Glider Online Terms of Use
Effective: 01 January 2024
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Important information
Please read these terms of use (Terms of Use) carefully. It contains very important information about your rights and obligations, as well as limitations and exclusions with respect to your use of the Services.
If you have a separate written agreement with Glider for your use of the Services, these Glider Terms of Use will not apply to you, unless that written agreement does not cover a particular Service, in which case, these Glider Terms of Use apply solely to your use of that particular Service.
1. Parties
This agreement is between Glider Pay Pty Limited (ACN 654 579 325) of level 1, 34 Burton Street, Kirribilli NSW 2061 (Glider, us, we or our) and the entity specified in the Key Details (you or your).
2. Agreement
2.1 The agreement consists of:
(a) the Key Details and the Agreed Terms that apply to all Platforms, Solutions and any applicable Services;
(b) Schedule 1 that will set out the Platform, Solutions, any applicable Services and the corresponding Fees agreed to be purchased by you and provided by us under this agreement; and
(c) any additional schedules setting out Platform Terms and/or Solution Terms that apply to any Platforms and/or Solutions you purchase and access under this agreement,
(together, the agreement).
3. Term and automatic renewal
3.1 This agreement will commence on the Start Date and will continue for the Initial Term. At the end of the Initial Term the agreement will automatically renew for successive periods equivalent to the Initial Term (each a Further Term) unless:
(a) you notify us of your intention not to renew the agreement no less than 30 days prior to the end of the applicable Further Term; or
(b) the agreement is otherwise terminated pursuant to the terms of this agreement,
(together, the Initial Term and each Further Term are referred to as the Term).
4. Our provision of Platform, Solution, and Services
4.1 We will:
(a) make the applicable Platform and/or Solutions available to you for the Term;
(b) use reasonable commercial efforts to complete any applicable Services within any estimated time frame, however completion of any Services may depend on you providing us with information or completing required tasks in accordance with clause 7.2 or as otherwise set out in Schedule 1;
(c) perform any applicable Services with due care, competence and diligence; and
(d) ensure that we:
(i) have the requisite skills, experience, qualifications and licenses to provide the Platform, Solutions, and Services;
(ii) comply with all relevant laws connected with the delivery of the Platform, Solution, and performance of any applicable Services; and
(iii) do not make or cause or permit to be made or to occur any false, misleading or deceptive representations, statements or conduct for or in relation to the Platform, Solution, and/or Services.
4.2 The Platform and the Solutions are supported by us in accordance with our Service Level Agreement, which is incorporated by reference into this agreement. Availability of the Platform and Solutions is subject to any additional provisions in the Platform Terms and/or Solution Terms, including in respect of updates and maintenance. Such terms take precedence over the Service Level Agreement.
5. Variations
5.1 Either party may propose a change to the agreement, including to any of the Services and/or to add a new platform and/or solution (Change) by submitting a notice to the other party describing the proposed Change in enough detail to enable initial consideration of the impact of that Change (Change Notice). A Change Notice must state that it is a Change Notice under this clause.
5.2 A Change will be a Material Change if it will or is likely to have a material impact on:
(a) the provision or receipt of the Services and/or a new platform or solution;
(b) either party’s reasonable commercial expectations under the agreement; or
(c) the costs or expenses incurred by either party under or in connection with the agreement.
5.3 A Change that is not a Material Change will be a Minor Change and a Minor Change will take effect when agreed in writing between authorised representatives of the parties.
5.4 If the Change is a Material Change then, we will provide a proposal to you (Change Proposal) that may set out:
(a) details of the activities required to implement the proposed Change including any specifications, special conditions and any amendments to the agreement required as a result of the proposed Change, including additional terms required to be incorporated governing the use of the new platform and/or solution;
(b) revised deliverables and timeframes;
(c) a statement of the estimated cost of implementing the Change and any variations to the fees; and
(d) the impact, if any, of the Change on the charges and our ability to achieve any service levels.
5.5 Each Change Proposal issued by us will be valid for no more than 30 days from the date it is provided to you, unless otherwise set out in the Change Proposal.
5.6 The relevant Material Change will take effect when you notify us that you accept the Change Proposal and the parties enter a variation to this agreement incorporating the relevant Change.
