THIS AGREEMENT IS A BINDING LEGAL DOCUMENT BETWEEN US AND YOU GOVERNING THE USE OF OUR WEBSITE AND OUR SERVICES.
YOUR RIGHT TO ACCESS OUR WEBSITE OR TO USE OUR SERVICES IS CONDITIONAL UPON YOU ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT.
You agree to the terms and conditions of this agreement by:
If you do not agree with the terms and conditions of this agreement:
If you agree with, and accept, the terms and conditions of this agreement, your use of our services demonstrates your continuing acceptance of this agreement.
This agreement is effective between you and us as of the date of your accepting this agreement, being the date:
This agreement was last updated on 12 january 2019.
The following definitions apply where used in this Agreement unless the context requires otherwise:
Account means an account created by You when registering Your details with Us for the purpose of using Our Services.
Agreement means this document and any annexures or schedules attached to it.
Approved SMSF Auditor has the same meaning as in the SIS Act.
ASIC means the independent Australian government body known as the Australian Securities and Investments Commission that acts as Australia’s corporate regulator and enforces company and financial services laws to protect Australian consumers, investors and creditors.
Associated Entity has the meaning given to that term in the Corporations Act 2001 (Cth).
Business Day means any day excluding Saturdays, Sundays and public holidays declared in New South Wales.
Cloudoffis File means One Audit Job Per Financial Year or One SMSF Sorted Client Per Financial Year.
Content means information obtained by Us from publicly available sources or third-party content providers and made available to You through the Services.
Effective Date means the date of Your acceptance of this Agreement.
GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
GST Law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and words and expressions defined in the GST Law have the same meaning in clauses concerning GST.
Intellectual Property Rights means all rights pertaining, but not limited, to trademarks, service marks, logos, patents, copyrights, processes know-how, registered designs, text, graphics, photos or web-interactive features or other like rights or any rights to apply for registration of any of the former under Australian Laws or foreign Laws and international conventions.
Laws means and includes the provisions of any statutes, acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any:
Registered SMSF Auditor means an Approved SMSF Auditor who is registered by ASIC as an Approved SMSF Auditor.
Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).
Services means the services that are ordered by You under a Subscription Plan chosen by You and made available to You online by Us through Our Website and include Our cloud-based software enabling You:
SIS Act means the Superannuation Industry (Supervision) Act 1993 and corresponding regulations.
SMSF means self-managed superannuation fund as defined in the SIS Act.
SMSF Audit means the auditing of an SMSF, in accordance with the regulatory requirements and standards imposed by the SIS Act.
Subscription Order means a hard-copy ordering document or online order entered between You and Us specifying the Services to be provided by Us to You under Your chosen Subscription Plan.
Subscription Plan means the plan selected by You when registering with Us online or when executing a Subscription Order entitling You to specific features and options of the Services including access to a minimum number of Cloudoffis Files.
Subscription Term means the period which the customer agrees to while subscribing to a plan.
Support Policy means Our policy relating to Our support to You in providing Our Services to You as updated or modified from time to time.
Professional Task means any professional task, other than an SMSF Audit, provided by You to Your clients through Our Website under a Subscription Plan using Our cloud-based software.
Terms of Service means the terms of this Agreement as updated or modified from time to time.
Third Party Services means any services (including software programs), facilities or information (including purchased information) provided by external parties to Us or to You which are necessary or recommended by Us to enable You to properly conduct SMSF Audits using Our Website and Services.
User means an individual or entity authorized by You to use the Services, in accordance with Your Subscription Plan, that has been supplied with user identification and password by You (or by Us at Your request) and includes but is not limited to Your employees, consultants, contractors, agents or third parties with which You transact business.
We, Us or Our means GetOnCloud Pty Ltd T/as Cloudoffis Australia ACN 601 942 698.
Website means Our website, www.cloudoffis.com.au, accessed via the internet, mobile telephone or other device or any other website through which We make Our Services available.
You or Your means;
Your Data means any data, information, documentation or material (electronic or otherwise) submitted by You, or for You, to the Services or in relation to the Services.
In this Agreement, unless the contrary intention appears:
4. Support Policy
Our Support Policy:
lists provisions about Our general support to You; and
can be found on our website.
