The terms and conditions have been updated effective
from 16 August 2018.
Terms & Conditions
IMPORTANT– READ CAREFULLY
THE USE OF WATC CLIENT PORTAL AND ITS CONTENT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
YOU ACCEPT THESE TERMS AND CONDITIONS BY USING THE WATC CLIENT PORTAL AND ANY DATA AND MATERIAL GENERATED BY SUCH USE, WHICH USE SHALL CONSTITUTE THESE TERMS AND CONDITIONS A VALID AND BINDING LEGAL OBLIGATION OF THE CLIENT.
These terms and conditions form the entire agreement between the Client and WATC in relation to the Client Portal. They replace any previous agreements, representations or discussions between WATC and the Client in relation to the Client Portal.
In these terms and conditions the following words have the meanings designated below unless otherwise provided:
Access Permission – means permission for an Authorised User to access and use the Client Portal determined and allocated in the manner contemplated in clause 2.2.
Authorised User – means persons who are allocated Access Permission by the Client Administrator from time to time to access the Client Portal under clause 2.2.
Client Actions – has the meaning given in clause 4.9.
Client Administrator – means the Authorised User nominated by the Client as its administrator to administer the Authorised Users of the Client Portal and includes multiple Client administrators if more than one are nominated by the Client.
Client Authorisers – mean Authorised Users of the Client who have additionally been designated to approve any transactions sent via the Client Portal to WATC to implement and who are listed in the authorised signatories list provided to WATC by the Client under clause 2.3.
Client – means the organisation named in the Client Portal Access Form.
Client Portal – means WATC’s website and its related web pages identified as the Client Portal which enables the Client to transact with WATC and to access information and reports and other services provided by WATC via the Client Portal and includes all products, materials, software applications, data, information, images, text or material that are available on or via the Client Portal.
Client Portal Access Form – means the form located on the Client Portal which the Client must submit to WATC to request access to the Client Portal.
Client Portal Claim – has the meaning given in clause 6.3.
Confidential Information – has the meaning given in clause 8.1.
Including – must be read as if followed by ‘without limitation’.
Intellectual Property – includes any and all intellectual property and industrial property (within the meaning of the term industrial property in Article 1 of the Paris Convention for the Protection of Industrial Property) including any other intellectual property rights as defined by Article 2 of the World Intellectual Property Organisation Convention of 1967, whether or not registered or unregistered, in any copyright or other protected right and any moral right, inventions, designs, trademarks, trade names, service names, circuit layouts, business and domain names, logos and get-up, confidential or proprietary information, know-how, trade secrets, matters, materials or works accessible on or via the Client Portal or in any way relating to the Client Portal.
Malicious Computer Software – means computer software, programs, codes or viruses which may harm computer software, programs or information contained on computers including Trojan horse, spyware, worm, keystroke logger, rootkit, time bombs or cancelbots.
WATC – means Western Australian Treasury Corporation.
WATC Administrator – means the officer nominated by WATC to administer the Client Portal and its accesses and includes multiple administrators if more than one are nominated by WATC.
WATC Documents – has the meaning given in clause 4.9.
You – means the Client and any of its Authorised Users.
Access to the Client Portal
2.1 WATC grants to the Client (which may act by its Authorised Users) a revocable non exclusive, non transferrable and limited right to access and use the Client Portal in accordance with these terms and conditions to view, upload, and download information, to transact via the Client Portal and to utilise any other services which may be provided by WATC to the Client via the Client Portal (“authorised purpose”).
2.2 The Client Administrator is to determine and allocate to each Authorised User of the Client a specified level of access permission for access to and the use of the Client Portal.
2.3 The Authorised Users who have been allocated Access Permissions may initiate transactions but may not authorise transactions unless they are also nominated as Client Authorisers by the Client and their details and specimen signatures have been provided to and accepted by WATC.
