Developer Portal & Testing Environment
Terms of Use
1.1 Terms
These terms of use (Terms) set out the basis upon which You may access and use the National Livestock Identification System Uplift Developer Portal (the Portal) and the National Livestock Identification System Test Environment (NLIS Test Environment) (together, the NLIS Systems). By accepting these terms and accessing the Portal, You agree to accept and be bound by these Terms. Where You seek to access certain services or information within or via the NLIS Systems, You may be required to accept or agree to further terms as notified to You.
1.2 Role of the Administrator
The NLIS Systems are owned and operated by Integrity Systems Company Limited ABN 34 134 745 038 (the Administrator). The Administrator will manage and operate the Portal and NLIS Test Environment.
1.3 Changes to Terms
(a) The Administrator may vary these Terms from time to time. The Administrator will provide [30 days’] notice of any material changes to these Terms, except where a shorter notice period is required for compliance with any relevant laws. By accepting these terms and accessing the Portal when prompted following notice of a variation, You agree to accept and be bound by the updated Terms.
(b) If You do not agree to a change in these Terms notified to You, You must promptly notify the Administrator and Your access to the Portal will be terminated.
(a) In order to access the Portal, You are required to setup an Account by registering with your email address and selecting a password. You are responsible for maintaining the security and confidentiality of your Account details and for all activities that occur under your Account, whether or not you authorise those activities.
(b) You must immediately notify the Administrator if You become aware of any known or suspected unauthorised use of Your Account.
(c) You must not share Your Account details with any third parties other than those authorised to act on Your behalf. You bear all responsibility and risks associated with the sharing of Your login details or password with any third parties.
3.1 Grant
(a) Subject to these Terms, the Administrator grants to You a non-exclusive, non-transferrable and non-sublicensable right to:
(i) access the Portal
(ii) use the NLIS API; and
(iii) use any credentials, testing environments or other materials that may be provided by the Administrator to You,
to test Your software’s functionality with the NLIS Test Environment (or other such functionality as agreed by the parties) (Testing Period Licence).
These Terms commence on the date that You accept them and will continue in force unless terminated in accordance with the requirements contained below.
(a) You agree to only use the NLIS Systems in accordance with:
(i) these Terms;
(ii) any applicable legislative requirements, including all relevant laws and regulatory requirements in connection with the NLIS; and (iii) the reasonable directions of the Administrator as described in clause 6.
(b) You agree, except to the extent permitted by these Terms or applicable law, not to:
(i) modify, interfere or alter the NLIS Systems;
(ii) attempt to circumvent the security of the NLIS Systems;
(iii) knowingly introduce any malicious or disabling code, virus or similar to the NLIS Systems;
(iv) download, reproduce or otherwise copy the NLIS Systems whether in whole or in part, unless expressly authorised by the Administrator;
(v) seek to obtain or derive the source code, underlying ideas, algorithms or file formats to the NLIS Systems;
(vi) allow third parties to use or access the NLIS Systems without the Administrator’s prior written consent; or
(vii) attempt to work around any technical limitations in the NLIS Systems that only allow the Administrator to use the NLIS Systems in certain ways.
(c) The Administrator may slow-down, limit, deny, suspend or terminate Your access to the NLIS Systems under this clause 5 at any time, including if the Administrator becomes aware of any potential or actual breaches of this clause.
You agree to cooperate with the Administrator and comply with any reasonable directions issued by the Administrator in respect of the use of the NLIS Systems. You must provide all information and take any action reasonably requested by the Administrator in respect of Your use of the NLIS Systems, as reasonably required to comply with any applicable laws.
(a) The Administrator may update or modify the NLIS Systems from time to time, but it is not required to do so. The Administrator will use reasonable endeavours to provide reasonable prior notice of those updates or modifications to You.
(b) By using the NLIS Systems, You consent to any updates or modifications made by the Administrator and acknowledge that You may be required by the Administrator to modify your software and undergo further testing to confirm the software’s functionality with the NLIS Test Environment.