5.7 Each party will prepare and review Change Notices and Change Proposals, at its own cost and expense.
6. Warranties
6.1 The warranties in this clause are in addition to, and do not limit, any warranties set out in the Platform Terms and/or Solution Terms.
6.2 Each party represents and warrants to the other that, to the best of its knowledge, each of the following statements is true, accurate and not misleading as at the date of this agreement and will be true and accurate on each day during the Term:
(a) it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; and
(b) there are no pre-existing rights or obligations which would prevent it from complying with its obligations under this agreement.
7. Your obligations
7.1 You must comply with all Applicable Laws, this agreement and our reasonable directions.
7.2 On our request, you must promptly provide us with (as reasonably requested by us):
(a) decisions; and
(b) relevant information, including Client Content,
to ensure we are able to deliver the Services and/or make the Platform and/or Solutions available to you.
7.3 You acknowledge we are entitled to rely on the accuracy of that information without independently verifying it, whether the information is provided by you, your Contact, or your advisers.
7.4 You represent and warrant that all Client Content:
(a) is accurate, complete and current;
(b) does not infringe the Intellectual Property Rights or other rights of any person; and
(c) is not unlawful, fraudulent or defamatory in itself or in respect of its intended use.
7.5 We will not be responsible for any:
(d) loss, deficiency or delays in the performance of the Services caused by you, third parties engaged by you or the Customer; and
(e) deficiency or delays in the performance of the Services; or
(f) defects or issues with the Platform and/or Solutions,
to the extent that it is attributable to your delay or breach of this agreement.
8. Restraint
8.1 During the Restraint Period:
(a) you will not solicit, engage or employ, either directly or indirectly, any person who is employed or contracted by us in connection with the Services; and
(b) if you employ or engage a person employed or contracted by us, without written consent, you must pay on demand an amount equivalent to 80% of that person’s net salary in the previous calendar year (consisting of recruitment costs and other ongoing costs to the business).
9. Fees and payment
9.1 We will invoice you in accordance with the Invoicing Terms for the corresponding Fees.
9.2 You must pay the Fees within 14 days of the date of the invoice.
9.3 If you wish to raise a genuine dispute about an invoice, you must notify us of the dispute before the due date and pay the undisputed portion by the due date.
9.4 If you fail to pay an undisputed invoice by the due date, we reserve the right to charge interest on overdue amounts at the rate of 10% per annum and/or suspend the Services and/or your access to the Platform and/or Solution until all overdue amounts are paid.
9.5 If you fail to pay an undisputed invoice within 2 days of an overdue notice from us, we may immediately terminate the agreement on notice to you.
9.6 All amounts payable under this agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.
9.7 We are entitled to set-off against, or deduct from any payment to you under this agreement, any amount which you may be liable to pay to us under this agreement.
9.8 The Fees may be increased each Further Term by a percentage equal to the percentage increase in CPI for the same period, and the increase will take effect from the start of the applicable Further Term. We will advise you at least 30 days before the start of a Further Term if this clause applies.
10. Intellectual property
10.1 The ownership of the Intellectual Property Rights in any pre-existing materials as at the Start Date (Pre-existing IP) will not be altered, transferred or assigned.
10.2 You grant to us a non-exclusive and royalty-free licence to use and reproduce the Client Content for the purpose of performing our obligations under this agreement, including the right to authorise third parties to do the same.
10.3 You consent to us:
(a) naming you as a client and reproducing your business name and logos for marketing and publicity purposes; and
(b) using the Contract Materials for internal training and our marketing and publicity purposes, provided such material does not contain any commercially sensitive information or Confidential Information.
10.4 During the Term, we grant to you a non-exclusive, non-transferable licence to use and reproduce our Pre-Existing IP and the Contract Materials in order to obtain the benefit of the Services and/or for your use Platform and/or Solutions in accordance with this agreement.
11. Exclusion of liability
11.1 Notwithstanding any other provision of this agreement and to the fullest extent permitted by law:
(a) our aggregate liability in connection with this agreement whether in contract, tort (including negligence), statute or otherwise will not exceed an amount equal to the fees paid by you to us in the last 6 months;
(b) neither party is liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise for any Consequential Loss, indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of opportunities or business interruption); and
(c) we are not responsible for any failure, deficiency and/or delay in our provision of the Services. Platform and/or Solution to the extent attributable to any External Services including Amazon Web Services.