2.4 The Client Administrator is to administer the Authorised Users of the Client Portal and may determine any revocation and reallocation of Access Permissions, add new Authorised Users, and may provide an Authorised User with an elevated Access Permission (e.g. from read only to write access), downgrade an Access Permission or deactivate an Authorised User. WATC must manage the access of the Client Authorisers to the Client Portal and must verify the authorisations of such Client Authorisers to ensure due and proper authorisation of transactions.
Authority to use the Portal and Passwords
3.1 Each Authorised User is to create and use a password as their respective unique code to access the Client Portal and has the sole responsibility for the safe keeping of such passwords.
3.2 The Client must ensure that its Authorised Users do not disclose their passwords to any other person or allow any other person to use the Authorised User’s password to access the Client Portal or to access the Client Portal in any other way.
3.3 Authorised Users may change their respective passwords but may not be able to edit their profile information. The Client Administrator and WATC may edit the profile information of any Authorised User from time to time and both the Client Administrator and the WATC Administrator may reset the password for an Authorised User from time to time.
Use of the Client Portal
4.1 The Client acknowledges and agrees that an Authorised User who has been allocated Access Permission by the Client Administrator is authorised to access the Client Portal, is acting for and on behalf of the Client and is bound by these terms and conditions.
(a) The Client is directly responsible for the consequences of all access to and use of the Client Portal by its Authorised Users, including all acts and omissions relating to that access or use and must ensure that an Authorised User does not access or use the Client Portal after they cease to be an officer or employee of the Client.
(b) Without limiting the generality of clause 4.1(a), WATC will identify each Authorised User accessing the Client Portal by that Authorised User's password and the Client is responsible for all use of the Client Portal that occurs from the access to and use of the Client Portal facilitated by the use of that password.
4.2 The Client must ensure that its Authorised Users do not:
(a) disclose any information relating to the Client Portal, whether relating to the security of access to the Client Portal or otherwise, to any third party;
(b) use the Client Portal for any other purpose other than for the authorised purpose and in accordance with these terms and conditions;
(c) access or use the Client Portal in breach of any applicable law;
(d) use the Client Portal in any way that is fraudulent or harmful, or in connection with any fraudulent or harmful purpose or activity;
(e) use the Client Portal to copy, store, host, transmit, send, use, publish or distribute any material which they may reasonably suspect of consisting of (or is linked to) any Malicious Computer Software;
(f) conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to the Client Portal without WATC’s express written consent;
(g) access or otherwise interact with the Client Portal using any robot, spider or other automated means;
(h) use data collected from the Client Portal for any direct marketing activity or for any activity other than the authorised purpose;
(i) provide or otherwise make available any material on the Client Portal in any form to any third party without the written consent of WATC; and
(j) impersonate any person or entity for the purpose of misleading others or for any other purpose when accessing or using the Client Portal.
4.3 The Client must not, and must ensure that its Authorised Users do not, use data collected from the Client Portal to contact individuals, companies or other persons or entities.
4.4 The Client must not provide WATC with an email address or other details of an Authorised User unless the Client has that person’s consent to provide the address to WATC for use in connection with the Client Portal.
4.5 The Client agrees to notify WATC immediately of changes to the Client Authorisers by notice in writing. When notifying WATC of any new Client Authorisers, the Client must also provide WATC with such details as may be requested by WATC.
4.6 The Client agrees to notify WATC immediately on becoming aware, or having reasonable grounds to suspect, that a password has been lost or stolen or has otherwise been disclosed to or become known or used by a person other than the Authorised User to whom it belongs and to take immediate steps to deactivate that Authorised User.
4.7 The Client and the Authorised Users must ensure that all the information you supply to WATC via the Client Portal, or in relation to the Client Portal, is true, accurate, current, complete and not misleading or deceptive.
4.8 If two or more signatures are required to authorise a transaction via the Client Portal, the relevant signatories must be different Client Authorisers.
