THESE TERMS WERE LAST MODIFIED ON 1 JUNE 2021
INTRODUCTION
These Terms and Conditions describe the terms which you accept by using the ACSISS Connect and the Services. You agree to accept these Terms and Conditions by downloading, accessing or using the ACSISS Connect, by creating a user account for the ACSISS Connect and by continuing to use the ACSISS Connect after being notified of a change to these Terms and Conditions. You acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not access or otherwise use the ACSISS Connect or Services.
The capitalised words in these Terms and Conditions have the meanings set out in the Schedule 1 of these Terms and Conditions.
When using the ACSISS Connect, the Services or opening an account on behalf of a company, entity, or organisation (collectively, Subscribing Business), you represent and warrant that you:
are an authorised representative of that Subscribing Business with the authority to bind that organisation to these Terms and Conditions; and
agree to these Terms and Conditions on behalf of such Subscribing Business,
and the terms ‘you, your’ and other like terms used in these Terms and Conditions will refer to the relevant Subscribing Business.

LICENCE
SISS grants a non-exclusive, non-transferable, revocable Licence to the Customer to Use the ACSISS Connect and Materials on and from the date of this Agreement for the Term for the Permitted Purpose only, as set out in these Terms and Conditions.
The Customer must not:
assign or sublicence this Licence;
adapt or in any way modify the ACSISS Connect; or
reverse engineer, reverse assemble or reverse compile or otherwise endeavor to obtain the source code from the object code in respect of the ACSISS Connect.
TERM
Subject to the Customer complying with the terms of these Terms and Conditions, the Licence will commence on the date the Customer agrees to these Terms and Conditions, and will terminate on the date on which these Terms and Conditions are terminated pursuant to any relevant provision of these terms.

LICENCE FEES
You will pay to SISS the:
Setup Fee when you create your account and accept these Terms and Conditions;
Monthly Fees as set out in the Fee Schedule; and
Additional Fees (if any) as set out in the Fee Schedule.
You acknowledge and agree that SISS may change any of the Fees by providing thirty (30) days’ written notice to you.
SISS may use a third party payment processor to manage the collection of Fees and creation of invoices, and you agree that you will accept the terms of use of any third party payment processor required to process payment of the Fees.
SISS will issue invoices for the Fees:
immediately when you create your account for the Setup Fee; and
monthly in arrears throughout the Term for the Monthly Fees and any Additional Fees.
You must pay the full amount of Fees set out in each invoice to an account specified by SISS without any deductions for or on account of any set-off or counterclaim.
If you fail to pay any part of the Fees by the date it is due, SISS may immediately suspend your ability to use the ACSISS Connect and your access to the Data and the Materials until all amounts owing to SISS are paid in full.
BANKS
The ability of SISS to provide the Data to you through the ACSISS Connect is reliant upon the Banks providing that Data to SISS. You may be required to complete a Customer Authority before a Bank agrees to provide Data to SISS.
SISS discloses that it enters into agreements with each relevant Bank for the provision of Data to the Customer. From time to time, SISS may request your reasonable assistance to comply with its obligations pursuant to its agreements with the Banks.
Should any Bank be unwilling or unable to provide the Data to SISS for any reason, SISS will not be responsible for any loss or damages caused to you or any third party.
You acknowledge and agree that the Data (or any part of the Data) provided through the ACSISS Connect may only be used for the Permitted Purpose. You must notify SISS in writing immediately if you know, or reasonably suspect, that the Data has been used for another purpose other than the Permitted Purpose.
INTELLECTUAL PROPERTY
The Customer acknowledges and agrees that SISS is the owner of all Intellectual Property Rights in the ACSISS Connect and the Materials.
The Customer must not alter, damage, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark of SISS on the ACSISS Connect and the Materials.
The Customer must not knowingly do, cause or authorise the doing of anything contrary to this Licence which may adversely affect or jeopardise SISS’s:
Intellectual Property Rights;
right, title or interest in or to the ACSISS Connect or Materials owned by SISS or a Related Body Corporate of SISS; or
rights under this clause 6.
SERVICES
Subject to your compliance with these Terms and Conditions (including paying the Fees), SISS will provide the Services to you during the Term.
SISS will make the Data available to you through the ACSISS Connect. The Data in respect of a day will be available for you to access through the ACSISS Connect by 9:00am the next Business Day.
SECURITY
You must safeguard and must not share with any other person (except its employees and contractors) any security credentials (including, without limitation, customer IDs, usernames and passwords) issued to you by SISS for access to the ACSISS Connect or Materials, or to access or use the Data through the ACSISS Connect. SISS will not be liable for any loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by you in the event you disclose your security credentials with any other person.