(a) All rights (including intellectual property rights such as copyright) in the NLIS Systems, including the contents and design, are owned by or licensed to the Administrator. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
(b) You must not reproduce, adapt, store, transmit, print, display, publish or create derivative works from any part of the content or design of the NLIS Systems except with the Administrator’s prior written consent or as permitted by applicable copyright legislation.
(a) The Administrator will keep a register containing (in addition to any other information that may from time to time be considered desirable by the Administrator) the following information about You:
(i) Your contact information;
(ii) Your organisation details and ABN;
(iii) Your role and sector information; and
(iv) any integration requirements. (b) The Administrator may use the information collected in clause 9(a) in such manner as it considers appropriate for the purposes of administrating the NLIS Systems and for carrying out the business activities of the Administrator. Any personal information collected from You in the operation of the NLIS Systems will be dealt with in accordance with the Administrator’s Privacy Policy or as otherwise specified within these Terms.
(c) The Administrator may use “cookies” to make a record of Your visit to the Portal and log Your visit for statistical and business purposes. Such information may include your server address, domain name, IP address, the date and time of Your visit, pages accessed, documents downloaded, previous website visited and the type of browser used. Some of this information may be capable of personally identifying You. Please refer to the Administrator’s Privacy Policy for more details.
You must:
(a) comply with the Privacy Laws;
(b) not disclose any personal information provided to You by the Administrator under or in connection with these Terms to any entities located outside of Australia without the Administrator’s prior written consent; and
(c) in relation to any personal information provided to You by the Administrator under or in connection with these Terms, You must:
(i) only store, use, disclose or otherwise handle the information for the specific purposes for which it was provided to You under these Terms;
(ii) co-operate with any reasonable request or direction of the Administrator which relates to the protection of the information; and
(iii) not disclose this information to any other entities without the Administrator’s consent.
11.1 General
You must:
(a) implement appropriate technical and organisational measures against the unauthorised or unlawful disclosure or processing of Protected Data and against accidental loss or destruction of, or damage to, the Protected Data;
(b) not use and ensure that Your personnel do not use Protected Data for any other purpose other than directly for the performance of Your obligations or exercise of Your rights under these Terms; and
(c) furnish to the Administrator copies of such security, audit and control reports generated by Your auditors, if any which are relevant to its obligations under this agreement, as may be requested by the auditor.
11.2 Data loss
You must at all times when performing Your obligations under these Terms use appropriate procedures and care to avoid loss or corruption of data, including Protected Data.
11.3 Data breaches
(a) If there is an actual or suspected misuse or loss of, interference with, unauthorised access to, modification of, or disclosure of Protected Data (Data Security Incident), You must:
(i) give the Administrator a written notice setting out the nature of the incident, immediately after becoming aware of the Data Security Incident;
(ii) promptly provide all information requested by Administrator relating to the Data Security Incident; and
(iii) immediately do all things necessary to mitigate the effects of and remediate the Data Security Incident.
(b) If Administrator has reasonable grounds to believe the Data Security incident is an Eligible Data Breach, You must, at no cost to the Administrator:
(i) cooperate with and provide all reasonable assistance to investigate the Data Security Incident;
(ii) cooperate with Administrator to minimise reputational damage or loss of goodwill, including liaising with the Administrator prior to communicating with the affected individual(s) to minimise disruption or distress to the individual;
(iii) comply with all reasonable directions of the Administrator in respect of the Data Security Incident;
(iv) use reasonable endeavours by taking remedial action to prevent the risk of serious harm to the relevant individuals in connection with the Eligible Data Breach and must keep the Administrator informed of any remedial action You are taking; and (v) except where clause 11.3(c) applies, must not disclose to any third party, including the Office of the Australian Information Commissioner, the
existence or circumstances surrounding the incident without obtaining the Administrator’s prior written approval.