4.9 The Client must ensure that its Authorised Users submit transaction notifications or requests, drawdown notices, applications, deposit forms, invoices or payment advices (“Client Actions”) to WATC before the final time specified in agreements between the Client and WATC or in guidelines, procedures or brochures made available to the Client by WATC (“WATC Documents”). Where WATC receives any such Client Actions after the final time specified in WATC documentation, the Authorised User may be permitted access to the Client Portal but the decision to reject or accept and implement such Client Actions will be solely at the discretion of WATC.
WATC must maintain reasonable security measures in regard to the Client Portal. However the Client must take its own precautions to ensure that the process which the Client uses for accessing the Client Portal does not expose it to the risk of Malicious Computer Software or other forms of interference which may damage its own computer system, programs or software. To the fullest extent permitted by law, WATC excludes all responsibility for any interference or damage to the Client’s computer system, programs or software which arises in connection with, or as a consequence of, its access to or use of the Client Portal.
Liability and Disclaimers
6.1 To the fullest extent permitted by law:
(a) WATC excludes and shall not be liable for any and all claims relating to direct, indirect, incidental or consequential loss (including among other things loss of data, revenue or profits, punitive or exemplary damages of any kind), corruption, unauthorised use, unauthorised disclosure of or unauthorised access to information uploaded to, stored on or downloaded from the Client Portal or damage or interference to computer or other systems programs or software caused by Malicious Computer Software or otherwise or subject to equitable or injunctive remedies (whether based on breach of contract, tort, negligence, strict liability or otherwise), except to the extent arising directly from WATC’s failure to maintain reasonable security measures, in which case WATC's liability is limited to the direct losses incurred by the Client and all indirect, incidental and consequential loss remains excluded; and
(b) WATC expressly excludes and will not in any circumstances be liable for any indirect, incidental or consequential losses arising out of a breach of these terms and conditions, or arising out of or in relation to access to, use of or the supply of services via the Client Portal, including as a consequence of the negligence of WATC.
6.2 Without limiting clause 6.1 above, to the fullest extent permitted by law, WATC shall not be liable for:
(a) the Client’s use of or reliance on information available on the Client Portal other than the final response to Client Action WATC takes or delivers as part of the services it provides via the Client Portal;
(b) WATC relying on the Client’s notification of Authorised Users including Client Authorisers (whether in writing or via a function on the Client Portal);
(c) access to the Client Portal being delayed, unavailable or interrupted from time to time (including for extended periods) or terminated for whatever reason and howsoever arising, including WATC's negligence;
(d) any information contained on the Client Portal being inaccurate, incomplete, misleading or deceptive;
(e) use of an Authorised User’s password by the relevant Authorised User or any other third party who has access to the password; and
(f) any loss arising as a result of the inaccuracy, incompleteness or nature of information contained on the Client Portal.
6.3 The Client agrees not to make or assist, directly or indirectly, any demand, action, proceeding or suit claim against WATC arising out of or in connection with the Client Portal, including the Client's access to and use of the Client Portal and from its use of or reliance on any information on the Client Portal (“Client Portal Claim”), and agrees that these terms and conditions may be pleaded as an absolute bar to any Client Portal Claim.
6.4 The Client accepts all risks, responsibility and liability for all loss, damage, costs and other consequences resulting from its access to and use of the Client Portal and from its use of or reliance on any information on the Client Portal.
6.5 To the fullest extent permitted by law, access to and services via the Client Portal are provided by WATC without any undertaking, warranty or condition, express or implied, as to the nature, extent, quality and continuity of the access or services.
6.6 The Client:
(a) accepts that WATC does not represent, undertake or warrant that the functions provided by the Client Portal and its connected web pages or third-party websites will be uninterrupted or without error, that defects will be corrected, or that electronic material in the Client Portal and other third-party websites are free of Malicious Computer Software;
(b) accepts that WATC makes no undertakings or warranties to provide access to or use of the Client Portal at any particular time, or for any particular length of time and the Client agrees that WATC will not be liable for any lapse in the Client Portal’s accessibility, or any consequences whatsoever that flow from the unavailability, or sporadic availability of the Client Portal; and
(c) acknowledges and agrees that access to and use of the WATC Client Portal (including software operating in connection with the Client Portal) may be interfered with by factors outside of WATC’s control.
