General

1These Terms and Conditions (“Terms”) govern your engagement with Cloudoffis Pty Ltd ACN 614 069 859 (“Cloudoffis”) and use of our software and by accepting our Services you agree that the Terms form a binding contractual agreement between you and Cloudoffis.
2Please contact us with any questions before you use our Services including the Software. You can contact us on sales@cloudoffis.com.au.
3By using our Services in accordance with these Terms you acknowledge and agree that you have read and understood the Terms and you agree to be bound by them.

Definitions

4In these Terms:

(a)“Agreement” consists of the order form, the policies on the Software and the Terms.
(b)“Client” means a client using our Services which includes employees, agents and representatives of the client.
(c)“GST” means the goods and services tax payable pursuant to the GST Act.
(d)“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the regulations thereunder.
(e)“Invoice” means a Tax Invoice if GST applies to the items in the invoice, otherwise a non-Tax Invoice.
(f)“Software” means all of the online resources provided in association with the provision of the Services via our website, including the ability to upload Client’s data and documents and view records, regardless of how those websites are accessed by users (including via the internet, mobile phone or any other device).
(g)“Related Body Corporate” has the meaning given in the Corporations Act 2001 (Cth)
(h)“Services” means all the services offered by us, including but not limited to a licence to use our online cloud-based audit processing for self-managed superannuation fund managers.
(i)“Tax Invoice” means an invoice that complies with the GST Act.
(j)“we” or “our” or “us” means Cloudoffis and/or its Related Body Corporates.
(k)“you” or “your” means the Client.

Services

5If a Client uses the Services on behalf of its own clients, the Client agrees that it is its responsibility to review the output from the Software and provide us with any questions regarding the output. The Client is fully responsible on behalf of its clients for giving final approval on all audits completed on the Software. The quality of the Services is dependent on the quality and accuracy of information and data provided to us. The Services may not be able to be completed without all required information. The range of Services and functionality available on the Software are set out on our website at www.cloudoffis.com.au. The range of Services may be updated from time to time without notice.
6We are not financial planners and do not have an AFSL. The Client is responsible for reviewing and signing off on all documentation provided to their clients in respect of SMSF audit services.

Fees and Payments

7Our Service subscription fees are outlined on our website or otherwise advised to you in writing. Our subscription fees are inclusive of GST. Subscription fees are in Australian Dollars ($AUD) only. In addition to the subscription fee the Client is responsible for all relevant disbursements. The subscription rates for the Services may vary from time to time.
8Payments for subscriptions are made by direct debit from the Client’s credit card or bank account through our or third party secure online payment gateway or by Electronic Funds Transfer from an Australian Bank account for annual payment only. A Tax Invoice will be issued in accordance with the fees payable and your subscription. If a direct debit payment is dishonoured you will be required to reimburse us for any dishonour fees and outstanding subscription fees as well as costs incurred by us in pursuing you for those amounts. If we experience three (3) dishonored direct debits, then we reserve the right to terminate your subscription. Clients agree that subscription fees expenses for the Services will be deducted using direct debit or credit card payments. We will keep all information pertaining to your nominated account at the financial institution, private and confidential. Credit card details or bank account details of all Clients may be retained by the payment gateway used by us to process payments.
9If a monthly repayment plan is entered into for the payment of the subscription fees the Client must pay the agreed monthly amount by instalments through our secure online payment gateway due each month commencing on after the date the Services were ordered and continuing on the 1st business day of each month.
10In addition to and without prejudice to any other rights or remedies that we have, interest shall apply to any payments not made on time at the rate of 10% per annum calculated daily.

Third Party Functionality, Websites And Activities

11We provide functionality for integration with third party companies that provide document lodgement and other services. When you use the third party functionality provided on the Software, you acknowledge that we provide integration only as a feature and we do not have any responsibility for transactions between you and the relevant third party, or for any problems or delay caused by outages of the third party’s servers or connectivity. We use third party software security providers such as Amazon and are not responsible for any loss or damage caused due to a fault on behalf of Amazon or any third party security provider.

Details

12You warrant that you have provided us with accurate, complete and up-to- date registration information, as requested. It is your responsibility to inform us of any changes to your registration information. We will treat your personal information strictly in accordance with our Privacy Policy. You must not impersonate or create a login to our Software for any person other than yourself. We may at any time request a form of identification to verify your identity. You must ensure the security and confidentiality of your login details, including any username and/or password assigned to you. You are wholly responsible for all activities which occur under your details (including unauthorised use of your credit card).You must notify us immediately if you become aware of any unauthorised use of your login details. You must not permit your login details to be used by or transferred to any other person. If you think that your login details have been compromised or the Software has been accessed or used by another person in breach of these Terms, please email us at support@cloudoffis.com.au.
13As a condition of your use of the Software you agree that you will not:

(a)bypass measures used to prevent or restrict access to the Software.
(b)use the Software in breach of any applicable laws or regulations;
(c)use the Software (or material obtained from the Software) for any unlawful purpose;
(d)use the Software to upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) any material that contains viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware;
(e)interfere with, disrupt, or create an undue burden on the Software;
(f)frame or mirror any part of the Software without our prior written authorisation;
(g)except to the extent permitted by law, modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Software or cause any other person to do so; or
(h)delete any attributions or legal or proprietary notices on the Software except with our prior consent.

