The following terms and conditions are issued by Commonwealth Bank of Australia ABN 48 123 123 124 ("CommBank"). These terms and conditions were last updated on 4 November 2016.
These terms and conditions shall apply to any person registering as a developer in AppBank. These terms continue to apply if the registered developer then seeks to obtain access to the Leo SDK, Albert SDK, and subsequently wishes to submit a software application for publication in the AppBank. From time to time, CommBank may issue policies or guidelines that supplement these terms and conditions. By accepting these terms and conditions, you are entering into a legally binding contract the terms of which are made up of: (a) these terms and conditions, as updated from time to time; and (b) policies or guidelines issued by CommBank from time to time to supplement these terms and conditions. A reference to the "Agreement" includes both (a) and (b).
If you are entering into this Agreement on behalf of an organisation, a reference to "You", "Your" or "Yourself" is taken to be a reference to that organisation. The individual registering as a developer and entering into this Agreement represents that he or she has the authority to do so on behalf of the organisation. CommBank reserves the right to verify the authority of any such individual.
The Agreement takes effect on the date that You indicate your acceptance of these terms and conditions. Simply press print to obtain a copy of these terms and conditions.
1. AppBank™ and the PI Business Network. The "AppBank™" refers to any one or more online stores which CommBank or its partners may make available from time to time to offer software applications for the PI platform. As between Yourself and CommBank, subject to paragraph 9, all IP in the AppBank™ is owned by CommBank.
2. Development & Publication Process. By entering into this Agreement, You shall have the right to develop and publish software applications ("Apps") into AppBank™. All development activities and work product must comply with Developer Guidelines. All Apps (including updates and new versions) must be submitted to CommBank for prior review and approval and will be required to pass through an extensive review and approval process which is expected to adhere to CommBank's policies and procedures. A detailed explanation of an App review and approval process, as well as points of contact, are set out in the Developer Guidelines. You are responsible for Your own development costs as well as any costs or expenses in relation to complying with and performing this Agreement.
4. No Guarantee. Nothing in this Agreement is to be read as a guarantee or a representation by CommBank that an App, once submitted, will be accepted for publication.
5. Support Obligations.If an App is accepted for publication, You are responsible for providing technical support for App users. As part of the Development & Publication Process, You must satisfy CommBank that you have an appropriate support structure in place for any App that is submitted for publication. This will require that You have a relevant support model enabling you to directly service the Merchants' needs and requirements,enabling a successful adoption and optimised use of your app,including as a minimum:
a. adequate numbers of suitably skilled resources to ensure users of Your App receive prompt technical assistance when required;
b. a 24 x 7 helpdesk (which might need to include email and telephone support, as well as call-out support)
c. the capability to provide support to users in accordance with suitable response times.
6. Indemnity. You must indemnify CommBank against any claims brought in connection with the publication or use of the App (except to the extent the claim is a direct result of CommBank’s negligence). This applies to claims by users of the App, as well as any claims by other parties that the use or publication of the App infringes on their rights including any claim that the use or publication of the App infringes their intellectual property rights ("IPR").
7. App User Terms. You may include user terms with Your App provided that any such terms are consistent with this Agreement, the SDK licence and the Developer Guidelines. You acknowledge and agree that any terms which You seek to include with Your App that are inconsistent with this Agreement, the SDK licence and the Developer Guidelines shall not apply to any of the contracts between You and CommBank.
8. Marketing & Promotion. If you wish to refer to CommBank Brands when promoting an App, You must obtain CommBank’s approval. If Your proposed use is appropriate You will be granted a trade mark licence. Notwithstanding anything else which might be included in that trade mark licence, You agree that:
a. any use of CommBank trade marks is subject to CommBank brand guidelines and directions from time to time;
b. CommBank may cancel the trade mark licence at any time, at its discretion; and
c. CommBank reserves the right to pre-approve any material which refers to CommBank Brands.
“CommBank Brands” means the “Pi” word and logo, the word AppBank, the words “Commonwealth Bank of Australia”, “Commonwealth Bank”, “CommBank” and “CBA”, and CommBank’s ‘diamond’ logo. Nothing in this Agreement creates grants or transfers to you any intellectual property rights or other interest in any of the CommBank Brands except as may be provided in a licence granted under this paragraph 8.
9. Intellectual Property and Source Code. As part of the App review and approval process, You must provide CommBank with all source code relating to the App as well as any supporting materials necessary for CommBank to properly test the security and operation of the App. You must do this for all versions of the App. By submitting Your App for publication in the AppBank™ You are granting CommBank an ongoing worldwide, royalty free right to access, use and publich the App and the intellectual property in the App as well as operating the AppBank™. For clarity, nothing in these terms operates to transfer ownership of intellectual property that is rightly owner by the developer.
10. Privacy. CommBank takes its obligations to secure and protect personal data seriously, see CommBank’s Privacy Principles. As between Yourself and CommBank, You acknowledge that the rights to any personal information that is processed through the use of Your App will belong to CommBank. As part of the Development & Publication Process, You must satisfy CommBank that you have appropriate processes and measures in place to protect the security and integrity of any personal data that You process. In any event, any handling or processing of personal data must be undertaken in a manner that complies with applicable laws.
11. Audits. CommBank may audit Your compliance with this Agreement at any time upon reasonable written notice.
12. No Assignment. You may not assign or transfer Your rights under this Agreement. Specifically, this means that all development work must be undertaken by You. You may not assign the right to develop and publish Apps to any other person.
13. Liability. You agree that:
a. CommBank assumes no liability under this Agreement (except to the extent the claim is a direct result of CommBank’s negligence); and
b. CommBank makes no representation or warranty (express or implied) with respect to the availability of the Pi platform or the AppBank (including where the unavailability is due to CommBank?s act or omission).
You expressly acknowledge and agree that any action You elect to undertake pursuant to this Agreement, including the development and publication of Apps, is at Your own risk (except to the extent the claim is a direct result of CommBank’s negligence).
14. Billing. CommBank will collect payments from Merchants who elect to use Your application through AppBank™, on behalf of You as the developer. With this process CommBank aims to ensure, as a Pi developer, You will receive payments for Your App and services. It is anticipated that Commbank will pass on these payments to developers after deducting a Developer Service Fee (DSF) for costs incurred by CommBank. The DSF will be a percentage of the Merchant payment, and will be discussed and agreed with you. For CommBank to transfer payment to You, You are required to have CommBank account.
15. General Provisions. You agree that:
a. the subject matter of this Agreement, including its terms and any other document referred to in this Agreement, are confidential and may not be disclosed except with CommBank's consent;
b. You must comply with all applicable laws;
c. CommBank may provide you with guidelines or policies pertaining to the Pi platform from time to time, and You must comply with such guidelines and policies should You wish to continue publishing an App in the AppBank™;
d. CommBank may issue new versions of this Agreement from time to time. If You do not accept the changes you may end this Agreement, however Your App will no longer be able to be published in the AppBank™;
e. this Agreement is governed by the law of NSW, Australia and You submit to the exclusive jurisdiction of the courts of NSW;and,
f. if any part of this Agreement is found to be void or unenforceable for any reason, the rest of this Agreement will continue to apply.
Version Date : 4 November 2016