11.2 Subject to any express warranties in this agreement but otherwise to the fullest extent permitted by law, the Services, the Platform and/or Solutions are (except as expressly stated by us) provided “as is” and “as available” for your use without warranties of any kind, either express or implied, we expressly exclude all warranties, conditions and representations in whatever form, relating to the Services, the Platform and/or Solutions, including any warranties or representations:
(a) that the Services, the Platform and/or the Solutions will be free from any fault, error, or defects in design or engineering;
(b) regarding the accuracy or reliability of any information provided;
(c) relating to performance, quality, merchantability or fitness for a particular use, including that the same have been prepared to the Client’s specific objectives, financial situation or needs.
11.3 If any supply by us pursuant to this agreement comprises a supply to a ‘consumer’ as defined in the Australian Consumer Law, then nothing contained in this agreement restricts or modifies guarantee, right or remedy which pursuant to the Australian Consumer Law applies to this agreement or is conferred on you, provided that to the extent that the Australian Consumer Law permits the use to limit our liability for breach of guarantee imposed by the Australian Consumer Law, then to the extent permitted by the Australian Consumer Law, our liability for such breach is limited to, in the case of services, any cost of the following as determined by us:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
12. Indemnity
12.1 The indemnities in this clause are in addition to, and do not limit, any indemnities set out in the Platform Terms and/or Solution Terms.
12.2 You indemnify us against any Losses arising out of or in connection with:
(a) representations, assertions or claims made by us regarding your products or services, or the products or services of a competitor if the assertions are based on Client Content;
(b) any claim by a third party that our use of the Client Content infringes the Intellectual Property Rights of any third party;
(c) any act or thing done on your instructions; and/or
(d) your breach of any Applicable Laws.
12.3 We indemnify you against any Losses arising out of or in connection with our
(a) negligent acts or omissions,
(b) fraudulent acts or omissions and/or
(c) breach of any Applicable Laws.
13. Privacy and data
13.1 Each party must:
(a) comply with applicable Privacy Laws in connection with the collection, use, handling, disclosure, quality, security of and access to Personal Information under this agreement; and
(b) provide any assistance reasonably requested by the other party in order for the other Party to comply with applicable Privacy Laws or to respond to requests from individuals wishing to exercise any rights they have in relation to their Personal Information or to resolve any privacy-related complaints.
13.2 Your use of the Platform, Services, and/or Solution may involve our collection of certain Personal Information, including as such is contained in any Customer Data. Our Privacy Policy, which sets out how we collect, use, store, and disclose Personal Information, is incorporated into this agreement by reference.
13.3 It is your responsibility to ensure that you seek and obtain all necessary consents from, and make all necessary disclosures to, your Customers in respect of their Personal Information, including as contained in any Customer Data, to enable disclosure of such information to us for the purpose of the provision of the Platform, Services and Solutions to the extent such disclosure is permitted by any applicable laws and in accordance with our Privacy Policy.
13.4 In addition to any disclosures set out in our Privacy Policy, your data and the data of your Customers (which includes mobile numbers, email addresses, PayIDs, bank account numbers and BSB numbers) (Customer Data) is transmitted to, and stored, by third-party payment gateway services providers (Payment Gateways) and payment processors (Payment Processors) to enable processing of the relevant payment.
13.5 Where we use your Customers’ online financial transactions data, this will only be used to provide the Platform, Services and/or Solutions.
13.6 You acknowledge and agree we may:
(a) collect aggregated information about how you use the Platform, Solution, and Services;
(b) collect and store Customer Data, including to identify trends and insights around payments behaviour; and
(c) automatically store in log files, including IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data to analyse trends, to administer the Platform, to generally improve the Platform and for marketing.
14. External Services and third party products
14.1 We enable access to third-party products, applications and services through our Platform, Solution, Services including access to Payment Gateways and Payment Processors and the NPP, and we may integrate with, and/or use solutions provided by, third parties (together, External Services) when making the Platform, Service, and/or Solutions available to you.
