Website terms of use

SECTION A: INTRODUCTION

Introduction

• The websites at https://apir.com.au/, https://www.leiaustralia.com.au/ and the APIR Client Portal ("Website") are  owned and maintained by APIR Systems Limited ("APIR", "we", "us" or "our"), a company registered in Australia with Australian Business Number 48 081 044 957. The registered office and address of APIR is Level 2, 33 Ainslie Place, Canberra City, ACT 2601, Australia.
• This document (together with the documents referred to in it, including any terms referred to in it) tells you the terms and conditions ("Terms") on which you may use our Website. Please read these Terms carefully before you start to use the Website.
• By using our Website, you are deemed to have understood and accepted, these Terms. You agree to abide by them.
• If you are using this Website as a representative of your employer, you represent to us you have the full and unfettered legal right and authority to accept these terms on its behalf and references to "you" in these Terms will be deemed to refer to your employer.
• If you do not agree to these Terms, please refrain from using our Website. Use of our Website includes accessing, browsing, searches, lodging requests or registering to use our Website.
• Where any information contained on this Website is available for download or copying, these Terms apply to such information as may be downloaded or copied.
• APIR is making the information available on this Website as a public service and for general information purposes only, we do not intend by doing so to either directly or indirectly solicit any business or to make any offer or invitation to subscribe for, to buy or sell, or to solicit any offer or invitation to subscribe for, to buy or sell, securities or other financial instruments from or to any person, in any jurisdiction, nor is the information to be considered as, nor is it to be used to provide or form the basis for, investment or financial advice.
• The information on this Website is not intended for distribution, or for use by any person or entity in any jurisdiction where any such distribution or use would be contrary to any local law, order, directive or regulation. You should acquaint yourself with any local laws, order, directives or regulations that might apply to the use of this Website.

SECTION B: TERMS OF USE

Access to our Website

• We reserve the right to, and may, withdraw or amend the services we provide on our Website without notice at any time.
• From time to time, we may restrict access to some parts of our Website, or our entire Website, to certain users only, for example, users who have registered with us.
• If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat this information as confidential, and you must not disclose it to any third party.
• We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
• You are responsible for any use by any person of the Website using your username, password or any other piece of information being part of our security procedures.. You are also responsible for ensuring that all persons who access our Website through your internet connection or your name, password or any other piece of information being part of our security procedures are aware of these Terms, and that they comply with them.

Privacy Statement

• APIR processes information provided by you in accordance with our Privacy Statement. By using this Website, you consent to the terms of our Privacy Policy including such processing and warrant that all information provided by you is accurate.

Disclaimer

• The information on this Website is provided by us for general information purposes only and is made available "AS IS" without any representation or warranty, either express or implied, being given as to the accuracy, completeness, timeliness, reliability or otherwise of its content.
• No responsibility is accepted by us for your use of the information on this Website, including for any errors or omissions or any inaccurate information on this Website.
• We do not guarantee that our Website, or any content on it, will be available at all times or will be free from errors or omissions.
• The material posted on this Website, including any regulatory announcement, is not intended to amount to or provide, nor does it amount to, constitute or comprise, investment, financial, legal or other advice on any particular matter and no action should be taken or omitted to be taken in reliance on the information contained on this Website. Advice should always be sought from a suitably qualified professional in relation to any particular matter or circumstance.
• To the fullest extent permitted by law, we expressly exclude, and accept no liability for, any loss, cost, expense or damage which may be suffered or incurred by you, or any third party, and/or which may arise from the use, or the inability to use, this Website (or any website linked to it) or the use of, or any reliance placed on, any information contained on this Website (or any website linked to it), including, but not limited to direct, indirect, incidental, exemplary, compensatory, punitive, special, consequential or other loss, cost, expense or damage, damage to reputation, loss of data, loss of income, profits, revenue, anticipated savings, contracts or opportunity, loss of goodwill or claims by third parties and whether caused by unauthorised access to, alteration or use of APIR systems and software, ransomware attacks, phishing attacks, malware attacks, compromised APIR user accounts and insider threat attacks, tort (including negligence), breach of contract or otherwise, even if such loss, cost, expense or damage was reasonably foreseeable by us.
• The exclusions in the previous paragraph will extend to any claims relating to the functionality or availability or otherwise of this Website at any time or for any period.
• We do not warrant that our Website will be secure or free from bugs or viruses and we accept no liability for any damage that might result from the transmission of any bugs or viruses via our Website. It is your responsibility to ensure that your information technology, programs and equipment are properly configured to enable you to access our Website and that they have appropriate and up to date virus protection software installed.
• We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.

