Terms of Use

These terms of use ("Terms") govern the use of the Investec Developer Suite which is accessed via the Investec Developer Portal and sets out the basis upon which You may make use of the Investec APIs and the Investec Developer Community.

1. Investec API Licence Grant

1.1. We grant You a revocable, limited, non-exclusive, royalty-free, non-sub-licensable, non-transferable, licence to access and use the Investec APIs to develop, test, connect with Your Solution subject to these Terms.

1.2. Except as otherwise stated herein, no rights or licences, express or implied, are hereby granted or transferred to You with respect to any of Investec's intellectual property rights.

1.3. You may:

1.3.1. access data made available to You through the Investec APIs; and/or

1.3.2. integrate the Investec APIs into Your Solution.

2. Investec Developer Community Licence Grant

2.1. By accessing the Investec Developer Community You will be able to engage with other developers to connect and collaborate on new ideas related to the Investec Developer Suite and technology. Subject to these terms, We hereby grant You a non-exclusive, non-transferable, revocable right to access the Investec Developer Community and share Your Contributions with the Investec Developer Community.

2.2. Through Your participation in the Investec Developer Community, You will be able to participate in Investec Developer fora and share Your Contributions with the Investec Developer Community. You acknowledge that any information shared within the Investec Developer Community does not represent Our views or opinions, unless expressly stated otherwise.

2.3. You understand that any Contributions shared within the Investec Developer Community may be made available to third-party search engines on the Internet.

2.4. You undertake to ensure that all Contributions You make will bear the original MIT license. Click here: https://opensource.org/license/MIT to view the original MIT Licence.

2.5. You are responsible for all the Contributions You share with the Investec Developer Community. By sharing Your Contributions, You confirm that You are the owner of the Contributions and/or have all necessary rights, licences, and authorizations to share such Contributions.

2.6. We are committed to creating a collaborative, harassment free environment within the Investec Developer Community. We can take all reasonable steps to protect the Investec Developer Community and our systems, for example if Your use of the Investec Developer Community affects our ability to host or affects other users of the Service. In addition, we can (but are not obliged to) remove Contributions, from all Investec Developer Community directories and resources if already listed or shared on those channels, which we reasonably believe breaches any of the restrictions listed in Clause 10 below (Acceptable Use). We can do so without giving You prior notice.

3. Your Warranties

3.1. When You share Your Contribution with the Investec Developer Community, You warrant that it does not contain any harmful code, malware, or viruses.

3.2. You shall notify the Investec Developer Community of any third-party content used to develop the Your Contribution. We encourage You, where possible, to refrain from embedding third party tools, software code, or products in Your Contribution.

4. Rewards/Payment

We may, at our sole discretion, reward You for Your Contribution, provided Your Contribution is shared with the Developer Community and is successfully used by Us. You will be informed of such rewards so soon as is practical in the circumstances. You shall have no claim against us if a reward expires or lapses without being redeemed by You.

5. Intellectual Property Indemnity

5.1. You warrant that Your Contribution and the use of such Developer Contribution will not infringe any third party Intellectual Property rights. You irrevocably agree to indemnify and keep Us indemnified and hold Us harmless in respect of any claims, liability, losses, damages, costs, fines or expenses (including but not limited to legal costs on a full indemnity basis) ("IPR Claim") arising from any breach of this warranty in these Terms.

5.2. We shall notify You in writing as soon as is reasonably practical of any IPR Claim which lies against Your Contribution and which claim has been served on Us.

5.3. We may, at Our sole discretion, assist You in dealing with such third-party claim and in such a way so as to protect Our brand, goodwill and reputation.

5.4. You will not carry out or cause to be committed any act which contests, or which has the effect of impairing or intending to impair the integrity, repute or distinctive character of any Contribution or of the Intellectual Property rights subsisting in any Contribution, or Our right to ownership in and to Our Intellectual Property.

General

6. Our Client Data

6.1. We will not provide You with real Client Data, including real Client API Credentials and Keys, unless our clients have provided us with express consent to do so. You may make use of a sandbox environment which can be accessed on the Investec Developer Portal bearing mock client data for testing purposes.

6.2. You undertake to acquire the required Client Consent before You receive and process any Client data. You agree to indemnify Us against any and all direct and/or indirect claim, loss, damage or cost incurred by You arising from Your use or processing of Client Data whether acquired from Us or not.

7. No Representations and Warranties

7.1. To the fullest extent permitted by law, and unless expressly set out to the contrary in these Terms:

7.1.1. all warranties and terms which would otherwise be implied by law, custom or usage are excluded from these Terms; and

7.1.2. all access to the Investec Developer Suite and the data thereon is made available to You on an "as is" and "as available" basis.