(c) Where You are required under the Privacy Laws to, notify the Office of the Australian Information Commissioner or an individual about an Eligible Data Breach, You agree to:
(i) provide to the Administrator a prior copy of any announcements or notifications it intends to make at least 2 business days before issuing the notification or making the announcement; and
(ii) make any changes to the notifications or announcements as reasonably requested by the Administrator (provided that those changes would not cause the party to fail to comply with or breach any Privacy Laws).
(d) For the avoidance of doubt, this clause does not preclude the MLA Group from notifying impacted individuals or the Office of the Australian Information Commissioner for the purposes of fulfilling its obligations under Privacy Laws.
12.1 Obligations
(a) Subject to clause 12.2, You must not during or after the Term:
(i) except in the proper course of performance of this agreement, disclose to any person who has a need to know without the Administrator’s prior written consent these Terms or any Confidential Information of or provided by the Administrator; or
(ii) use, or attempt to use, any Confidential Information of or provided by the Administrator in any manner other than that contemplated by these Terms.
(b) If You are authorised to disclose the information to any person in accordance with clause 12.1, You must ensure that the recipient is made aware of the confidential nature of the Confidential Information and these Terms.
12.2 Excluded information
Your obligations under this clause 12 do not apply to any Confidential Information which:
(a) You can show was in Your possession at the time of disclosure to You and was not acquired in breach of an obligation of confidence or under an obligation of confidence;
(b) is in the public domain other than as a result of a breach of these Terms;
(c) is acquired from a third party, provided that it was not acquired by the third party unlawfully or in breach of an obligation of confidence; or
(d) is required by law to be disclosed.
13.1 Administrator’s warranties
The Administrator warrants that it:
(a) is entitled to provide the Testing Period Licence in accordance with these Terms and without the consent of any other person; and
(b) has in full force and effect, the authorisations, approvals, exemptions and licences necessary to enter into these terms, and that are required to perform its obligations under these terms and be bound by these terms.
13.2 Your warranties
You warrant that:
(a) You have the full power and authority to be bound by these Terms;
(b) to the best of Your knowledge and belief, all information input by You into the Portal is and will be accurate and not misleading; and
(c) any information you input into the Portal will not infringe any other person’s intellectual property rights.
14.1 Limitation of liability
(a) The parties acknowledge that nothing in these Terms are intended to exclude or limit the Administrator’s liability in a manner that is not permitted under any mandatory laws, including the Australian Consumer Law.
(b) To the extent that the mandatory consumer guarantees imposed under the Australian Consumer Law apply to any goods and services supplied by the Administrator, the Administrator's liability for any breach of those guarantees (other than a guarantee under sections 51, 52 or 53) is limited, at the Administrator’s option, to:
(i) in the case of goods, either replacing the goods or paying the cost of replacing the goods; and
(ii) in the case of services, either re-supplying the services or paying the cost of having the services re-supplied.
(c) The Administrator’s liability under these Terms is limited to $5,000.
(d) In no event will either party be liable to the other party (whether in contract, tort or otherwise) for any consequential, incidental or indirect loss or damage including loss of profit or loss of contract (whether consequential, incidental or indirect) which may arise under or in connection with these Terms.
14.2 Indemnity
You agree to indemnify the Administrator against all damages, losses, costs and expenses incurred by the Administrator arising out of any fraudulent or wilful misconduct by You in respect of the NLIS Systems, including Your use of the NLIS Systems, except to the extent that the damages, losses, costs and expenses are caused by the negligent or unlawful act or omission of the Administrator.
15.1 Suspension
The Administrator may, by notice to You, temporarily suspend Your Account where the Administrator considers the suspension is reasonably necessary in order to protect and maintain the integrity of the NLIS Systems.
15.2 Termination
(a) If either the Portal or NLIS Test Environment is to be discontinued, or either is no longer to be administered by the Administrator, the Administrator may, on 30 days' notice to You, terminate these Terms.