Changes to our Website

• While we aim to update our Website regularly, we are under no obligation to do so and as the information contained on it is inherently subject to change without notice it may be out of date at any given time. You should therefore not act, or refrain from acting, on the basis of any information contained on, or obtained from, or from any publications or links to other websites provided on, this Website. You should always obtain appropriate advice where necessary from a suitably qualified professional in relation to any particular matter or circumstance.

Copyright and other intellectual property rights

• The information, market data, announcements, content, graphics, text, sound, images, trademarks, service marks, loops and all other materials contained on this Website (the "Materials"), including but not limited to the homepage and all other pages and publications, are protected by copyright, database right, trademark and other proprietary rights.
• The Materials are owned and controlled by APIR or the party credited as the provider of the Materials, except as otherwise indicated.
• No person may copy the Materials, republish, redistribute, transmit, alter, edit or otherwise exploit them, in any manner for any purpose, without the express written permission of APIR or the party in whom the copyright resides. You agree not to reproduce, duplicate copy, republish, redistribute, transmit, alter, edit re-sell or otherwise exploit any part of our Website in contravention of the provisions of these Terms, if you do so your right to use our Website will cease immediately and you must, at our option, either return or destroy any copies of the Materials you have made.
• APIR and/or any other owners of the Materials retain all right, title, interest and intellectual property rights in and to the Materials. Nothing in these Terms shall be construed as conferring by implication, estoppel or otherwise any licence or right under any copyright, patent, trademark, database right, sui generis right or other intellectual property right or proprietary interest of APIR or any third party.
• All trademarks, service marks or logos contained on this Website are the property of APIR or their owners.

Transactions concluded through our Website

• Contracts for the provision of services found on and formed through our Website or as a result of visits made by you are governed by our terms and conditions in relation to the supply of the services.

Uploading material to our Website

• Whenever you make use of a feature that allows you to upload material to our Website, or to make contact with other users of our Website, you must comply with the content standards set out below and the other Terms. You warrant and represent that any such contribution complies with those standards and Terms, and you indemnify us for any breach of that warranty and representation.
• Where you post or upload any material to our Website such material will be considered by us to be non-confidential and non-proprietary and, as such, we will have the right to use, copy, distribute, sell and disclose any such material to third parties for any purpose whatsoever, including for commercial gain. We also reserve the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.
• We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our Website.
• We have the right to, and shall, remove any material or post you make on our Website if, in our absolute opinion, it does not comply with the content standards set out below.

Prohibited uses of our Website

• You may use our Website only for lawful purposes.
• You may not use our Website in any way that breaches any applicable local, national or international law, order, directive, regulation or any similar restriction or in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose, intent or effect nor to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below and the other Terms.
• You may not use our Website to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (commonly known as "spam") or to knowingly transmit any data, or to send or upload any material that contains viruses, trojans, worms, logic bombs, spyware, adware or any other harmful programs or similar computer code designed to affect the operation of any computer software or hardware in any adverse way.
• The use of automated systems or software applications used to search, copy or extract data and information from this Website is prohibited.

