Cloudoffis General Terms
2. Service Agreements
3. Charges and payment
4. Billing Disputes
You may only dispute a Charge:
5. Price variations
We may vary our Charges:
on 30 days’ notice – where any Minimum Term has expired;
during a Minimum Term – on 30 days’ notice, subject to you being entitled to terminate the Service Agreement within 14 days after being given notice.
6. Term of Service Agreements
A Service Agreement:
starts on its Service Commencement Date;
continues for any Minimum Term; and
may be terminated by either Party at the end of a Minimum Term, provided 7 days prior written notice has first been given – unless terminated earlier under its express terms.
7. Service commencement
We will commence delivery of a Service on or within a reasonable time after the last of:
the date specified in a Service Agreement;
You must promptly obtain any third-party consents necessary for us to provide Services, for example to allow us access to a data centre to install software.
Each Party authorises its Representative to do anything with respect to a Service Agreement that the Party itself could do, and authorises the other Party to deal with its Representative as its fully authorised, non-exclusive agent.
A Party is deemed to know anything that its Representative knows.
A Party may replace its Representative by notice to the other.
10. Service Standards and Support
11. Service suspensions
We may suspend a Service in whole or part:
12. Other obligations
13. Early Termination – Us
We may terminate a Service Agreement by notice if:
it ceases to be feasible to provide a Service (in which case we will endeavour to provide you with reasonable notice);
we are required to do so by Law or an Authority;
you fail to pay money within 14 days of it being due;
you are in Default of a term of a Service Agreement;
you cease carrying on business; or
we give you 90 days written notice to terminate at will.
We may also terminate a Service Agreement, and invoice an Early Termination Charge, if you:
fail to remedy a Default within 7 days (after receiving written notice of Default); or
undergo a Change of Control or purport to assign interest in a Service Agreement without our written consent.
14. Early Termination – You
You may terminate a Service Agreement by notice if we fail to remedy a Default within 28 days (after receiving written notice of Default).
15. No representations
warrant that, in entering a Service Agreement, you have not relied on any information, representation or promise that is not either expressly set out in the Service Agreement or is implied by Law;
warrant that you have all approvals and registrations required in order to use our Services.
indemnify us against a breach of any warrant under these General Terms.
Each party must keep the other’s Confidential Information confidential except for disclosures:
to its staff, contractors and professional advisers to the extent they reasonably need to know it;
authorised by a Service Agreement; or
required by Law –
provided that a disclosing Party takes all reasonable steps to ensure that the disclosee maintains the confidentiality of the disclosed information. To avoid any doubt, Confidential Information includes our pricing and the other terms of a Service Agreement.
You authorise us to:
18. Out of pocket expenses
You must pay (and must not set off or deduct from our fees) all bank fees incurred in making payments to us under a Service Agreement.
You must pay all out of pocket expenses that we incur in providing services to you, provided that we first obtain your written consent, unless a Service Agreement authorizes us otherwise.
21. Intellectual Property
22. Third Party Services
23. Trial Services and Collaborative Portals
26. Obligations after termination of Service Agreement
When a Service Agreement ends for any reason:
we may Invoice Charges not previously Invoiced;
you must pay all Invoices by their due date/s;
accrued rights and obligations survive;
Surviving Clauses including clauses 3, 12, 16, 17, 18, 20, 21, 22, 24, 25, 35, and 36 survive –
and otherwise the Service Agreement is at an end for all purposes.
We may send notices to you by Electronic Messaging.
Otherwise, any notice or consent to be given under a Service Agreement must be in writing addressed to the relevant Party at its Contact Address.
We are an independent contractor and these General Terms or any Service Agreement does not create a partnership, joint venture or agency. No Party may enter any agreement or make any representation on behalf of another.
29. Entire Agreement
The documents that make up a Service Agreement in clause 2 are the entire agreement of the Parties with respect to its subject matter and supersedes and excludes all previous agreements, understandings, commitments, representations and warranties, whether written or verbal.
Subject to clause 5, a Service Agreement may only be varied by writing executed by both Parties.
Subject to Clause 31(b) neither party may assign or novate a Service Agreement without the prior written consent of the other Party, such consent will not to be unreasonably withheld.
We may assign or novate a Service Agreement without your prior written consent where we sell or restructure any part of our business or shares.
32. No waiver
A Party that delays exercise of or partially exercises a right does not waive it.
33. Force Majeure
We are excused from our obligations under the Service Agreement to the extent that a Force Majeure prevents or hinders us.
We may delegate our roles and responsibilities to an agent or subcontractor but are liable for their performance as if there was no delegation.
35. Reading down
A term that is invalid, illegal or unenforceable shall be read down, to the point of severance if necessary.