SISS REPRESENTATIONS AND WARRANTIES
SISS represents and warrants that:

it has the right to license the ACSISS Connect and the Materials to the Customer; and
the Customer’s Use of the ACSISS Connect and the Materials will not infringe the Intellectual Property Rights of any third party.
CUSTOMER WARRANTIES, OBLIGATIONS & ACKNOWLEDGEMENTS
You warrant that you have not relied upon any representation made by SISS other than as set out in this Agreement.
You represent and warrant that you own all right, title and interest to the Data, and that the Data represents information in respect of your business.
You warrant that all information, representations and warranties provided to SISS pursuant to this Agreement (including the Customer Information) remain true and correct in all respects, and that you will advise SISS should any information, representations or warranties no longer be true and correct at any time.
You acknowledge and agree that all information you provide to SISS (including the Customer Information) may be disclosed by SISS to the Banks for the Permitted Purpose.
You are not permitted to sell, license, charge, mortgage or otherwise encumber the ACSISS Connect and/or the Materials in any way.
You are solely responsible for the Use, supervision, management and control of the ACSISS Connect and the Materials in accordance with these Terms and Conditions.
You will ensure that the ACSISS Connect and Materials are at all times protected from access, use or misuse and damage and destruction by any person not authorised by either SISS or you, and you will notify SISS immediately if you become aware of any unauthorised use of the ACSISS Connect and/or Materials.
You will comply with:
all applicable laws and regulations; and
the Privacy Act 1988 (Cth) and any other legislation or regulation affecting privacy or the collection, handling, storage, processing, use or disclosure of personal data (Privacy Laws);
at all times.
You must notify SISS as soon as reasonably practicable after you become aware of or reasonably suspect you may have breached any of your obligations in clause 10(h), including where there may have been a breach of Privacy Laws, computer or network security breaches or anything likely to cause corruption in the Data.
You agree to notify SISS immediately of any suspected or actual breach of:
security (including any ‘eligible data breach’ (as that term is defined in the Privacy Amendment (Notifiable Data Breaches) Act 2017 (Cth) (PA Amendment)); or
any other laws;
pertaining to the Data, or ay Microsoft Agreement, by you or any of your Related Bodies Corporate including in relation to any Third Party User, and acknowledge that SISS may notify Microsoft or one or several Banks of the suspected or actual breach. You must immediately take any remedial action in relation to the breach as instructed by SISS or any Bank. You indemnify and holds harmless SISS and each Bank against any loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by SISS and/or each Bank as a result of any breach set out above including an ‘eligible data breach’ or a failure to notify an ‘eligible data breach’ (including in the event that a Bank brings a claim or action against SISS as a result of any breach of the Privacy Act or the PA Amendment).
You acknowledge you have no Intellectual Property Rights in the ACSISS Connect and/or the Materials and the parties agree that other than as provided in clause 6 (Intellectual Property), nothing in these Terms and Conditions transfers ownership in, or otherwise grants any rights in, any Intellectual Property Rights of SISS.
You acknowledge that SISS is not contracted under these Terms and Conditions to install or provide acceptance testing of the ACSISS Connect.
You acknowledge that no guarantees are made in respect of the accuracy or completeness of the ACSISS Connect and the Materials or that they are free from error.
You acknowledge that no guarantees are made in respect of the accuracy or completeness of the Data by SISS or the Banks.
You will not hold SISS or the Banks liable for any inaccuracy or incompleteness of the Data provided through the ACSISS Connect.
You can only use the Data and the ACSISS Connect for the Permitted Purpose and may not use the ACSISS Connect for the purpose of obtaining and storing Data for the purpose of on-supply to third parties (for example, as a data aggregator) or for any other purpose that is specifically excluded under these Terms and Conditions.
You must disclose in writing to SISS the details of any parties that will access or use the Data (Third Party User) where that access or use is not for the Permitted Purpose. You will ensure that any Third Party User using the Data or the ACSISS Connect for the Permitted Purpose is aware of the obligations under these Terms and Conditions, and agrees to comply with these Terms and Conditions as if it were the Customer under these Terms and Conditions.