7.2. Investec makes no warranties, guarantees and/or assurances as to the availability, use case, value, fitness for purpose or support of the Investec Developer Suite nor that any data obtained via the Investec Developer Suite is accurate, complete or up-to-date.

7.3. By accessing and/or using the Investec Developer Suite, You hereby warrant and undertake that:

7.3.1. the access and use thereof is based on a legitimate and lawful purpose;

7.3.2. You are not concealing or disguising Your identity to Investec;

7.3.3. You will act in accordance with Clause 10: Acceptable Use;

7.3.4. You will immediately notify Investec and block and cease access to any unauthorised party or party using the Investec Developer Portal in an unlawful manner; and

7.3.5. You have obtained all necessary consents from Your own clients to authorise access to their data.

8. Access, Availability and Non-Reliance

8.1. We do not guarantee that the availability of, and access to, the Investec Developer Suite or any content accessible through it, will always be available or uninterrupted. Access to the Investec Developer Suite is permitted on a temporary basis and at our sole discretion.

8.2. We do not guarantee that the Investec Developer Portal or the Investec Developer Suite or any content accessible through or contained on there in, will be free from errors or omissions.

8.3. You are responsible for making all arrangements necessary for You to have access to the Investec Developer Suite.

8.4. You are also responsible for ensuring that all persons who access the Investec Developer Suite through Your internet connection, or otherwise on Your behalf, are aware of these Terms and that they comply with them.

9. Third parties and Third-Party API Solutions

9.1. The Investec Developer Suite may contain links to other websites and third-party API Solutions, which are not under our control. The links to other sites and third-party API solutions are for Your convenience and in respect of we do not accept any responsibility or liability for:

9.1.1. enabling You to access the links to other websites and third-party API Solutions;

9.1.2. for the contents of any other websites and third-party API Solutions,

9.1.3. for the security of any other websites and third-party API Solutions, or

9.1.4. for any consequence of Your acting upon the contents of such websites and third-party API Solutions

9.2. You agree to indemnify Us against any and all direct and/or indirect claim, loss, damage or cost incurred by You arising from Your use of or reliance on links to other websites and third-party API Solutions found in the Investec Developer Suite.

10. Acceptable Use

10.1. You must not, except to the extent expressly permitted under these Terms:

10.1.1. store or share anything that:

i. breaches the intellectual property rights of another person, such as copyright or trademark rights;

ii. is confidential or contains any trade secret; or

iii. is illegal, defamatory, threatening, abusive, obscene or otherwise objectionable;

10.1.2. make intentionally false or misleading statements;

10.1.3. violate the privacy or infringe the rights of others;

10.1.4. attempt to adapt, copy, modify, download, display, duplicate, create derivative works from, frame, mirror, display, republish, transmit, or distribute all or any portion of the Investec Developer Suite;

10.1.5. either in whole or in part, attempt to reverse engineer, reverse compile, decompile, disassemble, deconstruct, or otherwise reduce to human-perceivable form all or any part of the Investec Developer Suite;

10.1.6. Licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Investec Developer Suite available to any third party

10.1.7. misuse the Investec Developer Suite or use it in connection with any unlawful or criminal activity;

10.1.8. probe, scan, or test the vulnerability of the Investec Developer Suite, any other system under our control, or the network which houses the Investec Developer Suite;

10.1.9. breach or otherwise circumvent or attempt to circumvent any security or authentication measures used as part of the Investec Developer Suite;

10.1.10. access, tamper with, or use any areas of the Investec Developer Suite that You are not permitted to use;

10.1.11. interfere with or disrupt any user, host, or network connected with the Investec Developer Suite, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Investec Developer Suite;

10.1.12. access, search, or create a profile for any part of the Investec Developer Suite by any means other than our publicly supported interfaces (for example, by "scraping" or creating profile in bulk);

10.1.13. send altered, deceptive or false source-identifying information (for example, "spoofing" or "phishing").

11. Limitation of Liability

11.1. Notwithstanding anything to the contrary in these Terms, We will not be liable to You for any direct, indirect, special or consequential damages, including without limitation, loss of profit and loss of business opportunities, and any losses arising from:

11.1.1. Your use or inability to use the Investec Developer Portal and the Investec Developer Suite and; or

11.1.2. Your use of, or reliance on, any data accessed from the Investec Developer Suite. (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), whether arising from breach of contract, delict or otherwise, arising out of or in connection with these Terms, even if We have been advised of the possibility of such damages.

11.2. We will not be liable for any loss or damage caused by:

11.2.1. a virus, distributed denial-of-service attack, or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Investec Developer Portal and the Investec Developer Suite or to Your downloading of any data accessible through the Investec Developer Portal and the Investec developer Suite; and/or

11.2.2. the Investec Developer Portal or any part of the Investec Developer Suite being unavailable at any time or for any period.