Content standards

• All material which you contribute to our Website or which you submit to us for publication using our Website, and to any interactive services associated with our Website, including any regulatory announcement, ("contributions") will be subject to the following content standards.
• The standards apply to each part of any contribution which is made as well as to it as a whole.
• Where a contribution states facts, those facts must be accurate and complete, and where it states opinions, those opinions must be genuinely and honestly held by you. It must not be misleading, false or deceptive and it must comply with all applicable laws and regulations not only in Australia but also in the country from which it is posted or uploaded. It must not be used to impersonate any person or give the impression that it emanates from us.
• No contribution should contain any material which is defamatory of any person, is a injurious falsehood of a corporation or which is obscene, offensive, hateful or inflammatory. It must not promote any illegal activity or advocate, promote or assist any unlawful act including, by way of example only, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. It must not infringe, or advocate the infringement of, any copyright, database right or trademark of any other person or be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Any contribution which is threatening or which abuses or invade another's privacy, or causes annoyance, inconvenience or needless anxiety or contains anything likely to harass, upset, embarrass, alarm, annoy or deceive any other person is also strictly prohibited by these content standards.

Suspension and termination

• We will determine, in our sole and absolute discretion, whether there has been a breach of our content standards or the other Terms through your use of our Website. Failure to comply with our content standards or the other Terms constitutes a material breach of these following which we may withdraw your right to use our Website and/or remove any post or material uploaded by you to our Website (in both cases either temporarily or permanently). We may also take such further or other action as we deem necessary or appropriate including, by way of example only, issuing legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, all reasonable administrative and legal costs) resulting from your breach and we may disclose such information to law enforcement authorities as we feel is necessary.
• We exclude liability for actions taken in response to breaches of our content standards or other Terms. The responses which we might take and which we have highlighted are not limited, and we may take any other action that we deem necessary or appropriate.

Unauthorised access

• You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
• We will report any breach of this provision to the relevant law enforcement authorities and co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
• You also agree that you will not access without authority, nor interfere with, damage or disrupt, any part of our Website or any equipment or network on which our Website is stored, any software used in the provision of our Website, or any equipment, network or software owned or used by any third party.

Third party websites

• This Website may contain hypertext links to other websites that are owned or operated by parties other than APIR and are included for your convenience only. APIR has no control over, and is not responsible for, the content or availability of any such third-party websites. Inclusion on this Website of a hypertext link or other link does not imply any recommendation or endorsement of the material or content on such websites by APIR, nor any association with their operators. APIR will not be responsible or liable, directly or indirectly, for any loss, cost, judgment, penalty, claim action, damage, expense or fees (including legal fees) caused or alleged to have been caused in connection with the use of, or reliance on, any content, goods or services available on such external websites.

Links to our Website

• Hypertext links or other links to our Website are strictly prohibited without our prior written consent. If you wish to provide a link to our Website you should seek consent from us by email to admin@apir.com.au.

Severability

• In the event that any Terms or provisions herein shall be determined to be illegal, invalid, or unenforceable in whole or in part for any reason whatsoever such illegality, unenforceability or invalidity shall not affect the enforceability or validity of the remaining Terms or provisions or parts thereof which shall continue to be binding and enforceable.

SECTION C: MISCELLANEOUS

Changes to these Terms

• APIR may revise these Terms & Conditions from time to time in order to comply with changes to the Law or that are necessary to achieve our legitimate business interests by updating this document on our website (apir.com.au) and sending an email to clients notifying them of any such changes.

Governing law

• The services offered by APIR will be governed by the laws of Australia, under the jurisdiction of the New South Wales.
• Any dispute or claim arising out of or in connection with these Terms & Conditions or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the New South Wales and the courts of the New South Wales will have exclusive jurisdiction over any claim arising from, or related to, the use of the service, although we retain the right to bring proceedings against you for breach of these Terms & Conditions in your jurisdiction of residence or any other relevant jurisdiction.