COMPLIANCE
A Bank may impose conditions on, suspend or cancel a Customer’s access to Data at its absolute discretion (including for any security or data protection reasons). Any suspension or cancelation of access to the Data in these circumstances will not constitute a breach of these Terms and Conditions by SISS.
You acknowledge and agree that a Bank may impose certain conditions on your access to Data through the ACSISS Connect (including without limitation certain security requirements) which may require SISS to have to amend these Terms and Conditions or which may require you to provide certain information to SISS or to the respective Bank. You agree to comply with such conditions or requests for information in a timely manner.
LIMITATION OF LIABILITY
To the maximum extent permitted by law:
SISS’s liability for any breach, act or omission of SISS in the performance of these terms (whether based in contract, tort (including negligence), common law, equity, statute or otherwise) is limited in aggregate to the total Fees paid and payable by the Customer to SISS in the twelve (12) month period immediately before the occurrence giving rise to the liability;
SISS’s liability under these terms, will be reduced to the extent that the Customer caused or contributed to the relevant loss or liability or the act giving rise to the loss or liability; and
SISS expressly disclaims all implied warranties and conditions including without limitation implied warranties as to merchantability and fitness for purpose of the ACSISS Connect and Materials.
Neither SISS nor the Banks will be liable to you for any error or omission in the Data.
SISS acknowledges that the Customer may have rights under Australian Consumer Law and similar state and territory laws, including guarantees, which may not be limited or excluded. Nothing in these terms operates to limit or exclude those rights. To the extent permitted by law, the SISS’s liability for breach of any non-excludable guarantee is limited, at the SISS’s option:
in the case of goods, the repair or replacement of the goods or cost of repairing or replacing the goods; and
in the case of services, the reperformance of the services or the cost of reperformance of the services.
To the fullest extent permitted by law, SISS excludes any and all liability for indirect, economic, special or consequential loss or damage including without limitation the loss or corruption of the ACSISS Connect or the Data, loss of profit, revenue, time, goodwill, data, anticipated savings, opportunity and production of the Customer and/ or any other commercial or economic loss of any kind of the Customer or any third party arising from these Terms and Conditions.
SISS shall not be responsible for:
any unauthorised access to, or alteration of, the Customer’s transmission of Data or any material, information or Data sent or received by the Customer, regardless of whether the Data is actually received by SISS from the Banks directly; or
any transaction entered into by the Customer in respect of the transmission of Data.
INDEMNITY
The Customer indemnifies and holds harmless SISS and the Banks, will keep SISS and the Banks indemnified and shall make good any loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by SISS and/or the Banks as a result of any breach of these terms or any use of the ACSISS Connect and/or the Materials and/or the Data other than in accordance with these terms including without limitation any unauthorised use of the ACSISS Connect and/or Materials and/or Data by the Customer, any Third Party User or any other party, or as a result of any ‘eligible data breach’ (as that term is defined in clause 10(j)) or any failure to notify SISS of an actual or suspected ‘eligible data breach’ as set out in clause 10(j).
The Customer indemnifies, holds harmless, will keep SISS indemnified and shall make good any and all loss, claim, action, settlement, award, judgment, expense or damage suffered or incurred by SISS or any third party as a result of the inaccuracy or incompleteness of the Data.
CUSTOMER’S BREACH AND SUSPENSION OF DATA
SISS may at any time suspend or cancel, with immediate effect, the provision of the Data (or any part of the Data) or your access to the ACSISS Connect and Materials if SISS becomes aware of or suspects that you have breached any provision of these Terms and Conditions.
SISS will advise you in writing of any suspension or cancellation under clause 14(a), and within fourteen (14) days will inform you in writing what SISS requires to be done to remedy the breach. If you do not remedy the breach within the time required by SISS, SISS may terminate or suspend your access to the ACSISS Connect with immediate effect.