6.7 WATC will make reasonable efforts to ensure that the information contained on the Client Portal is accurate, but to the fullest extent permitted by law, it gives no warranty, representation or undertaking, express or implied, that such information is accurate or complete. WATC disclaims all warranties, express or implied, including but not limited to warranties of fitness for particular purpose, and non-infringement and WATC accepts no responsibility to any person for any false, inaccurate or misleading or deceptive information or for any interpretation, opinion or conclusion that you may form as a result of accessing or using the Client Portal.
6.8 WATC does not undertake or warrant that the Client Portal will be updated periodically and the information and programs available from or via the Client Portal will change.
6.9 The Client acknowledges and agrees that it and each of its Authorised Users have exercised their independent judgment in accessing and using the Client Portal and have not relied on any representation made by WATC which has not been stated expressly in these terms and conditions or upon any descriptions or illustrations or specifications contained in any WATC Documents or publicity material.
The Client agrees to indemnify, defend and hold saved and harmless, WATC and its officers, directors, employees, consultants, licensors, suppliers and agents against any and all actions, liability, claims (including third party claims), loss, damages, proceedings or expenses (including, but not limited to, legal costs) suffered or incurred by WATC, arising from, or which is directly or indirectly, related to:
(a) the access to or use of the Client Portal by the Client and its Authorised Users;
(b) the disclosure of any Confidential Information;
(c) a breach of the privacy obligations or any applicable privacy laws;
(d) any breach or non-observance of any of these terms and conditions; and
(e) any breach of or inaccuracy in any undertakings, representations, or warranties made to WATC,
to the extent that such loss, damage, proceedings or expenses are caused or contributed to by the Client or any of its Authorised Users.
8.1 The Client agrees and must ensure that each Authorised User acknowledges and agrees that the information of WATC and all other information and data accessible on the Client Portal (other than Client’s own information) (“Confidential Information”) is confidential and must be kept confidential and not disclosed to any other person without WATC's prior written consent.
8.2 WATC may request the Client and each Authorised User at any time to give further written undertakings in a form prepared by WATC relating to the non-disclosure of any Confidential Information and you will provide any such undertaking promptly.
8.3 All obligations of confidence set out in these terms and conditions continue in full force and effect even after your Access Permissions for access to and use of the Client Portal terminates.
WATC agrees to ensure its subcontractors and third party suppliers comply with WATC’s obligations to the Client under these terms and conditions.
Termination and Content
10.1 WATC may, at any time, in its absolute discretion and without notice to the Client or the Authorised Users, do any or all of the following:
(a) remove any information from the Client Portal;
(b) cease the operation of and decommission the Client Portal; and
(c) revoke the Client’s right to use the Client Portal and terminate access of the Client and the Access Permissions of all or any Authorised Users to the Client Portal.
Without limiting the above, the Client agrees that:
(i) WATC may, at any time, edit, remove postings from, delete, block or filter any contribution left on or sent to the Client Portal at WATC’s discretion and will remove information from the Client Portal for archiving in accordance with WATC internal policies and its record keeping obligations and WATC will not be under an obligation to update any of the content of the Client Portal; and
(ii) the Client’s access to the Client Portal terminates 30 days after it ceases to be a WATC Client or on such other date as may be mutually agreed.
10.2 WATC is not responsible and to the fullest extent permitted by law excludes all liability to the Client for any consequences of WATC removing information from or ceasing the operation of and decommissioning the Client Portal or revoking or terminating the Client’s right to use it or the Access Permissions of any Authorised User.