36. Governing law and courts
A Service Agreement is subject to and must be interpreted under the law of the exclusive jurisdiction of the State of Victoria, Australia and the Parties irrevocably submit to the courts of the State of Victoria.
Acceptable Use Policy means any acceptable use policy that we may introduce from time to time which we will post on our website or otherwise bring to your attention.
Business Day means a day that is not a Saturday, Sunday or public holiday observed in Victoria, Australia.
Business Hours means between the hours of 9am to 5pm AEST on a Business Day.
Change of Control means, in relation to a corporation, that without our prior written consent: (a) a relevant interest (as defined in the Corporations Act 2001) in more than 25% of the securities of the corporation that in normal circumstance entitle the holder to vote or participate at a meeting of the members of the corporation or to vote or participate in the election or appointment of directors of the corporation, passes to a person or persons who did not have such relevant interest at the time the Service Agreement was entered into; or (b) the ability to control or the actual control (irrespective of whether such control is exercisable on a passive or active basis and irrespective of whether such control is exercisable solely or jointly or directly or indirectly) of the management and policies of the corporation passes to a person or persons who did not have such ability or actual control at the date the Service Agreement was entered into.
Charges means any charge or fee applicable to Services (exclusive of any Taxes or withholdings except where otherwise stated).
Claim means any claim, demand, action, proceeding or legal process (including by way of set off, cross-claim or counterclaim).
Consequential Loss means (a) economic loss; (b) business interruption; (c) loss of revenue, profits, actual or potential business opportunities or contracts; (d) anticipated savings; (e) loss of profits; (f) loss of data; (g) an obligation to indemnify another person; (h) an obligation to contribute to the compensation of loss or damage suffered by another person and (i) consequential loss within the meaning of Environmental Systems Pty Ltd v Peerless Holdings Pty Ltd  VSCA 26.
Contact Address means, in relation to a party, the postal or business address, email address or other address or identifier most recently notified as the party’s address for communications (being as notified in a Service Agreement, until further notice.)
Customer means the person so specified in a Service Agreement.
Default means, a breach of these Terms or a Service Agreement for which either party has issued a Default notice outlining the breach.
Default Rate means a rate which is 2% higher than the penalty rate fixed under s3 of the Penalty Interest Rate Act 1983 (Vic) from time to time.
Direct Debit Authority means a form of direct debit authority required by our payment gateway or a relevant financial institution to enable us to debit your bank account or credit cards for Charges under a Service Agreement.
Early Termination means termination of a Service Agreement before the end of any Minimum Term, except where the termination is due to our breach of a Service Agreement.
Early Termination Charge means the aggregate of fees that would have been payable for the remainder of the Minimum Term. This amount is a reasonable pre-estimate of our loss and damage arising from the termination.
Electronic Messaging means Email, SMS and MMS.
End User means an individual who is lawfully authorized by you and/or an agent of yours to use the Cloudoffis Service(s), and for whom a user identification and password to access the Cloudoffis Services exists.
Force Majeure means anything beyond the reasonable control of a party and includes an act of God, a pandemic and a public health declaration.
General Terms means this document.
Information includes the terms of a contract, network designs, customer lists, contact lists, and other information which by its nature is confidential and which is not in the public domain otherwise than by a breach of this clause.
Invoice means a statement of Charges that have accrued and/or are payable in advance.
IP Rights means all industrial and intellectual property rights of any kind which may subsist in Australia or anywhere else in the world, including without limitation: (a) patents, copyright, rights in circuit layouts, designs, trademarks (including goodwill in those marks) and domain names; (b) any application or right to apply for registration of any of the rights referred to in paragraph (a) of this definition; and (c) all rights of a similar nature to any of the rights in paragraphs (a) or (b) of this definition – whether or not such rights are registered or capable of being registered; and (d) Future IP Rights.
Loss means loss or damage suffered by a person and arising in connection with or out of a Service Agreement or any supply made under them (whether pleaded in contract, tort, breach of statutory duty or on any other basis, and whether arising from acts or omissions, and whether or not loss or damage the risk of which another person was or should have been aware), including but not limited to Consequential Loss and an obligation to contribute to or indemnify against loss or damage suffered by a third party.
Minimum Term means a minimum term specified for a Service Agreement.
Off-Net Events means any event or circumstance that occurs outside our Network, or involving infrastructure owned or operated by any of our suppliers or other third parties (including you).
People means, in relation to a Party, the Party’s management, employees, contractors and agents and, in relation to you, anyone who uses or accesses a Service on your account.
Price List means our then current schedule of fees for our services and can be used interchangeably in these terms.
Representative means a person who is properly authorised to represent a party.