A Bank may suspend or cancel the provision of the Data or any part of the Data for any reason and at any time without prior notice to SISS or the Customer.
SISS will not be liable to you for any cost, loss or expense as a result of a suspension or cancellation of the provision of Data or access to the ACSISS Connect under clause 14(a) or clause 14(c).
TERMINATION
Either party may terminate these Terms and Conditions on seven (7) days’ written notice to the other party.
SISS may cease to provide access to the ACSISS Connect and any Services upon seven (7) days’ written notice to the Customer if the Customer fails to pay any part of the Fees as and when they are due in accordance with these Terms and Conditions.
Either Party may terminate these Terms and Conditions upon written notice to the other party if any of the following occurs:
the other party becomes bankrupt or enters into liquidation or dissolution (whether compulsory or voluntary), or a receiver is appointed to carry on the other party’s business, or the other party enters into an arrangement or composition for the benefit of its creditors, in which case these Terms and Conditions will terminate immediately; or
either party ceases to operate its business, in which case these Terms and Conditions will terminate immediately.
If these Terms and Conditions are terminated for any reason, then all rights granted to the Customer, including the ability to use the ACSISS Connect and the provision of any Services, under these Terms and Conditions will cease immediately.
Termination of these Terms and Conditions is without prejudice to the rights of either party which may have accrued prior to the effective date of termination.
Following termination, the following clauses will remain in full force and effect: 6 (Intellectual Property), 10 (Customer Warranty), 12 (Limitation of liability), 13 (Indemnity), 15(d) (Consequences of Termination), 15(f) (Survival), 16 (Notices), 17 (Dispute Resolution) and 19 (General Provisions).
NOTICES
Any notice given pursuant to these Terms and Conditions must be in writing, signed by an officer, employee or director of the sender, addressed to the recipient at the address, facsimile number or email address as notified by one party in writing to the other. SISS’s notice details are as follows:
SISS Data Services
Suite 5, 31 Hume Street
Crows Nest NSW 2065
Email: accounts@siss.com.au
A notice will be deemed given on the same day if hand delivered with authorised receipt; if posted, then three (3) business days after date of posting; and if by email, upon successful transmission of the email without receiving a failure to transmit receipt.
SISS may give a notice pursuant to this agreement by mobile text message (‘SMS’) to the mobile number of the Customer as provided by the Customer to SISS. The notice will be deemed to be given upon successful transmission of the text message without receiving a failure to transmit receipt.
DISPUTE RESOLUTION
In the event of a dispute arising between the parties in respect of any right or obligation under these Terms and Conditions, each party covenants with the other in good faith to refer to the parties’ respective senior management at a level deemed appropriate by each party given the nature of the dispute and to negotiate in good faith to resolve the dispute.
If the parties are unable to resolve a dispute in accordance with clause 17(a) within a reasonable period having regard to the nature of the Licence and the dispute, then either party may apply to their local State/Territory Alternative Dispute Resolution centre for resolution of the dispute under the ADRoIT Principles.
GST
Despite the definition of consideration in the GST law, and unless otherwise expressly stated in these Terms and Conditions, prices or other sums payable or consideration to be provided under or in accordance with these Terms and Conditions are exclusive of GST.
If a party makes a taxable supply under or in connection with these Terms and Conditions, the other party must pay to the supplier at the same time, and in addition to the GST-exclusive consideration, an amount equal to the GST payable on that supply.
The supplier must, as a precondition to the payment of GST under clause 18(b) (GST), give the other party a tax invoice.
If an adjustment event arises in connection with a supply made under these Terms and Conditions, the supplier must give the other party an adjustment note in accordance with the GST law.
If these Terms and Conditions require one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, that party must pay an amount equal to the GST payable on that expense, loss or outgoing.
GENERAL PROVISIONS
Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales and any claim made by one party against the other in any way arising out of this agreement will be heard in New South Wales and the parties submit to the jurisdiction of those courts.