APIR LEI Terms and Conditions

SECTION A: INTRODUCTION

Introduction

• The LEI Service is provided by APIR Systems Limited (“APIR”), LEI code 261700K5E45DJCF5Z735;
• APIR is an official Registration Agent approved by the Global Legal Identifier Foundation (“GLEIF”);
• To apply for a LEI code, fill out the registration form, submit your data and pay for the service by credit card or electronic funds transfer.

SECTION B: APPLICANT OBLIGATIONS

Applicant obligations

• The LEI Applicant declares:
  • the Applicant (“The Applicant”) has the full authority to apply for a LEI on behalf of the applying Legal Entity. In certain circumstances, the Applicant may be contacted to supply a letter of authorisation, power of attorney or any other proof that the Applicant is authorised to apply for a LEI on behalf of the Legal Entity;
  • the Applicant accepts APIR's Terms and Conditions for the LEI Service;
  • the Applicant authorises APIR to apply for a LEI on its behalf, including the maintenance of the related data (annual renewal), submission of the corresponding declarations of intent in its name, including signing the RapidLEI Terms of Service (published here), and to take all necessary measures in this regard;
  • the submission of this application is considered as an irrevocable authorisation to APIR to carry out, in The Applicant’s name and on The Applicant’s behalf, all necessary and lawful actions for:
    1. the issuance of the LEI by the Local Operating Unit (LOU) that APIR is a Registration Agent for; and
    2. the receiving of the LEI on our behalf from the LOU.
  • all submitted data and documents included with this application (and any subsequent data and documents submitted) are legitimate, complete and accurate. In certain circumstances, APIR may need to request further documentation;
  • it undertakes to notify APIR of any updates to the submitted data after any change and/or on an annual basis from the submission of this application; and
  • it is responsible for paying registration fees and/or renewal fees prior to APIR processing the application until the LEI code is transferred to another LOU or until the entity ceases operations.

SECTION C: APIR’s OBLIGATIONS

APIR’s Obligations

• APIR will:
  • Following receipt of payment of APIR’s fees and charges and all required information from the Applicant, begin the registration process or annual and/or multi year renewal process;
  • Use reasonable endeavours to ensure that the information supplied by the Applicant is accurate and, where applicable, check the data against relevant business registers, publicly available sources and documentation provided by the Applicant;
  • In cases where insufficient information has been provided, contact the Applicant via email or telephone to collect the required information;
  • Contact the Applicant prior to the 12-month maintenance period expires to complete the annual renewal process. If the Applicant fails to maintain the LEI, it lapses and is no longer valid; and
  • Following successful validation of the required information, issue the LEI code to the Applicant. In most cases the LEI code will be issued within 48 hours. However, in situations where further information is required it may take up to 7 days. The annual maintenance / transfer process may take up to 7 days.

SECTION D: MULTI-YEAR CONTRACTS

Multi-Year Contracts

• APIR offers customers an opportunity to pay renewal fees in advance at a discounted rate;
• If the Applicant choses a multi-year option, APIR will complete the initial registration or renewal and auto-renew the company's data in the GLEIF database annually based on the data provided in public company registries;
• The Applicant accepts that the Legal Entity data will be automatically updated in the GLEIF database according to the official entity register record;
• The Applicant agrees to notify APIR in the event of a change in the Legal Entity data that cannot be validated from public company registers. APIR will amend the data accordingly through the relevant LOU;
• When the entity has Direct Parent and Ultimate Parent data, the Applicant agrees to supply annually relevant documentation (e.g. consolidated financial statements) in order to verify the relationship;
• If an Applicant’s signing authority has changed during the automatic renewal period APIR will request a new letter of authorisation from Applicant’s relevant signing authority. If the Applicant fails to provide the signed letter of authorisation, APIR cannot continue with the automatic renewal. If no letter of authorisation is presented within 60 days of APIR’s request APIR has the right to cancel the multi-year contract and no refund of APIR charges and fees will be issued;
• If an Applicant transfers or retires the LEI during the term of a multi-year contract no refund of APIR charges and fees will be issued;
• When the multi-year contract is due to expire, APIR will inform the Applicant by email;
• Irrespective of renewal service purchased, the LEI data will be updated annually. Hence the "next renewal date" in the GLEIF database is usually the time of LEI issuance/last renewal + 365 days.