Changes to Terms and Conditions
11.1 WATC may, at any time, at its sole discretion, revise and modify these terms and conditions without prior notice to the Client. WATC will notify the Client of any such revisions or modifications to these terms and conditions by posting such modified or amended terms and conditions on the Client Portal. It is the Client's and its Authorised Users' responsibility to familiarise themselves with the current version of these terms and conditions and accordingly you must check the current version of these terms and conditions each time you access or use the Client Portal to ensure that you are familiar with the current version of these terms and conditions. You accept that by doing this, WATC has provided you with sufficient notice of the revisions and modifications to these terms and conditions.
11.2 The continued access to or use of the Client Portal by the Client after modified or amended terms and conditions have been posted on the Client Portal is taken to be acceptance of such revised or modified terms.
Neither the Client nor WATC is liable for delay or failure to fulfil obligations to the extent that the delay or failure arises due to an event beyond their respective reasonable control and which could not have been avoided by the taking of reasonable precautions and measures which is not otherwise dealt with in these terms and conditions. The Client and WATC agree to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
Intellectual Property Rights
The Client and each Authorised User:
(a) acknowledge and agree that WATC Documents and all other materials appearing on the Client Portal or documents, information, online graphics and audios or videos provided via the Client Portal are the Intellectual Property of WATC or of any third parties from whom WATC has a licence to use them.
(b) must not during, or at any time after the expiry or termination of all access permissions, permit any act which infringes any of those Intellectual Property rights and, without limiting the generality of the foregoing, you specifically acknowledge that you may not without the prior written permission of WATC:
(i) broadcast or publish by any means (magnetic, electronic, optical, printing, photocopying, or otherwise material from the Client Portal);
(ii) republish material from the Client Portal (including republication on another website);
(iii) show any material from the Client Portal in public;
(iv) reproduce, duplicate, copy or otherwise exploit material on the Client Portal for a commercial purpose other than in respect of the Client Actions;
(v) edit or otherwise modify any material on the Client Portal;
(vi) redistribute material from the Client Portal except for content specifically and expressly made available for redistribution; or
(vii) use the Client Portal in any way or take any action that causes, or may cause, damage to the Client Portal or impairment of the performance, availability or accessibility of the Client Portal.
Breach of these Terms and Conditions
14.1 Without prejudice to WATC’s other rights under these terms and conditions, if the Client or any Authorised User breaches these terms and conditions, or if WATC has a reasonable suspicion that the Client or any Authorised User has breached these terms and conditions in any way, WATC may:
(a) send you one or more formal notices requiring you to remedy the breach;
(b) temporarily suspend your access to or use of the Client Portal;
(c) permanently prohibit you from accessing the Client Portal;
(d) block computers using your domain name or address from accessing the Client Portal;
(e) contact any or all of your internet service providers and request that they block your access to the Client Portal; and
(f) commence legal action against you, whether for breach of contract or otherwise, and/or suspend or delete your account on the Client Portal.
14.2 If WATC suspends, prohibits or blocks your access to or use of the Client Portal or a part of the Client Portal, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
Failure or neglect by WATC to enforce at any time any of the provisions of these terms and conditions shall not be construed or deemed to be a waiver of the rights of WATC under these terms and conditions.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in full force and effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in full force and effect.
17.1 WATC may for statistical and record keeping purposes make a record of the Authorised Users' visit and may log the Authorised User, Authorised Users' server address, top level domain name, the date and time of the access to or use of the Client Portal, the pages accessed and documents downloaded, and the type of the browser used by the Authorised User, in accordance with WATC’s Privacy Statement located at http://www.watc.wa.gov.au/.
17.2 The Client and each of its Authorised Users agree that WATC's Privacy Statement referred to in clause 17.1 forms part of these terms and conditions.
Applicable Law and Jurisdiction
The law applying to these terms and conditions is the law of Western Australia and the Client and WATC submit to the exclusive jurisdiction of the Courts of the State of Western Australia and waive any right either of them may have to claim that those Courts do not have jurisdiction or are an inconvenient forum.