Relationship
Nothing in these Terms and Conditions will constitute or be deemed to constitute a partnership, joint venture or agency between the parties.

Entire Agreement
These Terms and Conditions constitute the entire terms of agreement between the parties and all understandings, prior representations, arrangements or commitments that are not contained in these terms have no effect whatsoever and do not bind the parties.

Waiver
No waiver of any right or remedy will be effective unless in writing and shall not operate as a waiver of that right or remedy or any other right or remedy on a future occasion.

Implied Terms
Any implied term under law that can be excluded is hereby expressly excluded and no term is to be implied as being a term of these Terms and Conditions unless by law it cannot be excluded.

OTHER SERVICES
Emails and newsletters
SISS will provide regular emails and newsletters to the Customer as frequently as SISS shall determine in its absolute discretion.

Update service
SISS will update the ACSISS Connect and Materials as often as it is required as determined by SISS in its absolute discretion.

CHANGE TO THESE TERMS AND CONDITIONS
SISS may from time to time vary these terms by notifying the Customer of an update to these Terms and Conditions. A variation to these terms will be effective from the time the Customer agrees to accept that variation.

SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms and Conditions:

Additional Fees means those fees set out in Fee Schedule;
Banks means the banks listed below, and Bank means any one of them:
ANZ
Commonwealth Bank
National Australia Bank
Westpac
Rabobank
Bendigo Bank
Macquarie Bank
St. George
Bank of Melbourne
Bank of South Australia
Bank of Queensland
Business Days means calendar days on which the banks of New South Wales are open;
Confidential Information means all confidential, non-public or proprietary information in whatsoever form and regardless of how that information is stored or delivered relating to research and development, processes, trade secrets, computer programs and software, customers, suppliers, finances and business plans and strategies of the disclosing party together with any information the receiving party knows or ought to know is confidential, but does not include any information which prior to the date of these Terms and Conditions was lawfully in the public domain or which the discloser has published, circulated or announced publicly or was developed by the receiving party independently of the disclosing party;
Corporations Act means Corporations Act 2001 (Cth);
Customer, you and your means a user of the ACSISS Connect or the Services;
Customer Authority means the Customer’s written consent for a Bank or several Banks to disclose and supply the Data to SISS for the Permitted Purpose;
Customer Information means the identifying information the Customer provides SISS such as name, address, contact details, email and telephone number;
Data means financial information relating to the Customer and their respective operations, assets, products, sales and other transactions as recorded by a Bank;
Fees means the fees payable in accordance with clause 4(a);
Fee Schedule means the schedule of fees set out at Business Central – ACSISS
Module	Fee (excluding GST)	Payment terms
Setup Fee	$99.00	The Setup Fee is payable once the Customer agrees to the Terms and Conditions.
Monthly Fee	
Corporate Plan

