API Developer Terms and Conditions
August 2016
1. API Developer Terms and Conditions
1.1 Your use of and access to the API Services is governed by these Terms. By using the API Services you agree to be bound by these Terms and to use the API Services solely in accordance with these Terms.
1.2 If you are an individual using the API Services on behalf of an organisation or in your capacity as an employee or contractor of an organisation:
(a) you represent and warrant that you have the authority to bind that organisation to these Terms; and
(b) references in these Terms to 'you' are references to you as an individual and to that organisation.
2. Your Responsibility for Employees, Contractors and Agents
2.1 You must ensure that all of your employees, contractors and agents are aware of, and comply with, these Terms.
2.2 You will be liable for all acts and omissions of any person to whom you allow access to the Developer Portal (including your employees, contractors and agents), including for any breach by that person of these Terms on the basis that each reference to 'you' in these Terms is also a reference to that person.
3. Your Responsibility for Costs
3.1 You are responsible for:
(a) your own development and other costs incurred in connection with your use of the API Services; and
(b) any costs or expense in relation to your compliance with these Terms.
4. Application and Approval Process
4.1 To access and use the Developer Portal you must first register for such access and use. We may refuse or permit your registration at our sole discretion.
4.2 Once you have been registered for the Developer Portal and wish to access and use our APIs, you will need to apply separately for an API Key. An API Key for an App will, initially, allow you access to our sandbox environment, which contains mock data. You will need to apply for:
(a) a new API Key for each new App;
(b) our approval, and, if we require it, a new API Key, for each update or new version to or of an App; and
(c) our approval each time you move an App from the sandbox environment to the production environment, which allows access to production data.
4.3 At no time will you be permitted to:
(a) develop or use any App in the sandbox environment on the Developer Portal until we have issued you with an API Key for that App; or
(b) use any App (or update to, or new version of, your App) in the production environment until we have reviewed and approved your application to move that App (or update or new version) to the production environment and reauthorised the applicable API Key.
4.4 We may require additional information, documentation or clarification in respect of any application you make for an API key or for our approval, and we reserve the right not to proceed with considering your application until you have provided such information, documentation or clarification. Factors we may (but will not be required to) take into account in considering any application you make include:
(a) the nature and purpose of your App;
(b) the manner and purpose for which the relevant Data Set will be used and distributed; and
(c) whether we believe you have a suitable support model in place to ensure appropriate support for users of your App.
4.5 You must ensure that all information you provide to us in relation to your application for an API Key or for our approval, and your App, is complete, accurate, up-to-date, true and not misleading in any way.
4.6 We may approve your application for an API Key or for our approval subject to conditions, in which case you must comply with all such conditions.
4.7 We will not be under any obligation to approve any application that you make for an API Key or for our approval and we may reject any application you make at our sole discretion, without giving you reasons why.
5. Ongoing API Use and Use of Data
5.1 You must keep any API Key we issue to you, and any Client Secret you generate, secure.
5.2 You must only use an API Key and any Client Secret for the organisation on whose behalf you agreed to these Terms (or, if you are not an individual acting on behalf of an organisation or in your capacity as an employee or contractor of an organisation, only use it yourself).
5.3 You must not disclose or transfer an API Key to, or allow an API Key to be used by, anyone else (other than ASB).
5.4 You must not disclose or transfer a Client Secret to, or allow a Client Secret to be used by, anyone else (including ASB).
5.5 You must not use or access our APIs for any purpose other than a purpose expressly approved by us in writing.
5.6 You must not use, copy, exploit, disclose, distribute or disseminate any API Data or Data Set in any manner or for any purpose which has not been expressly approved by us in writing in respect of such API Data or Data Set.
5.7 You may not use our APIs or API Data in any way which:
(a) is illegal or misleading or infringes other’s rights (including intellectual property rights);
(b) in our opinion, damages or adversely affects our reputation; or
(c) causes, or would cause, us to breach any applicable laws, or any legal duty or obligation to any person.
5.8 We may modify, add, replace, discontinue or upgrade any or all of our APIs, and any API Data or Data Set, at any time at our discretion and without incurring any liability to you.
5.9 You acknowledge that you are using and accessing the APIs and the API Data in trade and to the maximum extent permitted by law the provisions of the Consumer Guarantees Act 1993 do not apply.
5.10 You must not license, sublicense or resell any API Data.
5.11 You acknowledge and agree that we will monitor your access to, and use of, the API Services. You agree to assist us in verifying your compliance with these Terms by immediately providing information about your Apps to us on request, which may include access to your Apps and other materials related to your use of the APIs or API Data.
6. API Internet Banking
6.1 If you use any of our APIs which relate to API Internet Banking, you:
(a) must only provide us with Transaction Instructions which have been expressly authorised by the Customer to which those Transaction Instructions relate;
(b) must only request Customer Information that has been expressly authorised by the Customer to which that Customer Information relates;
(c) must only use Customer Information for purposes that have been expressly authorised by the Customer to which that Customer Information relates;
(d) must not store Customer Information for longer than is strictly necessary to achieve the purpose for which it was obtained;
(e) must protect all Customer Information against loss, unauthorised access, use, modification, disclosure and other misuse;
(f) must comply with your obligations under the Privacy Act 1993;
(g) acknowledge that we will have no involvement in any dispute between you and a Customer relating to any matter whatsoever, unless we deem it necessary in our sole discretion; and
(h) acknowledge that we may cease acting on Transaction Instructions and Customer Information requests received from you at any time without notice.
7. Your Content
7.1 We will not have any liability to you in relation to Your Content, including in relation to any loss, corruption or deletion of Your Content whether arising as a consequence of our acts or omissions or otherwise.
