agreement.
27. OneStop Support
27.1 You can submit a request to our Help Centre at https://help.onestop.co/hc/en-us/requests/new and we will happily answer any questions you may have.
28. Definitions and Interpretation
28.1 Definitions
In these Terms of Service, the following words have the following meanings:
‘Agreement’ means the Order and these Terms of Service.
‘Applicable Law’ means any applicable legislation, rule of the general law, including common law and equity, judicial order or consent or requisition from, by or with any governmental agency.
‘Business Day’ means any day from Monday – Friday excluding public holidays in New South Wales.
‘CPI’ means the most recently published consumer price index movement (All Groups consumer price index, Australia, annual movement (%)) published by the Australian Bureau of Statistics (ABS) or any replacement thereof published by the ABS.
Default Rate means 2% above the Reserve Bank cash rate then in effect.
Fees means: (a) the fees and charges set out in the Order; and (b) the fees and charges that are set out on the OneStop API Suite Platform that apply in respect of any Upgrade, in each case, as amended in accordance with the Agreement.
Force Majeure Event means a circumstance beyond a party’s reasonable control which results in the party’s inability to observe or perform on time an obligation under the Agreement.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
‘Insolvency Event’ means, in respect of a party: (a) the party ceases to carry on business, is unable to pay its debts as and when they fall due, or declares that it is, or is deemed to be, insolvent or bankrupt; (b) a receiver or a liquidator or provisional liquidator or an administrator is appointed to the party, or an application (including voluntary application filed by that party) is lodged or an order is made or a resolution is passed for the winding up (whether voluntary or compulsory) or reduction of capital of that party; (c) where the party is a partnership, the partnership is dissolved or an application is made for its dissolution; or (d) anything analogous or having a substantially similar effect to any of the events described in (a) through (c) above occurs under the law of any applicable jurisdiction.
‘Intellectual Property Rights’ means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the Convention Establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.
‘Licensed Data’ means any data, files, text, images and other content transmitted by us to you via the OneStop API(s) you subscribe to or access, as further described in the Order.
‘Moral Rights’ has the meaning given in the Copyright Act 1968 (Cth).
‘OneStop APIs’ has the meaning specified in the Order, and includes any OneStop APIs you subscribe to or access and any update, new version or replacement thereof determined by us.
‘OneStop API Suite Platform’ is the platform accessible at https://developer.onestop.co.
‘Order’ means a document entitled “Subscription” or similar issued by us to you or displayed by us on the OneStop API Suite Platform that you confirm to us you accept (including by paying any amount specified in the document). Upon such confirmation, you will be deemed to have provided the Order to us.
‘Permitted Purpose’ has the meaning given in clause 5.3.
‘Term’ means the relevant Trial Term, Initial Subscription Term and any applicable Renewal Subscription Terms.
‘Your Integration’ has the meaning given to it in the Order.
28.2 Unless the context requires otherwise:
a) “person” includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or not), a partnership and a trust;
b) a provision of the Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the drafting or inclusion of the provision in the Agreement;
c) a reference to a “party” means you or us (as the context dictates) and a reference to the “parties” is a reference to both you and us;
d) currency refers to Australian dollars;
e) “includes” in any form is not a word of limitation; and
f) to the extent of any inconsistency between:
(i) the Order; and/or
(ii) these OneStop API Suite Terms of Service,
(iii) the inconsistency will be resolved by giving priority to the Order.