14.2 In order to acquire or utilise External Services (Engagement), you may be required to enter into an agreement with the applicable External Service provider and/or we may be required to pass through certain terms and conditions of an External Services Provider to you (each, an External Services Agreement). We may not be able to supply you with the Platform, Services and/or Solution if you fail to enter, or accept, the applicable External Services Agreement.
14.3 Each Engagement may involve the transfer of Customer Data to the External Service. By you electing to proceed with any Engagement you consent to the transfer of your Customer Data.
14.4 If you use External Services, you agree to the following.
(a) You must comply with the terms of the External Services Agreement.
(b) Our mention of External Services in any materials, documentation or advertising provided to you is for informational purposes only and constitutes neither an endorsement nor a recommendation. All External Services are supplied by the respective vendor and we have no responsibility with regard to the selection, performance, or use of these vendors or their products.
(c) We are not responsible for examining or evaluating the content of any third party External Services.
(d) We do not guarantee the accuracy, integrity or quality of third party External Services, and will not be liable for any third party External Services.
(e) Charges may apply to your use of the External Services and we assume no responsibility for the transaction of funds or the actions or identity of any transfer recipient or sender nor do we have an obligation to provide a refund or repayment for whatever reason of any amounts paid by you to any other third party for External Services.
(f) We may suspend, remove, disable or impose access restrictions or limits on any External Services, at any time without notice or liability to you.
(g) We are not liable for any loss, deficiency and/or delay that is caused to the Platform, Services and/or Solutions by the use of External Services.
15. Confidential Information
15.1 Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under this agreement.
15.2 Neither party may use or disclose the Confidential Information except:
(a) to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;
(b) as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required;
(c) with the other party’s prior written consent; or
(d) in our case, third party providers (including External Services providers).
16. Insurance
We will effect and maintain insurance in an amount sufficient to cover our potential liability under this agreement for the Term and we will provide you with a certificate of currency on your request.
17. Termination
17.1 Either party may terminate this agreement on written notice if the other party:
(a) fails to remedy a breach within 21 days’ notice from the other party requesting the breach be remedied;
(b) breaches this agreement and that breach is not capable of remedy; or
(c) becomes insolvent or enters into liquidation.
17.2 In addition to the above, we may terminate this agreement immediately on written notice to you:
(a) if we are directed to do so by an External Services provider and/or otherwise have an obligation to do so under any contract with have in place with such providers;
(b) our relationship with an External Services provider that provides software, hosting services or other technology, products or services relied on by us to provide the Platform, Services, and/or Solutions expires or terminates or such provider requires us to change the way we provide the Platform, Services, and/or Solutions; or
(c) where we are required to do so under any Applicable Laws and/or by any Regulatory Authority.
17.3 Upon the expiry or termination of this agreement, the following will apply.
(a) Each party must, on request, return or securely destroy all Confidential Information in that party’s control.
(b) Subject to the remainder of this clause and to Applicable Laws and Industry Codes, you will have a period of 10 days from the date of termination to retrieve a copy of any Customer Data in our possession and control and we will provide you with reasonable assistance to do so.
(c) You must cease using the Services, Platform and/or Solutions and your access to your Glider Accounts and Glider API will cease.
(d) You must pay all outstanding Fees to us within 14 days,
(e) Unless you have terminated this agreement as a result of a breach by us or our insolvency, you must pay us:
(i) all reasonable costs incurred by us as a result of the termination (including third party cancellation fees and administrative costs); and
(ii) all fees that would otherwise have been payable to us for the full length of the term.
18. Force Majeure
18.1 A party is not in breach of this agreement or otherwise liable to the other party for any delay in performance or non-performance of any obligation under this agreement if the delay or non-performance is due to a Force Majeure Event.
18.2 If a Force Majeure Event occurs, the affected party must notify the other party and the affected obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased, subject to the affected party carrying out its obligations in the agreement in any other way that is reasonably practical.
18.3 If a Force Majeure Event continues for more than 60 days, either party may terminate this agreement.
18.4 This clause does not affect your obligation to pay Fees in connection with this agreement.
19. General
19.1 A notice, consent or other communication under this agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address.
19.2 A copy of any notice, consent or other communication under this agreement sent in accordance with clause 19.1 must also be sent to the addressee’s email address.