11.3. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

11.4. Subject to the foregoing, our total aggregate liability, whether in contract, delict (including negligence and breach of statutory duty, howsoever arising), misrepresentation (whether negligent or innocent), restitution or otherwise, arising under or in connection with these Terms shall be limited to R 6000.00 (six thousand rand).

12. Indemnity

You acknowledge and accept that by accessing the Investec Developer Portal and the Investec Developer Suite and using the content, goods or services found within the Investec Developer Suite, You do so at Your own risk. You agree to indemnify Us against any direct and/or indirect claim, loss, damage or cost incurred by You as a result of Your use of the Investec Developer Suite or Your failure to comply with these terms.

13. Term and Termination

13.1. These terms are binding from the date that You accept these terms and will remain in force until terminated according to these Terms by You or by Us.

13.2. You may terminate Your use of the Investec Developer Suite at any time by ceasing to participate in, contribute to or use the Investec Developer Suite.

13.3. Investec may terminate these Terms and/or delete Your profile or suspend Your use of any part of the Investec Developer Suite or Investec Developer Portal in the following instances:

13.3.1. You fail, or we suspect that You have failed, to comply with any of the provisions of these Terms;

13.3.2. there has been more than 2 years of inactivity on the Investec Developer Suite;

13.3.3. Your profile is used by any third parties; or

13.3.4. You fail to share your contribution with an MIT Licence.

13.4. We will not be liable to You or any third party for any termination of Your profile.

13.5. We may restrict or terminate Your access to any offering or activity within the Developer Community at any time. We will provide You with reasons as to why such restriction or termination has come about.

14. Announcements

You may not make any announcement, media release, use and/or disclosure of Our name or use Our registered trademarks without Our prior written consent.

15. Intellectual Property Rights

15.1. You acknowledge and agree that all Intellectual Property owned by or licensed to Us or any other entity belonging to Us or affiliated with Us and made available to You by us vests and shall remain vested in Us or Our licensors or affiliates, as the case may be and You shall not have any claim to the whole of or any part of such Intellectual Property flowing from these Terms at any time and for any reason.

16. Good Faith

We each agree that we shall at all times display the utmost good faith in their dealings with each other in respect of these Terms and shall not do or cause to be done or fail to do anything which could bring the each other into disrepute.

17. Feedback

If You provide any ideas, suggestions, or recommendations on the Investec Developer Portal or the Investec Developer Suite regarding Our products, technologies or services ("Feedback"), We may use such Feedback and incorporate it in Our products, technologies, and services without paying any fees or royalties and without any other obligations or restrictions. If You do not want to grant Us the rights set out above, do not submit Your Contributions or Solutions on the Investec Developer Suite.

18. Viruses

18.1. We make every effort to ensure that the Investec Developer Portal and Investec Developer Suite are reviewed regularly for bugs and viruses however we do not guarantee that the Investec Developer Portal and the Investec Developer Suite will be free from bugs or viruses.

18.2. You are responsible for configuring Your information technology, computer programs and in order to access the Investec Developer Portal and the Investec Developer Suite. You should use Your own virus protection software.

19. Your Privacy

19.1. For information about Our data protection practices, please read Our Privacy Policy which You can find at http://www.investec.com/legal/privacy-policy.html. This policy explains how Investec treats Your personal information, and protects Your privacy when You share Your Personal information with Us.

19.2. You agree that We may process Your personal information in accordance with Our Privacy Policy.

20. Consent to use Your Likeness

20.1. During online demonstration sessions and meetings or physical events like dinners or socials we may record Your Likeness in the form of stills, video and/or audio. We may use these recordings on our website, social media and various platforms both online and in a tangible format for various reasons including marketing reasons. You therefore permanently grant Us the right to all use of all footage, photographs, sound recordings posted comments and information featuring Your Likeness which is recorded/shot as part of any meet-ups, demonstration sessions, chats or Your participation in any event in person or virtually related the Investec Developer Suite.

20.2. By accepting these Terms You consent to allowing Us to use Your Likeness on a royalty-free worldwide cost-free basis and You transfer to Investec, to the full extent permitted in law, any and all current and future intellectual property rights related to Your Likeness, which You may be entitled to.

20.3. You acknowledge and agree that the purposes of providing the content is for it to be used on Our content platforms hosted on Our website or any other Investec digital platforms, and for any further related publicity and promotions related to the Investec Developer Suite.

