Terms of Service

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Cloudoffis General Terms

1. Introduction

  1. These General Terms apply to all services delivered by Cloudoffis.
  2. These General Terms and each Service Agreement incorporate the dictionary terms in clause 37 of this document.
  3. We have amended our Terms wef 1st January 2021 and would be applicable to all the subscription orders accepted on or after 1st January 2021 and to its connected users.

2. Service Agreements

  1. Unless we agree to a different engagement process, a Service Agreement is formed if we accept a Service Order from you.
  2. A Service Agreement is made up of:
    1. these General Terms;
    2. a Service Order;
    3. Subscription Terms and or Product Terms, which apply to the Services ordered; and
    4. any Special Terms agreed in writing.
  3. The parties are free to negotiate the terms of this document.
  4. The Parties may optionally enter into a Service Agreement by signing separate copies and exchanging them by post, in person, or email.
  5. In the event of conflict between the different parts of a Service Agreement the documents must be read from highest priority to lowest as below:
    1. Special Terms agreed in writing;
    2. a Service Order;
    3. Subscription Terms or Product Terms; and
    4. General Terms.

 3. Charges and payment

  1. You must pay all Charges applicable to Services.
  2. Charges apply as specified or referenced in our then current Price List, where Charges are not specified in a Service Order.
  3. You must pay each Invoice without set off or deduction by its due date.
  4. Overdue amounts incur Interest at the Default Rate, compounding monthly.
  5. Unless stated otherwise in a Service Agreement:
    1. references to currency are a reference to Australian dollars;
    2. all charges are exclusive of GST and GST is payable in addition to those Charges. We may invoice, and you must pay, applicable GST in addition to Charges.
    3. Charges are payable regardless of whether Services are used.
  6. To the extent permitted by law:
    1. charges are non-refundable in part or in whole;
    2. Any prepaid Charges which are unused at the end of a billing period expire and are not carried over into the next billing period.
  7. Unless we agree otherwise, we require you to provide us with a Direct Debit Authority to enable us to debit Charges for each billing period, for example each month or each year. Your Direct Debit Authority lasts until you validly terminate a Service Agreement.
  8. You are responsible for:
    1. any credit card fees incurred in processing your payments;
    2. any dishonour fees, late payments fees or any other bank or payment gateway fees incurred by us as a result of your acts or omissions; and
    3. any taxes or levies (excluding income taxes) which arise due to your acquisition of Services.
    4. Any fees arising under clause 3(h) above are due and payable to us as a term of your Service Agreement.

 4. Billing Disputes

You may only dispute a Charge:

  1. within 1 month after it is Invoiced; and
  2. in accordance with our dispute process in clause 25.

 5. Price variations

We may vary our Charges:

  1. on 30 days’ notice – where any Minimum Term has expired;

  2. 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:

  1. starts on its Service Commencement Date;

  2. continues for any Minimum Term; and

  3. 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:

  1. the date specified in a Service Agreement;

  2. the expiry of 14 days from the date of a Service Agreement;
    and you must then accept the Service.

 8. Consents

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.

9. Representatives

  1. 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.

  2. A Party is deemed to know anything that its Representative knows.

  3. A Party may replace its Representative by notice to the other.

10. Service Standards and Support

  1. We will provide Services with due care and skill and in accordance with an applicable Service Agreement and Law.
  2. Whilst we endeavour to avoid interruptions to Services, we do not warrant that Services will be free of errors, faults or interruptions.
  3. We are not liable for Service faults or interruptions due to Off-Net Events.
  4. We will use reasonable efforts to carry out Scheduled Maintenance at times chosen to minimise disruption to our customers.
  5. We will provide Support in accordance with our Support Policy, unless a Service Agreement says otherwise.

11. Service suspensions

We may suspend a Service in whole or part:

  1. where we reasonably believe that we must do so in order to comply with the Law;
  2. to protect people, property or a network;
  3. for emergency, or (on at least 3 days’ notice) Scheduled Maintenance;
  4. if you (or anyone you allow to use a Service) breach an Acceptable Use Policy;
  5. if you fail to pay an Invoice by its due date;
  6. if you do not Cure a Default within 7 days; or
  7. as it reasonably requires to allow investigation of any potential breach of a Service Agreement.

12. Other obligations

You must:

  1. comply with the terms of a Service Agreement;
  2. not allow a Service to be used in a way that is contrary to Law or is a nuisance;
  3. comply with all Laws including the Privacy Act 1988 (Cth);
  4. give us all information, cooperation and assistance reasonably required for the purposes of a Service Agreement;
  5. follow our reasonable directions in so far as they are reasonably required to enable us to comply with the terms of a Service Agreement;
  6. maintain all permissions required for the use of a Service;
  7. comply with any Acceptable Use Policy issued by us;
  8. respond to our requests and communications promptly;
  9. not solicit any employee or contractor of ours to become an employee or contractor of yours;
  10. indemnify us against Loss arising in connection with a negligent or wrongful act by you or your People or a breach of a Service Agreement by you;
  11. indemnify us against any Claim by you or any person who is an authorized user by you or agent of yours in connection with a Service (including infringement of IP Rights) except to the extent the Claim arises from a negligent or wrongful act by us or our People or a breach of a Service Agreement by us; and
  12. ensure that your People do nothing that would breach a Service Agreement if done by you.