5. Compliance and disclosure
6. Third-Party Owned Facilities
7. Modification of terms
8. Grant of licence and access
9. Access to Our Services
10. Licence restrictions
10.1 Prohibited material
10.2 Copy restrictions
10.3 Prohibited actions
10.4 Breach of this clause leads to immediate termination
11. Intellectual Property Rights
You agree and acknowledge that:
12.1 Your Data
13.1 Your Account
14.1 Subscription Plan and fees
14.3 Billing policy
You agree to pay for all upgrades to Your Subscription Plan.
If You upgrade Your Subscription Plan, We will automatically charge Your bank account or credit card with the new fees on Your next billing cycle.
If You upgrade Your Subscription Plan in the middle of a billing cycle, a pro-rated amount for the upgrade will be assessed and payable immediately.
14.5 Additional fees and taxes
We are not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, currency exchange fees or other fees payable by You as a result of Us invoicing You.
You agree that You are responsible for paying all taxes, including GST, imposed by federal, state or local governmental entities on the transactions contemplated by this Agreement.
When We have the legal obligation to pay or collect taxes for which You are responsible, including GST, the appropriate amount will be invoiced and paid by You unless You provide Us with a valid tax exemption certificate authorized by the appropriate tax authority.
14.6 Automatic renewal/increased fees
If You continue to use the Services beyond the expiry of the Subscription Term, Your Subscription Plan will renew automatically unless You notify Us otherwise in writing at least thirty (30) prior to the expiry of the Subscription Term.
During the renewed term of Your Subscription Plan, We have the right to change the fees charged to You.
14.7 Non-payment and suspension
All payments by You must be made in advance of receiving Our Services.
If We do not receive payment of fees, in full, for Our Services within three (3) Business Days of processing Your bank account or credit card, We retain the right, without notice, to suspend or terminate all Services under this Agreement.
14.8 Late payment fees and collection costs
15.1 Term of Agreement
This Agreement commences on the Effective Date and continues until the expiration or termination of Your Subscription Plan.
The Subscription Term will automatically renew for an additional term of one (1) year unless You give Us written notice of non-renewal at least thirty (30) days before the expiry of the Subscription Term.
15.2 Termination or cancellation by Us
15.3 Termination by You
15.4 Expiry of Subscription Term
16.1 Our representations and warranties
16.2 Your representations and warranties
By accessing, registering for, using, or downloading Our Services You agree to indemnify Us, defend Us and hold Us harmless including Our Related Bodies Corporate, Associated Entities, officers, employees, agents, successors, assigns, suppliers, or licensors from any liability, loss, claim and expense (including legal costs) related to:
18.1 Disclaimer of consequential damages
18.2 Cap on damages
If any Laws do not allow the limitations of liability specified in this Agreement then such limitations of liability shall apply to the maximum extent permitted by Law and Our liability shall be limited or excluded as permitted under mandatory applicable Law.
You acknowledge and agree that no joint venture, partnership, employment or agency relationship is intended or created between You and Us under the terms of this Agreement.
25.1 Entire agreement
This Agreement constitutes the entire agreement between You and Us and governs Your use of Our Services, superseding any prior agreements between You and Us for the use of Our Services.
You agree that You may be subject to additional terms and conditions, rules, regulations, and applicable Laws that may apply when You use Our Website and Services.
25.2 Choice of law and jurisdiction
The terms of this Agreement and the relationship between You and Us are governed by the laws of the State of New South Wales.
You and We agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New South Wales.
25.3 Location and data transfers
Our Services and the servers that make Our Services available may not be located in the country where You live and are governed by Australian Laws.
By using Our Services, You agree to the transfer, collection, processing, storage and use of Your Data by Us in any location.
We may assign or transfer (whether by merger, reorganization, consolidation, intellectual property, or otherwise) this Agreement or any obligation incurred under this Agreement.
We may assign this Agreement without Your consent to a Related Body Corporate or Associated Entity that currently exists or that may be created in the future.
25.5 Waiver and severability
If any provision of this Agreement is illegal or unenforceable, that provision is severed from this Agreement and the other provisions remain in force.
If We do not enforce any right or provision in this Agreement, it does not create a waiver of those rights of provisions unless they are acknowledged or agreed by Us in writing.