Skip to main content1. Overview
1.1 These HaltH API Licence Terms (Terms) govern your access to and use of the application programming interfaces, software development kits, documentation, and related materials (API) provided by HaltH Pty Ltd (ACN 678 292 165) (HaltH, we, us, or our).
1.2 By signing an API Commercial Schedule or accessing or using the API, the individual or entity identified in the API Commercial Schedule (you or your) agrees to these Terms, which form a legally binding agreement.
1.3 These Terms are incorporated into and form part of the API Commercial Schedule. Capitalised terms not defined in these Terms have the meaning given in the API Commercial Schedule. If there is any inconsistency between these Terms and the API Commercial Schedule, the API Commercial Schedule prevails to the extent of the inconsistency.
1.4 If you access the API on behalf of an entity, you warrant that you have authority to bind that entity, and references to “you” include that entity.
2. Licence and Access
2.1 Licence Grant
Subject to these Terms and the API Commercial Schedule, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence to access and use the API solely for the Approved Purpose.
2.2 Ownership
The API, its documentation, and all related intellectual property rights remain owned by HaltH or its licensors. Except for the licence granted in clause 2.1, no other rights are granted to you.
2.3 API Credentials
To the extent necessary, we will provide you with API keys, tokens, or other credentials (Credentials) to access the API. You agree to:
- keep Credentials confidential and secure;
- not share Credentials with any third party without our prior written consent; and
- be responsible for all activities conducted using your Credentials.
3. Use of the API
3.1 Permitted Use
You may integrate your application, platform or system with the API (including through a HaltH-hosted embed or widget) solely for the Approved Purpose.
3.2 Restrictions
You agree that you will not:
- reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or algorithms of the API;
- use the API to develop a product or service that competes with HaltH’s platform or services;
- share, resell, lease, or sublicense API access to any third party without our prior written consent;
- bypass or attempt to circumvent rate limits, usage caps, or other technical restrictions set out in the API Commercial Schedule;
- use the API to access, collect, or process data (including Personal Information) beyond the Approved Purpose;
- use the API for any unlawful purpose, or in a way that contravenes applicable laws; or
- use the API in a way that disrupts, harms, or compromises the security or performance of HaltH’s systems or other users.
3.3 Rate Limits and Usage Caps
If applicable, you agree to comply with any rate limits or usage caps specified in the API Commercial Schedule.
3.4 Audit Rights
We may audit your use of the API, and any systems and records reasonably necessary to verify compliance with these Terms, so long as we give you reasonable notice (at least 7 days). You agree to cooperate with any audit and provide access to relevant information. If an audit reveals non-compliance, you must promptly remedy it and reimburse us for any reasonable audit costs.
3.5 Suspension
We may suspend access to the API (in whole or part) if we reasonably believe your use: (a) breaches these Terms; (b) poses a security, privacy, or legal risk; (c) could adversely affect the API or other users; or (d) is required to comply with law or at the direction of a regulator. We’ll notify you of the suspension and restore access once the issue is resolved.
4. Updates to the API and availability
4.1 Updates to the API
We may modify, enhance, or release new versions of the API at any time. We will use reasonable efforts to give you at least 30 days’ notice of any change that materially affects existing functionality. You agree to upgrade your integration to the latest supported version within three months of our notice (or any longer period we specify). We are not required to maintain or support deprecated versions after that period, and your continued use of a deprecated version is at your own risk.
4.2 Availability
We will use reasonable efforts to maintain 99.9% availability, measured over a rolling three-month period, subject to planned maintenance, force majeure events, or disruptions caused by third-party services.
4.3 Maintenance
The API may be inaccessible or inoperable during certain periods to permit us (or its third party hosting service provider, if applicable) to perform maintenance support services. We will use reasonable efforts to minimise any disruption of the API and to give you advance notice of scheduled downtime.
4.4 As is
While we use reasonable efforts to maintain the availability and security of our API, our API is provided for your use in accordance with these Terms on an ‘as is’ basis. We do not represent or warrant that our API will perform to any particular standard or that they will be continuously available, free of any error, defect, ‘bug’ or ‘virus’. To the extent permitted by law, we disclaim all other warranties, including but not limited to, any warranty of merchantability, fitness for a particular purpose, accuracy, reliability, course of dealing, course of performance or usage in trade.