20.4. You hereby release and hold Us harmless from any liability of any nature whatsoever (whether foreseen or unforeseen and including any claims for defamation or invasion of privacy) resulting from any use of Your Likeness, including any changes or alterations made to Your Likeness.

21. Changes to the Investec APIs

21.1. We may modify, enhance, amend or replace the Investec Developer Suite, as a whole or in part, from time to time, and may change the content or services of the Investec Developer Suite at any time. We may add new features or discontinue existing features without any notice to You.

21.2. By continuing to use, and have access to, the Investec Developer Suite, You agree to accept any changes we make to them. If You do not agree with any changes we effect, please do not continue to use the Investec Developer Portal or the Investec APIs.

22. Changes to the Terms of Use

22.1 We may amend these Terms at any time and in any way. We will publish the amended Terms on https://developer.investec.com/. We undertake to provide you with reasonable prior notice of such material changes before they come into effect.

22.2 By continuing to access the Investec Developer Suite after we have notified you of the changes, you will be deemed to have accepted the amended Terms. If you do not agree with the amended Terms of Use, please do not continue to use the Investec Developer Suite.

23. Miscellaneous

23.1. You acknowledge and agree that these terms do not render either of us an agent, employee, servant, or legal representative of each other for any purpose whatsoever and neither of us are authorised to assume or create any obligations or responsibilities, whether express or implied, on behalf of each other unless either of us are authorised to do so in writing. You also agree that You will at no time represent Yourself as the employee of Ours.

23.2. These Terms constitute the entire agreement between us with respect to Your access to the Investec Developer Portal and the Investec Developer Suite, unless otherwise agreed in by Us in writing.

23.3. We may send You notices with respect to the Investec Developer Portal and/or the Investec Developer Suite by sending an email message to the email address listed in Your Profile or by a posting in the Investec Developer Portal. You consent to receive notices in this way and agree that any such notices that We send You electronically will satisfy any legal communication requirements.

23.4. No delay or failure to take action under these Terms will constitute a waiver unless expressly waived in writing, signed by a duly Our authorized representative.

23.5. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

23.6. You may not assign, transfer or permit the exercise by any other party of Your rights under the Terms. We may subcontract, assign or novate the Terms, or any of our rights, to any member of Investec or third party.

23.7. If You have any questions or comments, please email us on developercommunity@investec.co.za

23.8. These terms are governed by the Laws of South Africa.

Definitions

"Contribution" means any software, source code, object code, software proprietary to You, methodologies, modules, and tools which You have devised and developed and which You own and which may or may not be modularised and which contains specific functionality or remediation related offerings which, upon You sharing same with the developer community, is intended by You for the Community to use.

"Client Data" means data belonging to an Investec client and which data may include, but is not limited to client personal information, transactional and account information and API credentials and keys.

"Investec Developer Community" means the members of the Investec Developer Community, including Investec.

"Intellectual Property" means any software, patents, trademarks, service marks, registered designs, utility models, design rights, copyright (including in relation to photographs and films), database rights (including in relation to technical data, form guides and results), trade secrets and other confidential information, goodwill, knowhow (including as to processes and methods) and business or trade names (including internet domain names and e-mail address names) and all other intellectual and industrial property and rights of a similar or corresponding nature, whether registered or not or capable of registration or not, throughout the world and including the right to apply for and all applications for any of the foregoing rights and the right to sue for infringements of any of the foregoing rights

"Investec", "our", "we", or "us" means Investec Bank Limited, registered in South Africa under company number 1969/004763/06 with its registered office at 100 Grayston Drive, Sandown, Sandton, 2196 South Africa, and our Affiliates.

"Investec Developer Fora" means various online or in-person platforms where developers can engage, share knowledge, and collaborate. This includes but not limited to monthly meetups, community chats via Slack, access to community resources on GitHub, social events and participation in hackathons. These fora are designed to foster a collaborative environment for developers to connect, learn, and innovate.

"Investec Developer Portal" means our technology platform through which you can use and test the Investec APIs, request support in respect of the Investec APIs, join the Investec Developer Community and where you can contribute to and view Investec Developer Community data . The Investec Developer Portal can be accessed on our website here: https://developer.investec.com/.

"Investec Developer Suite" means the solutions, services or systems available on the Investec Developer Portal, including but not limited to the Investec API documentation, support in respect of the Investec APIs, the Developer Community, Third Party API Solutions ( which may include account information service and payment initiation services)

"My Likeness" means any cut-downs, variations, stills (complete or in parts) and all use of my image, name, voice, personal experience, incidents, situations and events (in whole or in part) acquired in relation to the Investec Developer Portal and Investec Developer Suite.

"Solution" means your system and/or services which integrates with the Investec APIs.

"You" means a user of the Investec developer Portal and the Investec Developer Suite