Access to the Software

14While we use reasonable endeavours to ensure that the Software is available continuously, we do not make any representations or warranties that your access will be uninterrupted, timely, secure or error free. Access to the Software may be suspended without notice in the case of system failure, maintenance of the Software or repair or any reason beyond our control. Except as expressly provided otherwise in the Terms, we reserve the right to change or discontinue any website, feature or Service (or part thereof) on the Software at anytime. We do not warrant that we will continue to make the Software available generally or at all and reserve the right at any time to change any material appearing on the Software. The right is reserved to alter the Software at any time, even if it changes the equipment needed to access or use the Software or any part of it.

Ownership of Data

15Any documentation which we are engaged to prepare via the Software, together with any other original documents or data uploaded to our Servers via the Software shall remain your property (or where applicable, your clients’ property). However, we reserve the right to make a reasonable number of copies (including electronic copies) for our records and job purposes, and to comply with our professional and statutory record keeping obligations. Once subscription expires, we are entitled to retain all documents of which we are in our possession until payment is made of all outstanding fees payable to us.

Intellectual Property

16Nothing in these Terms constitutes a transfer of any intellectual property rights. We own all intellectual property rights to the material on our website including the Software used to upload data and documents. The material on our website is protected by copyright under the Copyright Act 1968(CWTH) in Australia and, through international treaties, in other countries. Content displayed on or via the Software is protected, pursuant to copyright laws and international conventions. You agree not to copy, distribute or modify content from the Software without our express written consent. You may not disassemble, decompile, reverse engineer or otherwise attempt to discover any source code contained in the Software. Without limiting the foregoing, you agree not to reproduce, copy, sell, resell, or exploit for any purposes any aspect of the Software (other than your own content).

Related Entities

17These Terms will also be applicable to any Related Body Corporate of any Client if you request us to perform work for those entities. Fees will be charged in accordance with the rates set out on our website at www.cloudoffis.com.au and amended from time to time.

Limitation of Liability

18To the full extent permitted by law, we exclude all liability in respect of loss of data, interruption of business or any consequential, direct, indirect or incidental damages.
19These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option:

(a)the supply of the services again free of charge; or
(b)reimbursement of the subscription fee paid by you for the service.
20We cannot guarantee continuous, error-free or secure access to our services or that defects in the service will be corrected. While we will use reasonable efforts to maintain an uninterrupted service, we cannot guarantee this and we do not give any promises or warranties (whether express or implied) about the availability of the Services. Accordingly, to the extent legally permitted, we disclaim all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute. We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising from your use of the Software, even if you advise us or we could reasonably foresee the possibility of any such damage occurring.
21In no circumstances will we be liable to you for any indirect, incidental, special and/or consequential losses or damages (including loss of profits, revenue, production, goodwill, data or opportunity) of whatever nature howsoever arising in connection with the Software and/or the Services.

Indemnity

22To the fullest extent permitted by law, you hereby indemnify and hold harmless and keep indemnified and held harmless, us and our officers, employees, contractors and agents against all loss, costs, damages, expenses (including legal costs and disbursements on a full indemnity basis), claims, demands, suits, actions and proceedings suffered, paid or incurred by us, our officers, employees, contractors or agents resulting from or arising out of any act, error, omission, negligence, misuse, default or breach, including use of the Services, the Software and the breach of this Agreement or any statutory or regulatory provision or the rights of any third party, by you or any of your employees, contractors, agents or any other persons authorised by you.

Personal Information

23By using our Services, including the use of the Software, you agree to the collection, transfer, storage and use of your personal information by the Software and us on servers. You also agree to receive marketing communications from us unless you tell us otherwise.

Term

24The term of your subscription is 12 months from the date software licenses are made available to you unless otherwise agreed to by the parties in writing. Once the term expires you will be required to pay another subscription fee if you continue to require our Services. If you do not use all our Services during the term then you will need to pay another subscription fee which will provide you with a further term. If you do not use our Services during the term you are not entitled to a refund of your subscription fees. For clarity, when the term expires you will have access to all your audits and you agree that all unused files will be lost unless you renew the subscription for a further term.
25If you breach this Agreement and fail to rectify such breach within seven (7) days of notice from us of such breach, we may terminate your access to the Software without further notice. If we terminate your access in accordance with this clause you forfeit all fees paid to us as liquidated damages.

GST

26Unless stated to be otherwise, charges referred to for any goods or services supplied (or offered for supply) for the Services are stated inclusive of GST. Where GST applies to any supply made to you, we will deduct the applicable GST and issue you with a Tax Invoice.

Severability

27If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

No Wavier

28If we do not enforce any particular provision, we are not waiving our right to do so later.

Applicable Law

29These Terms shall be construed in accordance with and governed by the laws of New South Wales, Australia. You consent to the exclusive jurisdiction of the courts in New South Wales, Australia to determine any matter or dispute which arises under the Terms and/or the Service.

Resolution of Disputes

30Should a dispute arise between you and us, we strongly encourage you to contact us directly to seek a resolution on sales@cloudoffis.com.au. Any reasonable requests will be considered and we will attempt to resolve the dispute. If there is a dispute about these Terms and/or the Services that cannot be resolved between us, you agree that we will seek the assistance of an arbitrator appointed by an appropriate authority in order to resolve the dispute. The costs of resolving any dispute by arbitration will be borne by both parties equally.

Whole Agreement

31This Agreement constitutes the entire agreement between us and you, superseding any prior agreements.