SECTION E: FEES AND CHARGES

Fees and Charges

• Applicable fees for registration and renewal are available at https://www.apir.com.au/page/pricing.
• Applicants will only be charged for registering a LEI code or the renewal of the LEI code.

Refund Policy

Please note that applicants should make all endeavours to ensure that applications are completed in full, including all necessary documentation, and that an LEI has not already been issued (or is pending) against the entity(s). This can be done by visiting https://search.gleif.org/#/search/.

The Applicant accepts that the application is considered final once payment is received. At this point APIR will complete its obligations and forward the application to the LEI Issuer. Should the Applicant cancel the order, the Applicant should note that APIR can deny a request for a refund if:

• the application has been counted as final.
• the automatic renewal of an LEI has been completed.
• a letter of authorisation, or additional supporting documentation has not been presented within 60 days of a request from APIR.
• a Applicant transfers or retires the LEI during the term of a multi-year contract.

If the Applicant completes the application and provides documents and/or other information requested by APIR within 60 days, but APIR is still unable to register, renew or transfer the LEI, the payments made by the Applicant shall be refunded by APIR.

SECTION F: MISCELLANEOUS

Applicant Communications

• The Applicant agrees to receive communications from APIR, including by electronic means, containing relevant product or service information material and agrees that APIR does not need to include an un-subscribe facility in such messages.

Complaints and Disputes

• APIR’s Applicant Complaints Handling Policy aims to promote timely and efficient handling of complaints in a fair and objective manner.
• APIR defines a complaint as an expression of dissatisfaction by a Applicant relating to a product or service provided by APIR or by an employee acting on our behalf. Therefore, APIR must first have had the opportunity to deal with any issues raised by the Applicant before a formal complaint can be lodged. This potentially allows the issue to be rectified before reaching the stage of becoming a formal complaint.
• APIR’s Senior Applicant Service Manager has the primary responsibility for investigating any complaints received from Applicants and will respond with the outcome of the investigation within 30 days.
• APIR’s Applicant Complaints Handling Policy can be accessed at the following link https://www.apir.com.au/page/legal#client_complaints_handling_policy

Changes to these Terms and Conditions

• APIR may revise these Terms & Conditions from time to time in order to comply with changes to the Law or that are necessary to achieve our legitimate business interests by updating this document on our website (apir.com.au) and sending an email to Applicants notifying them of any such changes.

Governing law

• The services offered by APIR will be governed by the laws of Australia, under the jurisdiction of the New South Wales.
• Any dispute or claim arising out of or in connection with these Terms & Conditions or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the New South Wales and the courts of the New South Wales will have exclusive jurisdiction over any claim arising from, or related to, the use of the service, although we retain the right to bring proceedings against you for breach of these Terms & Conditions in your jurisdiction of residence or any other relevant jurisdiction

SECTION G: DEFINITIONS

Definitions

"Direct Parent” means the legal entity that owns more than 50% of the Legal Entity, prepares the consolidated accounts of the Legal Entity and is not restricted from reporting the relationship due to legal obstacles;

"GLEIF Trademark and Logo" shall mean the trademark and logo of GLEIF as shown on http://www.gleif.org;

"GLEIS" shall mean the Global Legal Entity Identifier System operated by GLEIF and the LOUs;

“Legal Entity” means an organisation such as companies, trusts, funds, partnerships, superannuation funds etc;

"LEIs" shall mean one or many Legal Entity Identifiers issued by GLEIF and the LOUs;

The "LEI Service" shall mean the facility provided by APIR under these Terms and Conditions;

"LEI Reference Data" and shall mean the information available in the LEI repository in relation to an LEI;

"LOU" or "LOUs" shall mean the Local Operating Units who have entered into a Master Agreement with GLEIF and who are accredited by GLEIF to accept applications by legal entities for LEIs and to issue LEIs;

