Acceptable use policy
1. Purpose and scope
1.1 This Acceptable use policy ("AUP") governs use of all information and communication technology, systems, hardware, software, applications, networks, website, web portal, APIs, platform, facilities and services provided or made available by ClearBank or its direct or indirect affiliates from time to time, including but not limited to any ClearBank Portal and the ClearBank API (together, "ClearBank Services").
1.2 This AUP applies to each person who uses any ClearBank Services directly or indirectly, including without limitation legal entities or individuals doing business with ClearBank or otherwise receiving ClearBank Services ("Customers"), and any members of personnel or third parties permitted by a Customer to use or access the ClearBank Services ("Users"). Customers are required to inform Users of this AUP. Customers and Users are referred to in this AUP as "You".
1.3 The AUP is not exhaustive and ClearBank reserves the right to modify or update the AUP at any time by uploading a revised version to its ClearBank Portals and the ClearBank Website from time to time. You are expected to check the relevant ClearBank Portal and the ClearBank Website from time to time to take notice of any changes to this AUP, as they are legally binding on You.
1.4 Please note that any breach of the AUP may be result in any of the consequences set out in Paragraph 7 (Consequences of Breach) of this AUP.
2. Contractual effect
2.1 By connecting to, using or otherwise accessing any ClearBank Services (and receiving the benefit thereof), You are deemed to accept the terms of this AUP and agree to use the ClearBank Services at all times strictly in accordance with this AUP.
2.2 This AUP forms part of each legally binding contract entered into between ClearBank and a Customer from time to time (each a "ClearBank Contract").
2.3 If there is any conflict or inconsistency between any part of this AUP and any other part of a ClearBank Contract, the latter shall take priority and prevail unless ClearBank specifies otherwise in its sole discretion.
3. Unacceptable uses
3.1 for any illegal purpose;
3.2 to publish, post, share, copy, store, back-up or distribute:
3.2.1 any illegal files or data, including infringing, offensive, obscene, threatening, libellous, or otherwise unlawful or tortious material;
3.2.2 any material protected by the intellectual property rights of a third party (unless You have the necessary rights to such material); or
3.2.3. material that contains malware, including but not limited to viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or any other similar software that may damage the operation of the ClearBank Services or another person's device or property;
3.3 to copy, disclose, reproduce or use the confidential information of ClearBank or any third party without permission or otherwise in breach of Your legal obligations to ClearBank or any third party;
3.4 to misrepresent or impersonate a person or attempt to gain access to or illegally track any other person, Customer, User, account, data, hardware, software, system or network related to the ClearBank Services;
3.5 to distribute unwanted, unsolicited or harassing messages, promotions, advertising, or solicitations;
3.6 for any purpose or activity that harms or disrupts the operation or performance of the ClearBank Services or ClearBank's Customers, Users, business or operations from time to time;
3.7 in any manner not permitted by ClearBank;
3.8 in a manner that results in excessive bandwidth usage, as determined by ClearBank;
3.9 to attack, abuse, interfere with, surreptitiously intercept, or disrupt any part of the ClearBank Services (including but not limited to denial of service, unauthorised monitoring or crawling), or otherwise tamper with the security of the ClearBank Services or any Customer, User, account, data, hardware, software, system or network related to the ClearBank Services;
3.10 (whether direct or indirect) to reverse engineer, decompile, disassemble, modify, reproduce or create derivative works of any part of the ClearBank Services; or
3.11 for any other activity or purpose that ClearBank deems to be harmful or detrimental to its Customers, Users, business, operations or reputation; or
(the foregoing together the "Unacceptable Uses").
4.1 It is your responsibility to maintain the security of the systems you use to connect to the ClearBank Services.
4.2 You must ensure that all Users keep any username and password they use to access the ClearBank Services secure at all times. Users may be required to change their passwords from time to time.
4.3 You shall notify us promptly should you become aware of, or reasonably suspect any unauthorised use of or access to the ClearBank Services or unauthorised disclosure of any username or password.
5. Criteria for content
All data that You enter or upload to any part of the ClearBank Services must:
5.1 be true and accurate and corrected as soon as possible if You become aware that it is not true or accurate; and
5.2 comply with all applicable laws.
6. Monitoring of systems
To the extent permitted by applicable law, ClearBank reserves the right (but does not assume any obligation) to monitor usage of the ClearBank Services and intercept data from the ClearBank Services for its legitimate purposes, including without limitation to monitor compliance with this AUP, to check that account details are correct, to track payments and the liquidity position of its Customers, to prevent and detect money laundering, fraud, breach of sanctions and other crimes.
7. Consequences of breach
7.1 Failure to comply with this AUP constitutes a material breach of the ClearBank Contract to which You (or the Customer with which You are associated) are party.
7.2 Any breach of this AUP at any time may result in ClearBank taking any and all actions in its sole discretion, including with immediate effect based on our reasonable judgment, including without limitation to:
7.2.1 issue a warning;
7.2.2 suspend or terminate access to all or part of the ClearBank Services;
7.2.3 terminate all or part of the applicable ClearBank Contract;
7.2.4 initiate legal proceedings against You for reimbursement of all costs resulting from the breach;
7.2.5 take further legal action against You; and/or
7.2.6 disclose such information to any law enforcement or regulatory authorities as ClearBank considers to be necessary or appropriate.
7.3 To the extent permitted by law, ClearBank excludes and disclaims all liability for actions taken in response to breaches of this AUP. The responses described in this AUP are not limited, and ClearBank may take any other action it reasonably deems appropriate.