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:
(a) Clicking A Box Indicating Your Acceptance Of This Agreement When Registering Online With Us; Or
(b) Executing A Subscription Order Referring To This Agreement.
If You Do Not Agree With The Terms And Conditions Of This Agreement:
(a) You Do Not Have The Right To Access Our Website Or Use Our Services; And
(b) You Must Not Access Our Websites Or Download Or Use Our Services.
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:
(a) You Clicked A Box Indicating Your Acceptance Of This Agreement When Registering Online With Us; Or
(b) You Executed A Subscription Order Referring To This Agreement.
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.
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:
(a) Australian Commonwealth, state and local government departments, bodies, and public authorities or other authority; or
(b) foreign laws and international conventions.
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
(a) to perform, automate and provide SMSF Audits for, and on behalf of, Your clients; and/or
(b) to perform, automate and provide Professional Tasks for, and on behalf of, Your clients.
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 File.
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 authorised 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;
(a) if an individual is accepting this Agreement, such individual; or
(b) if an individual is accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which the individual is accepting this Agreement, and Related Bodies Corporate and Associated Entities of that company or entity.
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
5. Compliance and disclosure
2. By accessing Our Websites and using Our Services, You acknowledge and agree that:
6. Third-Party Owned Facilities
2. You agree and acknowledge that:
3. BY USING OUR WEBSITE AND SERVICES, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU SPECIFICALLY RELEASE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF, OR INTERACTION WITH, ANY 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
You must not, and must not allow any third-party, including Your Users, to use the Services or Website to display, store, process or transmit or permit use of the Services or Website to display, store, process or transmit:
10.2 Copy restrictions
You agree not to infringe Our Intellectual Property Rights and to the extent permitted by applicable Laws, You agree not to:
10.3 Prohibited actions
You must not use Our Services or Website to, nor allow Your Users or any third‐party to use Our Services or Website to generate or facilitate unsolicited commercial email (spam), including but not limited to:
You must not use Our Services or Website to, nor allow Your Users or any third‐party to use Our Services or Website to, carry out any of the following activities:
10.4 Breach of this clause leads to immediate termination
You agree and acknowledge that if You breach any of the conditions specified in this clause 10, We may immediately:
Your obligations under this clause 10 will survive termination or expiry of this Agreement.
11. Intellectual Property Rights
You agree and acknowledge that:
12.1 Your Data
You agree and acknowledge that:
You further agree and acknowledge that We are not responsible for:
You agree that We have the right to:
13.1 Your Account
14.1 Subscription Plan and fees
We calculate and invoice the fees payable by You in advance monthly in accordance with Your chosen Subscription Plan as specified in the Subscription Order or with any changes made to Your Subscription Plan.
You acknowledge and agree that:
We do not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserve the right to change the fees for, or the features and options of, a particular Subscription Plan at anytime.
When purchasing a Subscription Plan, You:
We do not accept personal cheques, cash, or other monetary consideration in exchange for Our Services.
By Registering Online Or By Executing A Subscription Order For A Subscription Plan, You Authorise Us Or Our Agent To Charge Your Bank Account Or Credit Card On A Recurring Monthly Basis (‘Authorisation’) For:
The Authorisation continues through the applicable Subscription Term and any renewed term until the Termination of this Agreement.
If You incur additional fees in connection with the Services, We will charge You in the payment period directly following the month where the additional fees were accumulated.
14.3 Billing policy
14.5 Additional fees and taxes
14.6 Automatic renewal/increased fees
14.7 Non-payment and suspension
14.8 Late payment fees and collection costs
We may accept payment in any amount without prejudice to Our right to recover the balance of the amount due or to pursue any other right or remedy.
15.1 Term of Agreement
15.2 Termination or cancellation by Us
You agree that We have the right, at Our sole discretion, to terminate Your Subscription Plan or Your use of the Services and may withhold, remove and/or delete Your Data without notice if:
A breach of this Agreement includes, but is not limited to, Your non-payment of fees and Your failure to abide by the terms and conditions of this Agreement.
If We terminate Your Subscription Plan:
You acknowledge and agree that if We terminate Your Subscription Plan:
15.3 Termination by You
You will be responsible for backing up your data.
You acknowledge and agree that if You terminate Your Subscription Plan:
15.4 Expiry of Subscription Term
If Your Subscription Plan expires without being renewed:
You acknowledge and agree that if Your Subscription Plan expires without being renewed:
16.1 Our representations and warranties
We represent and warrant that in providing the Services to You under this Agreement:
We do not represent or warrant that We are:
16.2 Your representations and warranties
By registering for and using Our Services:
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
Notwithstanding Anything To The Contrary Contained In This Agreement, We And Our Related Bodies Corporate, Associated Entities, Officers, Employees, Agents, Directors, Successors, Assigns, Suppliers Or Licensors Will Not, Under Any Circumstances, Be Liable To You For Any Consequential, Incidental, Special, Cover, Punitive Or Exemplary Damages Arising Out Of Or Related To The Transactions Contemplated Under This Agreement, Including, But Not Limited To, Goodwill, Work Stoppage, Lost Profits Or Loss Of Business, Even If Apprised Of The Likelihood Of Such Losses, And Whether Such Claims Are Made Based On Contract, Tort (Including Negligence), Or Any Other Legal Remedy.
To The Fullest Extent Permitted By Applicable Law, In No Event Shall We Or Our Related Bodies Corporate, Associated Entities, Officers, Employees, Agents, Directors, Successors, Assigns, Suppliers Or Licensors Be Liable To You For Any Direct, Indirect, Incidental, Special, Punitive, Or Consequential Damages Whatsoever Resulting From Any Of The Following:
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
25.2 Choice of law and jurisdiction
25.3 Location and data transfers
25.5 Waiver and severability