5. Data and Privacy
5.1 Compliance with law
Each party must comply with all applicable privacy, data protection and health information laws including the Privacy Act 1988 (Cth).
5.2 Your obligations
You are responsible for ensuring that all Customer Data has been lawfully collected and that any required notices and consents have been obtained for HaltH to handle that Customer Data for the Approved Purpose.
5.3 HaltH handling
HaltH will handle Customer Data received through the API in accordance with these Terms and the HaltH Privacy Policy. HaltH will maintain appropriate security measures (such as encryption, access controls, audit logs) to protect Customer Data against unauthorised access, modification or disclosure, and will only use or disclose that information as permitted by law or these Terms. HaltH may engage third-party hosting or infrastructure providers to assist in providing the API and will take reasonable steps to ensure those providers comply with applicable privacy laws.
5.4 Licence to use Customer Data
You grant us a non-exclusive, royalty-free, worldwide licence to collect, use, host, copy, transmit, store and process Customer Data solely to:
- provide, operate and maintain the API for you;
- test, diagnose and improve the API and develop new functionality for the API; and
- create and use de-identified or aggregated data for analytics, benchmarking, product improvement and reporting.
HaltH will not disclose Customer Data (other than de-identified or aggregated data) to any third party except as required to deliver the API or by law.
5.5 Data breaches
If we become aware of unauthorised access to, disclosure of, or loss of Customer Data within our control that is likely to result in serious harm to affected individuals, we will notify you without undue delay (and within 72 hours where practicable), provide reasonable details of the breach, and cooperate with you in investigating, containing and remediating the breach.
You agree to promptly notify us of any unauthorised access to or use of the API or Credentials that could compromise data security.
5.6 Data retention and deletion
On termination of these Terms or the API Commercial Schedule, we will delete or de-identify Customer Data received through the API except to the extent we are legally required to retain it. We may retain and use de-identified or aggregated data for analytics, product improvement or reporting.
6. Fees and Payment
6.1 Fees
You agree to pay the fees set out in the API Commercial Schedule (Fees) for use of the API. The Fees are exclusive of GST, which will be added and paid by you.
6.2 Invoicing and Payment
Unless otherwise stated in the API Commercial Schedule, we will invoice you for the Fees monthly in arrears, and you agree to pay those Fees to our nominated bank account within 14 days of the invoice date.
6.3 Fee Changes
We may adjust our Fees by providing 30 days’ written notice. If you do not agree to the change, you may terminate the API Commercial Schedule before the new fees take effect.
6.4 Late Payments
Overdue amounts may incur interest at 2% per month or the maximum rate permitted by law, whichever is lower. We may suspend API access for non-payment after 7 days’ notice until all outstanding amounts are paid.
7. Term and Termination
7.1 Term
These Terms apply for the duration specified in the API Commercial Schedule or, if no term is specified, until terminated in accordance with these Terms.
7.2 Termination for Convenience
Unless otherwise specified in the API Commercial Schedule, either party may terminate the API Commercial Schedule and these Terms by providing 30 days’ written notice to the other party.
7.3 Termination for Cause
Either party may terminate immediately by written notice if the other:
- materially breaches these Terms or the API Commercial Schedule and fails to remedy the breach (if remediable) within 10 days of notice;
- becomes insolvent, enters external administration, or ceases to conduct business; or
- engages in unlawful, fraudulent, or prohibited activities under these Terms.
7.4 Effect of Termination
On termination:
- your right to access and use the API and Credentials immediately ceases, and you agree to stop all calls to the API and delete or disable any locally stored Credentials;
- any outstanding Fees remain payable.
7.5 Survival
Clauses that by their nature are intended to survive termination will continue to apply after termination of these Terms or the API Commercial Schedule.
8. Intellectual Property
8.1 HaltH IP
We retain all rights, title, and interest in the API and any improvements, modifications, or derivatives to it.
8.2 Feedback
If you provide feedback, suggestions, or ideas about the API, you grant us a royalty-free, worldwide, perpetual, irrevocable licence to use, modify, and incorporate them into our products or services without attribution or compensation.
8.3 Branding
Neither party may use the other party’s trademarks, logos or branding in any public materials without the other party’s prior written consent.
8.4 Publicity
We may identify you as a customer or partner in marketing, publicity, or investor materials, and may describe the nature of the relationship and the Approved Purpose at a high level.