Scheduled Maintenance means maintenance, upgrade, adjustment or repair of Equipment, Software, a Network or anything else used to deliver a Service in accordance with our planned maintenance program as updated from time to time.
Service means a service provided by us to you, and as detailed in, a Service Agreement.
Service Agreement means an agreement as defined under clause 3 of the General Terms.
Service Commencement Date means the date when we make a service available for use, or such later date as may be specified in a Service Agreement.
Service Order means an Order Form, Quote or Estimate after we have accepted the order for services contained in it.
SMSF means self-managed superannuation fund.
Trial Service means a limited or promotional subscription which we may provide for the purposes of evaluation or testing.
Your Data means any data, content, code, video, images or other materials of any type that you (or someone you direct) upload, submit or otherwise transmit to or through this service.
‘We’, ‘Us’ and ‘Our’ is a reference to Cloudoffis Pty Ltd ACN 614 069 859
‘You’, and Your’ is a reference to the Customer.
Cloudoffis Subscription Terms
These terms must be read in conjunction with our General Terms. Definitions used in this document have the same meaning as those in the General Terms, unless stated otherwise in writing.
This document sets out the terms that apply to our subscription services.
3. Subscription Services
Our subscription services include the following:
SMSF Sorted – SMSF preparation, administration and management;
SMSF Auditomation – SMSF audit automation;
SMSF All Together – is a subscription to both SMSF Sorted and SMSF Auditomation;
Professional Services – professional consulting, advisory or development services.
4. Subscription Term
5. Subscription Plan Upgrades and Downgrades
7. Policies and Directions
You must comply with:
lawful directions we may issue;
instructions, documentation or other technical requirements; and
8. General Acknowledgments
our Services may not always operate as intended;
our Services may not be available at times, including for maintenance;
you should retain backups of all data that is entered into our Services; and
it is good security practice to regularly change passwords.
You agree that the matters you acknowledge in clause 8(a) are not a defect in service, and you accept our services subject to these matters.
9. Support and Maintenance
We may specify security protocols and procedures from time to time, you must comply with all such protocols and procedures.
You must always use your best endeavours to maintain the security and confidentiality of usernames and passwords.
You acknowledge that connection to the internet carries inherent security risks, and the nature of our Services are that they require transmission of data (including Your Data) over the internet, where it may be lost, altered, or intercepted.
Connection of computers and servers to the internet carries with it:
security risks including hacking, viruses, trojans and other malware; and
risks of data interception.
You are solely responsible for (and release us from responsibility for) implementing appropriate measures to protect Your Data including the use of appropriate backup facilities to protect your data.
You must immediately notify us of any unauthorized use of your account (or credentials) or any other security breach you become aware of with respect to the Services.
We are not liable for any loss or damage arising from your failure to comply with the terms of this clause 10.
You must not engage in any activity that interferes with or disrupts our Services, servers or networks.
You agree that in order to assist in our security protocols, that we have the right, but not the responsibility, of monitoring or reviewing any activity in relation to your use of the Services.
11. Termination and Suspension
12. Effect of Termination
you must cease using our Services;
all rights of action based on breaches of a Service Agreement before the termination survive;
we may delete any information that we hold concerning the Services we provide to you any time after a period of 30 days from termination, however, we may choose in our discretion to store information for a period of 3 years, or longer where required by law.
We are never liable to you or anyone else for a loss of data, where we exercise our rights under clauses 11 and 12.
Prior to termination, you may request that we provide you with a backup of Your Data, while we don’t warrant that it will be available we will take all reasonable steps to provide it to you, but may charge you a fee (at our then current rates) which you must pay before we provide it to you.
You release us from any claim for loss or damage for removing Your Data from our infrastructure.
13. Representations and Warranties
You represent and warrant to us that:
you will not use our Services your sole method of complying with the law;
ensure that you provide full and accurate information in relation to your subscription and use of the Services; and
you are solely responsible for ensuring statutory compliance for work you undertaken using our Services;
if you do not input complete and accurate information into our Services you may compromise the quality and accuracy of the output from our Services;
you have the financial capacity to meet your obligations under any Service Agreement you enter into with us;
you are legally able to form a binding Agreement with us, and you are not prevented from lawfully using our Services;
all information you provide to us is accurate, complete and truthful;
you are solely responsible for all content on your account including your username and password which are personal and should not be used by any other individual or entity;
you acknowledge that you are solely responsible for backing up Your Data and that we are not liable for any loss or damage that arises from your failure to back up Your Data;
Your Data is Your sole responsibility and that We do not claim ownership to, or responsibility for, Your Data;
you will only use our Services only for purposes that are legal proper and according to the terms of this Agreement and any applicable policies or guidelines;