7.2 You are responsible for ensuring that you retain appropriate copies and backups of Your Content separately from the Developer Portal.
8. Termination and Suspension
8.1 We may terminate your access to the API Services on seven (7) days’ notice to you.
8.2 We may immediately suspend or terminate your access to the API Services (or any element of them) if you breach, or if we believe (at our sole discretion) that you may have breached, these Terms. This clause applies to any breach of these Terms, not just a material breach.
8.3 Without limiting clause 7, you agree that we may, in the event of termination, immediately delete from the Developer Portal, without further notice, any or all of Your Content.
9. Intellectual Property
9.1 We (or our third party licensors) own all rights, title and interest (including any intellectual property rights) in and to the Developer Portal (including any content on it, other than Your Content), the APIs and API Data and all other software and systems used by us in connection with the APIs.
9.2 You must not promote or use your App or any API Data or any goods and services associated with your App or any API Data which implies or suggests your application or those goods and services are endorsed by or in any way affiliated with us, or any of our related companies.
9.3 You must not use any of our trademarks, logos or brands without our express written approval. You will comply with any guidelines issued by us regarding use of our trademarks, logos or brands. We may revoke any approval given in relation to our trademarks, logos or brands at any time.
9.4 Nothing in these Terms grants or transfers to you any intellectual property rights or other interest in any of our trademarks, logos or brands.
9.5 You (or your third party licensors) will own all rights, title and interest (including any intellectual property rights) in and to Your Content. You hereby grant to us and our related companies a royalty free and non-exclusive licence to use and copy Your Content for the purposes of facilitating and administering your access to and use of the API Services.
9.6 You represent and warrant that you have the right to use, reproduce, transmit, copy, display and distribute Your Content and to grant us the licence to use and copy Your Content and that the use of your Apps by its users, and our use or any copying of Your Content, will not violate or infringe the rights (including intellectual property rights) of any third party.
10. Our Liability
10.1 We give no warranties about:
(a) the API Services, or the availability of our API Services. In particular, you acknowledge that we do not warrant or represent that the APIs will operate without interruption or be error free; or
(b) the accuracy, completeness, suitability or fitness for purpose of any API Data.
10.2 We will not have any liability to you in connection with:
(a) any temporary or permanent unavailability of the API Services; or
(b) your use of any API Data.
10.3 We exclude any and all liability to you or any other person for any loss, damage, cost or expense suffered or incurred by you or them arising directly or indirectly from your use of, or access to, the API Services or otherwise arising in connection with these Terms, regardless of whether such liability arises in contract, tort (including negligence), equity, statute or otherwise.
10.4 All exclusions and limitations to our liability set out in these Terms are to apply to the maximum extent permitted by law.
11. Your Liability
11.4 You agree to indemnify, and keep indemnified us and hold us harmless, from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities or demands suffered or incurred by us arising out of or in connection with:
(a) your breach of these Terms, your App, or any act or omission by you, your users (including any person who is given access to API Data via your App), employees, agents or contractors in relation the API Services;
(b) your provision of any services to, or interaction with, Customers including, but not limited to, us acting on any Transaction Instructions received from you, providing you with any Customer Information, and any unauthorised access to, or use of, a Customer’s products; and
(c) any claim or proceeding brought against us to the extent the claim or proceeding is based on an allegation that our use, copying or possession of Your Content infringes the rights (including intellectual property rights) of any third party.
12. General
12.1 We may collect and hold personal information about you and any person to whom you allow access and use of the API Services. We will use such information for the purpose of administering your and any such person's access to and use of the API Services.
12.2 Any obligation on you not to do a thing includes an obligation not to suffer, permit or cause that thing to be done.
12.3 You must ensure that you and your App each comply with relevant laws.
12.4 You may not assign or transfer your rights under these Terms.
12.5 Failure or neglect by us to exercise any right or enforce any right or remedy under these Terms will not be deemed to be a waiver of such right or remedy or a waiver of our rights to take subsequent action.
12.6 Any part of these Terms that is illegal, invalid or unenforceable will be severed from, and will not affect the legality, validity or enforceability of, the remainder of these Terms.
12.7 We may change these Terms at any time, with such changes taking effect from the date we publish amended terms on the Developer Portal (and you should check for any such changes each time you log on to the Developer Portal). Your continued use of the API Services after any changes constitutes your acceptance of any such changes.
12.8 These Terms are governed by the laws of New Zealand and you submit to the exclusive jurisdiction of the courts of New Zealand.
13. Definitions
“API Data” means any data or other content that we make available on or through the Developer Portal, including Customer Information
“API Internet Banking” means any services where we act on Transaction Instructions or Customer Information requests received via the APIs from a person who is not the Customer to which those Transaction Instructions or Customer Information requests relates
“API Key” means the unique API key that we issue to you to enable your App to access an API
“API Services” means the Developer Portal, the APIs and any API Data
“APIs” means those APIs made available via the Developer Portal
“App” means any software application that you develop, or intend to develop, through the use of an API
“ASB”, “us”, “we” and “our” means ASB Bank Limited
“Client Secret” means the unique key generated by you (and kept secret from us) as an additional security measure to be used alongside an API Key
“Customer Information” means any information relating to a Customer
“Customer” means any customer of ASB
“Data Set” means any data set forming part of the API Data
“Developer Portal” refers to the online portal which we may make available from time to time to enable access to APIs
“Terms” means these API Developer Terms and Conditions
“Transaction Instructions” means any instructions relating to a Customer’s accounts or products with us