(b) The Administrator may, by notice to You, terminate these Terms if You:
(i) cease to operate Your business for a continuous period of 30 days; or
(ii) fail within 14 days after receipt of notice from the Administrator, to remedy any breach of these Terms.
(c) You may, on 30 days’ written notice to the Administrator, terminate these Terms.
15.3 Effect
For the term of suspension of Your Account or immediately on termination of these Terms, as the case may be, You must:
(a) cease accessing or using the NLIS Systems; and
(b) seek and comply with all instructions from the Administrator regarding the disposal of all materials relating to the NLIS Systems and Confidential Information in Your power, possession or control,
unless otherwise agreed in writing by the Administrator.
16.1 Notices
(a) A notice under these Terms must be in writing and may be given to the addressee by:
(i) delivering it to the address of the addressee;
(ii) sending it by pre-paid registered post to the address of the addressee; or
(iii) sending it by electronic mail to the last notified email address of the addressee,
and the notice will be deemed to have been received by the addressee on receipt.
(b) An email is deemed to have been received on the date shown by a printed “read receipt” generated by the sender’s computer.
16.2 Governing law
(a) These terms are governed by and must be construed in accordance with the laws of New South Wales.
(b) You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales and all courts which have jurisdiction to hear appeals from those courts, and waive any right to object to proceedings being brought in those courts for any reasons.
17.1 Definitions
Account means an account for use of the Portal.
Administrator means Integrity Systems Company Limited ABN 34 134 745 038.
Confidential Information means all confidential or other commercially valuable information of whatever description and in whatever form relating to the Administrator, its activities, business, products, processes, the Portal, NLIS API or the NLIS Test Environment.
Administrator Data means all data, information, text, drawings embodied in any electronic or tangible medium which:
(a) is supplied by the Administrator to You under these Terms; or
(b) may be accessed by or on behalf of You in the course of these Terms.
Eligible Data Breach has the meaning given in Division 2 of Part IIIC of the Privacy Act 1988 (Cth).
Portal has the meaning given in clause 1.1.
Privacy Laws means all relevant Australian privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles
Protected Data means the Administrator’s Data, the Administrator’s Confidential Information, any Personal Information provided by the Administrator to You or obtained or accessed by You as part of these Terms.
MLA Group means Meat & Livestock Australia Limited (ABN 39 081 678 364) and its Related Bodies Corporate, Integrity Systems Company Limited (ABN 34 134 745 038) the MLA Donor Company Limited (ABN 49 083 304 867).
NLIS means the National Livestock Identification System.
NLIS API means any application programming interfaces (including, but not limited to, specifications, subroutine definitions, software libraries, remote calls, protocols, tools and any related documentation) developed by or on behalf of the Administrator and made available to You to allow Your software to interact with the NLIS Test Environment.
NLIS Test Environment means the National Livestock Identification System testing environment and its supporting systems.
17.2 Interpretation
Unless the contrary intention appears, in these terms:
(a) a reference to a person who holds an office includes (as the case requires) the person who:
(i) holds that office from time to time;
(ii) holds a corresponding office in another jurisdiction;
(iii) holds an office that replaces the nominated office from time to time; or
(iv) occupies or performs the duties of that office or position for the time being;
(b) “including” and similar expressions are not words of limitation;
(c) a reference to a person includes that person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(d) headings and bold type are for convenience only and do not affect the interpretation of these terms;
(e) words which denote:
(i) the singular denotes the plural and vice versa;
(ii) any gender denotes the other gender; and
(iii) a person includes an individual, a body corporate and a government agency;
(f) a reference to a clause or an appendix is a reference to a clause of or an appendix to these terms;
(g) a reference to any other agreement or instrument, where amended or replaced, means that agreement or instrument as amended or replaced;
(h) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute; and
(i) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of the word or phrase have corresponding meanings.