19.3 Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.
19.4 We may subcontract the performance of any part of our obligations under this agreement, including the Services, to any third party.
19.5 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
19.6 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.
19.7 If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.
19.8 This agreement may be executed in any number of counterparts and all counterparts taken together will constitute one document.
19.9 This agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
19.10 Neither party may assign, transfer or otherwise deal with this agreement or any right under this agreement without the prior written consent of the other party, which must not be unreasonably withheld.
19.11 Any warranty, indemnity, or obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.
20. Definitions and interpretation
20.1 In this agreement, unless the context otherwise requires, terms have the meaning to them given throughout the agreement and as follows.
Agreed Terms mean clauses 1 through to 20.
Applicable Laws means any statute, ordinance, order, rule, code, guideline, circular, rule or regulation of any jurisdiction applicable to a party.
Change has the meaning given to that term in clause 5.1.
Change Notice has the meaning given to that term in clause 5.1.
Change Proposal has the meaning given to that term in clause 5.4.
Client Content means all content provided by you to us, including words, images, logos, information, documents and materials.
Client Systems means the Client’s software, systems, and/or communication links used in connection with the Platform (including the Glider API), and/or the Solutions.
Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:
(a) is identified as confidential or ought to have been known to be confidential; and
(b) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,
but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.
Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.
Contact means each party’s key business contact as set out in the Key Details.
Contract Materials means the deliverables, documentation, items or things created by us for you in accordance with this agreement, including Documentation.
CPI means:
(d) the All Groups Consumer Price Index number, weighted average of eight Australian capital cities, published from time to time by the Australian Bureau of Statistics; or
(e) if the index in subclause (a) ceases to be published, its substitute as a cumulative indicator of the inflation rate of Australia.
Customer means your end customers, including those who acquire services from you (including by way of your use of the Platform and/or Solution) and/those who you receive payments from via the functionality made available as part of the Solution.
Documentation means any documentation available at www.docs.gliderpay.com
Fee means the fees set out in Schedule 1 (consisting of the Services Fee, the Platform Fee, and the Solution Fee as applicable).
Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, pandemic, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:
(a) directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
(b) is beyond the reasonable control of that party.
Further Term means term set out in clause 3.
Glider Account has the meaning given to that term in the Platform Terms.
Glider API means the application program interface (API) to connect to the Platform and create the Glider Account.
GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.
Initial Term means the terms set out in the Key Details.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Industry Code means any applicable code, rules, regulations or procedures relevant to the Services, Platform, and/or Solutions.
Invoicing Terms mean the details of how we will invoice you as set out in Schedule 1.
Key Details means the table set out at the start of this agreement.
Loss means any judgment, debt, damage, loss, cost, expense or liability however arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
NPP means the New Payments Platform: an open access infrastructure for fast payments in Australia.
Personal Information has the meaning given to that term in applicable Privacy Laws.
Privacy Act means Privacy Act 1988 (Cth).
Privacy Laws means the Privacy Act and any other requirement under Australian State, Territory or Commonwealth law or binding industry code, policy or statement relating to the handling of Personal Information.
Privacy Policy means the Glider privacy policy located at https://www.gliderpay.com/privacy-policy (as updated from time to time).
Restraint Period means the Term and:
(a) a period of 12 months commencing on the termination of this agreement, or of if a court considers this is unreasonable;
(b) a period of 6 months commencing on the termination of this agreement, or of if a court considers this is unreasonable;
(c) a period of 3 months commencing on the termination of this agreement, or of if a court considers this is unreasonable; and
(d) a period of 1 month commencing on the termination of this agreement.
Material Change has the meaning given to that term in clause 5.2
Minor Change has the meaning given to that term in clause 5.3.
Platform Fee means the platform fee set out in Schedule 1.
Platform means the platform described in Schedule 1.
Platform Terms means terms applicable to the purchase and use of the Platform as set out in Schedule 2 to this agreement.
Regulatory Authority means any and all governmental, statutory or regulatory bodies and any other competent authorities or entities in any jurisdiction having responsibility for the regulation or governance of any of the parties, or the activities contemplated by this agreement (or persons or entities appointed by or on the direction of such authorities and/or bodies and/or entities).