"Registration Agent" shall mean an organisation that helps legal entities to access the network of LEI issuing organisations responsible for performing LEI issuance and related services. LEI issuers are also referenced as Local Operating Units or LOUs. A Registration Agent may choose to partner with one or more LEI issuing organisations to ensure its Applicants' needs for LEI services are met;

"We", "us", "our" or equivalent terms shall refer to APIR;

“Ultimate Parent” means the highest-level Legal Entity that prepares consolidated accounts within the organisational group;

"User", "you", "your" or equivalent terms refer to any user of the LEI Service.

APIR complaint handling procedure

POLICY OBJECTIVE

• APIR seeks to provide high quality products and services and is committed to being responsive to the needs and concerns of our Clients and to resolving any complaint they may lodge as quickly as possible.
• This policy provides guidance on the manner in which APIR receives and manages a complaint from a Client. We aim to be consistent, fair and impartial when handling Client complaints.
• The objective of this policy is to ensure that:
  • Clients understand our complaint lodgement and handling processes;
  • complaints are investigated impartially with a balanced view of information or evidence; and
  • complaints are treated on merit considering relevant circumstances.

DEFINITION OF A COMPLAINT

• In this policy a complaint means an expression of dissatisfaction by a Client relating to a product or service provided by APIR or by an employee acting on behalf of us.

LODGING A COMPLAINT

• If a Client is dissatisfied with a product or service provided by us, the Client should, in the first instance, consider speaking directly with the staff member(s) that they have been dealing with. If the Client is uncomfortable with this approach or considers that the relevant staff member(s) is unable to address its concerns, a formal complaint can be lodged with us in one of the following ways:
  • call the Senior Client Service Manager on +61 2 6176 3440; or
  • email us at admin@apir.com.au marked to the attention of the Senior Client Service Manager; or
  • write to us at:

  APIR Systems Limited
  Attn. Senior Client Service Manager
  G.P.O. Box 171
  Canberra, ACT, Australia 2601

ACKNOWLEDGEMENT AND INVESTIGATION

• APIR will acknowledge receipt of any formal complaint within three (3) business days.
• Once a complaint has been received, APIR will undertake an investigation of the complaint with the intention of endeavouring to find a satisfactory resolution. If we receive a complaint verbally and we consider it appropriate, we may ask for it to be submitted in writing. Should we anticipate that the complaint may not be resolved within 10 business days we will provide an expected resolution time frame at that time. We aim to resolve complaints within 30 business days where possible. However, there may be circumstances during the investigation where we need to clarify some aspects of the complaint or request additional documentation from you.

THE INFORMATION YOU MAY NEED TO PROVIDE

• When we are investigating a complaint, we will rely on information provided by our Client and on any information about our Client that we may already hold. We may need to contact you to clarify details or request additional information where necessary.
• To help us investigate complaints quickly and efficiently we may request the following information from our Client:
  • the nature of the complaint;
  • the names and contact details of any individuals involved in lodging the complaint;
  • the names of any APIR staff members that you have been dealing with;
  • details of any steps that have already been taken to resolve the compliant;
  • details of conversations that may have been held with APIR that may be relevant to the complaint; and
  • copies of any documentation which supports your complaint.
• The Complaint and all information provided with it will remain confidential and will not be discussed with any parties outside of APIR without prior consent from our Client.

COMPLAINT RESOLUTION

• Once we have finalised the investigation of the complaint, we will advise our Client of our findings by email and of any action we intend to take or have taken.

COMPLAINT DOCUMENTATION

• When managing a complaint, we will document:
  • the complaint and the information noted above;
  • the outcome of the investigation;
  • any recommendations and/or actions taken that resulted from the investigation;
  • the dates and times of any relevant communications/correspondence between us; and
  • the dates and times of actions taken to resolve the complaint

"Client" means the receiver of a service requested from and provided by APIR