$199.00 per month up to 1000 transactions per calendar month, and $0.10 for each transaction over 1000 transactions during that calendar month.
SISS will prepare an invoice in arrears in respect of the Monthly Fee and provide this to the Customer within five (5) Business Days of the end of each calendar month. The Monthly Fee will be payable within seven (7) days of the date of issue of the invoice.
GST has the meaning it has in the GST Act;
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property Rights means all present and future rights in copyright, circuit layout, designs, trademarks, trade secrets, know-how, Confidential Information, patents invention and discoveries and all other intellectual property as defined in Article 2 of the World Intellectual Property Organisation (WIPO) Convention whether registrable, registered, patentable or not;
Licence means the licence to use the ACSISS Connect granted by SISS to the Customer in clause 2(a);
Microsoft Agreement means any agreement between the Customer and Microsoft, including any agreement or terms of use in respect of the ‘Microsoft Access’ or ‘Microsoft Dynamics’ product which the Customer may use;
Materials means the documentation (whether in electronic form or hard copy) provided by SISS to the Customer including the operating manuals and other materials relating to the ACSISS Connect and includes updates to those materials;
Monthly Fee means the monthly fee detailed in the Fee Schedule;
Permitted Purpose means the purpose of allowing the Customer to access the Data (or part of it) in order to allow the Customer to upload that Data to the Customer’s ‘Microsoft Dynamics 365’ or ‘Microsoft Access’ account for the purpose of administering and managing its business. The Permitted Purpose excludes the Customer using the Data (or any part of it) for:
offering or engaging in the business of providing any data aggregation services or other services which could reasonably be regarded as similar to those services, or similar to other services that SISS provides;
gambling or betting activities; or
offering to provide or providing credit scores or other credit ratings of any person.
Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in material form or not, about an individual whose identity is apparent, or can be reasonably ascertained, from the information or opinion provided to the Customer under this Agreement;
Privacy Legislation means:
the Privacy Act 1988 (Cth);
any legislation relating to Personal Information from time to time in force in any:
Australian jurisdiction; and
non-Australian jurisdiction (to the extent that any Bank or any Personal Information or the Customer is subject to the laws of that jurisdiction), affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of personal data;
any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any of the legislation referred to in clause (ii) above, as amended from time to time; and
without limiting any of the foregoing clauses of this definition, any relevant privacy laws in any jurisdiction in which the Customer or the Licensor stores, transfers or accesses the Data;
Related Body Corporate has the meaning detailed in the Corporations Act 2001 (Cth);
SISS, us, we means SISS Data Feed No 1 Pty Limited ABN 95 152 620 365;
ACSISS Connect means the software application (including the connector software) made available by SISS through the ‘Microsoft App Source’ platform available at https://appsource.microsoft.com/en-AU/ which can be downloaded by a Customer to that Customer’s ‘Microsoft Dynamics’ subscription;
Services means making the ACSISS Connect available for use by the Customer and any other products or services which may be offered by SISS to the Customer;
Setup Fee means the one off setup fee detailed in the Fee Schedule; and
Use means use/load, run.
1.2 Interpretation
In these Terms and Conditions the following rules of interpretation apply unless the contrary intention appears:

headings are for convenience only and do not affect the interpretation of these terms;
the singular includes the plural and vice versa;
words that are gender neutral or gender specific include each gender;
where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
a reference to:
a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
a thing (including, but not limited to, a chose in action or other right) includes a part of that thing;
a party includes its successors and permitted assigns;
a document includes all amendments or supplements to that document;
a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this document;
a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
an agreement other than these terms includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
a monetary amount is in Australian dollars;
an agreement on the part of two or more persons binds them;
when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;
in determining the time of day, where relevant to these terms, the relevant time of day is:
for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or
for any other purpose under these terms, the time of day in the place where the party required to perform an obligation is located;
no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these terms or any part of them; and
if there is any conflict between the body of these terms and its schedules the terms of the main body of these terms will prevail.