Service Level Agreement means Glider’s service level agreement and policy available at www.gliderpay.com/legal
Services means the services we provide you as set out in Schedule 1 and, if applicable, an approved Change Proposal.
Services Fee means the fees payable for any Services provided as set out in Schedule 1.
Solutions means the solutions set out and described in Schedule 1.
Solution Terms means terms applicable to the purchase and use of the Solutions as set out in Schedule 3 to this agreement.
Start Date means the date this agreement is signed by both parties.
Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.
Term means has the meaning given to that term in clause 3.
20.2 In this document unless the context otherwise requires:
(a) clause and subclause headings are for reference purposes only;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) references to statutes include all statutes amending, consolidating or replacing such statutes;
(e) $ means the lawful currency of Australia;
(f) any reference to a party to this document includes its successors and permitted assigns; and
(g) the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it.
Schedule 2 – Platform Terms
The terms set out in this Schedule 2 apply to the Platform provided by Glider to you under this agreement, as described in Schedule 1.
1. Glider Accounts
1.1. In order to access and use the Platform (and consequently any Solutions you have purchased), you must set up an account utilising any Glider API credentials that Glider makes available to you (Glider Account).
1.2. You may only access the Platform and your Glider Account for the purposes of receiving the Services and Solutions from Glider under this agreement.
1.3. You are solely responsible for:
(a) determining your authorised users who can access and use the Platform and/or your Glider Account;
(b) all activity on the Glider Accounts, including activity by you and/or any unauthorised access by third parties; and
(c) maintaining the confidentiality and security of the Glider Accounts and notifying us immediately of any unauthorised use or access.
2. Security obligations
2.1. You must maintain reasonable security measures to protect the Platform from third parties, including from any computer code or routine that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised use, disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, key loggers, Trojans or any types of programmed threats that may be harmful, or other elements of software used to prevent unauthorised access and use.
2.2. When using your Client Systems to integrate to the Glider API or otherwise use the Platform (and any Solutions accessed via the Platform), you must ensure that each of the your representatives has a unique user name and password to access the integrated software, and undertake regular reviews of user access to the Glider API and Platform.
3. Acceptable use of Platform
3.1. You must not:
(a) use the Platform for any purpose that is illegal, fraudulent, or is otherwise objectionable, offensive, unlawful, deceptive or harmful;
(b) copy, modify, or create derivative works based on the content available on or through the Platform;
(c) infringe the intellectual property rights, privacy or confidentiality of any third party;
(d) engage in any activity that may result in injury, death, property damage, and/or liability of any kind;
(e) interfere or disrupt the Platform, servers or networks connected to the Platform or another person’s use of the Platform, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
(f) distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software; or
(g) engage in any other conduct that inhibits any other person from using or enjoying the Platform
4. Suspension
4.1. If you fail to comply with the acceptable uses set out in this clause, we reserve the right to immediately suspend your Glider Account and/or your access to the Platform, without liability to you (to the extent permitted by law). We will use reasonable endeavours to provide you with notice of such suspension or removal either prior to, or as soon as practical after, we suspend your access or remove the content. Where you:
(a) rectify such breach, we will reinstate your Glider Account and/or your access to the Platform; or
(b) have not rectified such breach, we may terminate the agreement in accordance with clause 17.1 of the Agreed Terms.
4.2. Our rights to suspend your Glider Account, and/or access to the Platform does not limit any other rights or remedies that may be available to us under the agreement.
5. Warranties
5.1. We warrant that the Platform will perform materially as described in the Documentation and we will not materially decrease the overall functionality of the Platform during the Term.
6. Updates and back-ups
6.1. We will provide, configure, install and maintain any and all updates, upgrades, enhancements, releases, corrections, bug fixes, patches and modifications to the Platform as we deem necessary (Updates).
6.2. We may suspend access to, or functionality on, the Platform from time to time to implement such Updates. We will use reasonable efforts to notify you of any Update that may interrupt the Platform.
6.3. You must accept all Updates necessary for the proper function and security of the Platform if and when such Updates are released by us.
6.4. Whilst we reserve the right to undertake back-ups of the Platform, we are not obligated to do so and you are solely responsible for backing up your content.