8.5 No endorsement
These Terms do not imply any endorsement by HaltH of you, your application, service or business. You must not represent or imply such endorsement without our prior written consent.
9. Confidentiality
9.1 Confidentiality
Each party (Receiving Party) must:
- keep the other party’s (Disclosing Party) Confidential Information secure and not disclose it except to employees, contractors, or advisors who need to know and are bound by equivalent confidentiality obligations;
- use Confidential Information solely to perform its obligations under these Terms; and
- not disclose Confidential Information except as required by law, provided the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and uses reasonable efforts to limit disclosure.
In this clause, ‘Confidential Information’ means anything that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public information about a party’s business, technology, products or services, but does not include information that has become publicly available through no fault of the Receiving Party or was known to the Receiving Party before disclosure by the Disclosing Party.
9.3 Obligation
These obligations survive termination of these Terms or the API Commercial Schedule.
10. Warranties
10.1 Mutual Warranties
Each party warrants that it has the legal authority to enter into and perform its obligations under these Terms and the API Commercial Schedule.
10.2 Disclaimers
The API is provided “as is.” To the maximum extent permitted by law, we disclaim all warranties, guarantees, or conditions, whether express, implied, or statutory, including for merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the API will be uninterrupted, error-free, or free from viruses or malicious code.
10.3 Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantees or rights under the Australian Consumer Law that cannot lawfully be excluded.
11. Liability
11.1 Liability Cap
To the maximum extent permitted by law, our total aggregate liability for all claims arising under or in connection with these Terms or the API Commercial Schedule is limited to the greater of:
- the total Fees paid by you to us in the 3-month period immediately before the event giving rise to the claim; or
- AUD $500.
11.2 Exclusions
Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.
11.3 Indemnity
You indemnify us, our affiliates, and our officers, directors, and employees against any claims, losses, or liabilities arising from:
- your breach of these Terms or the API Commercial Schedule;
- your misuse of the API, Credentials, or Customer Data;
- your violation of any applicable laws, including privacy or health regulations; or
- your application or service infringing any third-party rights.
This indemnity does not apply to the extent the claim arises from our negligence, fraud, or wilful misconduct.
12. General
12.1 Governing Law
These Terms and the API Commercial Schedule are governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
12.2 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent, which will not be unreasonably withheld. We may assign our rights or obligations to a related body corporate or in connection with a merger, acquisition, or sale of assets, with notice to you.
12.3 Entire Agreement
These Terms, together with the API Commercial Schedule and any policies referred to in either of them, constitute the entire agreement between the parties and supersede all prior agreements or understandings regarding the API.
12.4 Severability
If any provision of these Terms is held to be invalid or unenforceable, it will be severed or modified to the extent necessary, and the remaining provisions will remain in effect.
12.5 No Waiver
A party’s failure to enforce any right or provision does not waive that right or provision unless expressly agreed in writing.
12.6 Force Majeure
Neither party is liable for delays or failures to perform due to events beyond its reasonable control, including acts of God, internet outages, or third-party service failures, provided it notifies the other party promptly.
12.7 Notices
Notices must be in writing and sent to the contact details set out in the API Commercial Schedule. Notices are deemed received: (a) on delivery if sent by email, unless the sender receives a bounce-back or other delivery failure notice; (b) two business days after posting if sent by courier; or (c) five business days after posting if sent by mail.
12.8 Relationship
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
12.9 Changes to these Terms
We may update these Terms by publishing an updated version on our website or by otherwise providing notice to you. Material changes will be notified at least 30 days in advance, except where a shorter period is reasonably necessary (for example, to address security, legal or regulatory requirement). If you do not agree to a material change, you may terminate the API Commercial Schedule and these Terms by giving us written notice before the change takes effect. Your continued use of the API after the effective date will constitute acceptance of the updated Terms.
13. Definitions
Unless otherwise defined in these Terms, the following words have the meaning set out below:
- API Commercial Schedule means the document or online form executed by you and us that sets out the commercial details of your access to and use of the API.
- Approved Purpose means the purpose specified in the API Commercial Schedule.
- Credentials means API keys, tokens, or access credentials provided by us.
- Customer Data means any data, content, materials or information that you (or your users) submit to or through the API, including any Personal Information or health information.
- Personal Information has the meaning in the Privacy Act 1988 (Cth).
