1 Integrations
For each Integration Party:
(a) the Integration Services includes the development, configuration, provision, maintenance, security and use of, and technical support for, the API, the APIs interfacing with the Services, and the delivery, installation, provision, configuration, maintenance and security of, and technical support for, the Integration Services;
(b) for allowing the integration, Sine may charge (and the Client is liable for) such additional fees for the integration notified by Sine to the Client prior to allowing the integration. Such fees form part of the Fees payable by the Client under, and on the terms of, this Agreement;
(c) the Client:
(i) must enter into its own agreement (and/ or terms of use) with the Integration Party in relation to the Integration Services (the “Integration Party Agreement”) and the Integration Services will be the responsibility of the Integration Party and not Sine;
(ii) must not modify or change any of the system settings that may alter the design of the Services, the Integration Services or the integration and must not modify any supplied IT and / or network infrastructure for the Services and the Integration Services including any cloud server where services are hosted or any onsite 4G wireless (or other) modems;
(d) Sine:
(i) is not a party to the Integration Party Agreement, is not required to provide, and is not responsible or liable for, the Integration Services, is not required to address or remedy any fault with the Integration Services and is not responsible for the billing or collection of any fees payable by the Client to the Integration Party for the Integration Services (or any amounts owed to the Client by the Integration Party); and
(ii) is not liable for any direct, indirect, incidental, special, consequential or exemplary loss or damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Sine has been advised of the possibility of such damages), resulting from:
(A) any act or omission of the Integration Party;
(B) any change in, fault, interruption or any other issue with the Integration Services or the use of, or the inability to use, the Integration Services;
(C) any consequence, fault, interruption or any other issue arising with the Services that is a result of, or contributed to by, the Integration Services or the integration;
(D) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Integration Services;
(E) statements or conduct of the Integration Party or any third party regarding the Services, the Integration Services or their integration;
(F) the Integration Party Agreement or any other agreement or terms of use between the Client and the Integration Party (or any breach or termination of the Integration Party Agreement or such other agreement or terms of use);
(G) any unauthorised access to or use of any cabinets, keys, access controls, or other hardware, software or equipment provided as part of the Integration Services or any loss, theft or damage to any cabinets, keys, access controls or other hardware, software or equipment provided as part of the Integration Services;
(H) any unauthorised or inadvertent access granted to a site (or part thereof) as a consequence of any act or omission (including user error) of the Client, a User, or third party, or any data, details, lists (including team collaborator lists, invite lists), authorisations or other information provided to Sine, or otherwise inputted, by the Client, hosts, a User, or any third party on behalf the same; or
(I) any other matter relating to the Integration Services;
(e) nothing contained or implied in this Agreement, in the making or performance of its terms, or in relation to the arrangements between Sine, the Integration Party and the Client shall constitute Sine the partner or agent of the Integration Party (or vice versa), will create or constitute, or be deemed to create or constitute, a partnership between the Sine and Integration Party for the purposes of any Partnership Act, the Income Tax Assessment Acts or any other law of any jurisdiction and no trusteeship shall be implied as between Sine and Integration Party. The Integration Party is not in any way an agent, employee, director, related body corporate, trustee or partner of the Sine and the Integration Party does not have authority to bind, or purport to bind, Sine or to act for, or to incur any obligation or assume any responsibility or liability on behalf of, Sine; and
(f) if the Integration Party Agreement is terminated, or the Integration Party otherwise ceases or is unable to provide the Integration Services to the Client, any obligations on (but not rights of) Sine under this Agreement in respect of the Integration Services, the Integration Party and the integration also ceases.
2 Integration Parties
Integration Parties include, but are not limited to:
(a) GreenCap (CM3 and GoInduct) - Greencap Pty Ltd A.C.N. 006 318 010 - https://www.greencap.com.au/
(b) Kineo - Interact Learning Pty Ltd A.C.N. 095 674 285 & Flexible Learning Network Limited - https://au.kineo.com/our-solutions/contractor-management
(c) Browz - Browz LLC (a company incorporated in the USA) and its related subsidiaries - https://www.browz.com/en/products/
(d) KeyWatcher - Australian Security Technology Pty Ltd A.C.N. 002 952 936 - https://www.astpl.com.au/
(e) Corevision (Knight Frank) - Knight Frank Australia Pty Ltd A.C.N. 004 973 684 and its related bodies corporate and Core Vision Pty Ltd A.C.N. 094 542 971 - http://www.corevision.com.au/
(f) Reach - Digital Forge Ltd (a company registered in England & Wales) - https://www.digital-forge.co.uk/#reach
(g) ProCore - Procore Technologies, Inc (a company incorporated in the USA) and its related affiliates and subsidiaries - https://support.procore.com/integrations
(h) iPro - Xperior Group Pty Ltd A.C.N. 160 608 195 and its related entities - https://www.ipro.net/
3 Further terms and conditions applying to a specific Integration Party
3.1 KeyWatcher – Australian Security Technology Pty Ltd A.C.N. 002 952 936
For an integration with this Integration Party:
(a) as part of the Services, Sine will:
(i) set up the agreed Client sites for the Services with appropriate visitor types to map against required key sets, taken from a list provided by the Client;
(ii) liaise with the Client as to the Sine Invites List (the “Invite List”) of approved entrants; and
(iii) if requested by the Client, set up and/ or assist in the administration of the Invite List; however, such additional service will be charged to the Client (and the Client must pay for the same) at the rate(s) notified by Sine to the Client prior to the provision of the additional services; and
(b) the Client:
(i) must engage the Integration Party, as part of the Integration Services, to:
(A) make technicians available to visit a site and provide the relevant support mechanisms through either an ad-hoc service or via the Integration Party Agreement;
(B) only go live with KeyWatcher on a site, once both Sine and Integration Party have confirmed in writing that the system should go live and only after prior integration testing and the set-up of the Sine invites;
(C) setup the initial KeyWatcher database(s) with the assistance of Sine and the Client;
(D) initiate the interface between the Services and Integration Services including creating a marriage between KeyWatcher profiles and Sine visitor types;
(E) provide the Client with a web portal where the status of KeyWatcher(s) can be viewed and monitored. Reports may be generated from this portal and general database management will allow the Client limited administration access to change the name(s) of SmartKeys, add/ modify/ delete user access and modify only access to user profiles and key groups;
(F) be responsible for the SMS generation and cost to the Client and Users associated with the Services and the Integration Services as per the Integration Party’s fair use policy (which cost may be passed on to the Client by the Integration Party); and
(G) provide the Client with an override key which may be the default ‘Medeco’ standard key supplied by the Integration Party or keyed alike to the Client’s master keying system whereby the Client will have access to manually extract keys from the KeyWatcher cabinet in the rare case of an emergency;
(ii) must set up, maintain, edit and administer the Invites List for all authorized entrants to access the keys and the Sine Team Collaborator List (the “Team Collaborator List”) of the Client’s personnel that may have access to site settings and Invite List settings at each site;
(iii) is solely responsible for the contents of the entrant list on the Invite List and the contents of the Team Collaborator List and neither Sine nor the Integration Party shall be in anyway responsible for the contents or accuracy of the Invite List or the Team Collaborator List; and
(iv) must provide the Integration Party with the information on the sets of keys allocated to SmartKeys in the KeyWatcher along with the allocation of key sets to profile/ visitor types.