13. Early Termination – Us

We may terminate a Service Agreement by notice if:

  1. it ceases to be feasible to provide a Service (in which case we will endeavour to provide you with reasonable notice);

  2. we are required to do so by Law or an Authority;

  3. you fail to pay money within 14 days of it being due;

  4. you are in Default of a term of a Service Agreement;

  5. you cease carrying on business; or

  6. 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:

  1. request Early Termination;
  2. fail to remedy a Default within 7 days (after receiving written notice of Default); or

  3. 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

You:

  1. 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;

  2. warrant that you have all approvals and registrations required in order to use our Services.

  3. indemnify us against a breach of any warrant under these General Terms.

16. Confidentiality

Each party must keep the other’s Confidential Information confidential except for disclosures:

  1. to its staff, contractors and professional advisers to the extent they reasonably need to know it; 

  2. authorised by a Service Agreement; or

  3. 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.

17. Authorities

You authorise us to:

  1. make any disclosure of information about you required by a government authority or by Law;
  2. deal with Personal Information (that is not Credit Information) about you in accordance with our Privacy Policy;
  3. deal with Credit Rating Information about you in accordance with our credit policy;
  4. do any act on your behalf reasonably required to provision a Service for you.

18. Out of pocket expenses

  1. 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.

  2. 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.

19. Policies

  1. You must always comply with our Acceptable Use Policy.
  2. Where we agree to provide support, then we will do so in accordance with our Support Policy which applies to your particular Service.
  3. We may amend our policies from time to time, where we do, we will give 14 days prior notice and make the amendments visible on one or more of our websites, including www.Cloudoffis.com.au, or any subdomain of these website addresses.

20. Data

  1. All data entered by you into any Service of ours is confidential unless you make it available for public use.
  2. You retain ownership in Your Data subject to the terms of this Agreement, in addition to our rights in clause 20.7, you grant us a non-exclusive, worldwide, royalty-free right to use, handle, store, modify and create derivative works of Your Data, to the extent necessary to provide our services to you.
  3. Subject to compliance with the Privacy Act 1988 (Cth) you consent to:
    1. us using your de-identified data for statistical, audit, compliance and marketing purposes;
    2. receiving promotional, marketing material or information updates from us, including by way of email delivery;
    3. disclosure by us of this information to our Related Entities (as defined by section 9 of the Corporations Act 2001 (Cth)).
  4. Within 30 days of termination of a Service Agreement, we will delete all data that remains on our servers and facilities, and you release us from any claim for loss or damage for doing so. It is your sole responsibility to maintain a backup of your data, unless we agree otherwise under a Service Agreement.
  5. Subject to this clause 20, all data entered our Services remains your property.
  6. We may compile and use de-identified, aggregate and statistical information related to the performance of Services, provided that such information does not incorporate any of Your Data, or identify either You, or End Users, or any of Confidential Information.

21. Intellectual Property

  1. All intellectual property rights in Cloudoffis and our Services are owned by us, or where relevant our licensors.  You must not:
    1. do anything which may infringe, jeopardise or challenge such rights; and
    2. commercialise or attempt to commercialise such rights.
  2. Subject to clause 21.7 we own all IP Rights: 
    1. and intellectual property (including derivative works) which arise from your use of our Services, except for data you enter.
    2. relating to a Service, including knowhow and improvements developed in the course of a Service Agreement.
  3. We own all customisations, modifications, enhancements, adaptations, and updates to our Services.
  4. Cloudoffis and the Cloudoffis logo are trademarks of Cloudoffis Pty Ltd. Other trademarks that may appear on our website are the property of our respective licensors.
  5. You must not use any trademark without the prior written consent of the relevant owner.
  6. Except to the extent of any licence expressly granted to you, you obtain no interest in our IP Rights under a Service Agreement.
  7. You retain all ownership in all content that you create and use with the Services.
  8. You grant us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into our services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your End Users relating to the operation of the Services.

22. Third Party Services

  1. In order to use our Services, you may need to use services or software or third parties, we refer to this as Third-Party Services.
  2. If the use of Third-Party Services are required:
    1. we will either (i) specify this in your Service Order; or (i) notify you; and
    2. you must provide us with your access credentials to enable us to access such third party services.
  3. Where you use Third Party Services or provide us access to them (to enable you to use a Service) you acknowledge and agree that:
    1. those Third-Party Services are provided subject to (i) their own terms of use and privacy policy; and (ii) any of our specific terms that address our supply or facilitation of those Third-Party Services to you.
    2. we may be required to disclose your personal information to the provider of Third-Party Services in or to facilitate the provision of those services or the services we provide;
    3. you release us from any Claim arising from your use of Third-Party Services;
    4. other than anything we expressly represent to you in a Service Agreement with you, we do not make any representation or warranty about Third Party Services or their performance.
  4. Our Services may link to websites at other addresses. Unless stated otherwise:
    1. we do not control, approve, endorse or sponsor any such websites or their content; and
    2. we do not provide any warranty or take any responsibility for any aspect of those websites or their content.
  5. You warrant that you are authorised to provide us with access credentials you provide us under this clause 22.

23. Trial Services and Collaborative Portals

  1. From time to time we may offer Trial Services.
  2. Trial Services are subject to these General Terms except that:
    1. we will not impose any Charges for these Services;
    2. we may terminate use of these Services at any time;
    3. any service levels will not apply, and the terms of our Support Policy will not apply; and
    4. we may impose any other condition we may determine in our absolute discretion.
  3. Where we agree to provide you with a Trial Service in writing:
    1. despite anything to the contrary, you are not required to pay any fees for the Trial Service;
    2. you must otherwise comply with these terms;
    3. you acknowledge that it may not be fit for your intended purpose and may not contain all functionality found in the standard Cloudoffis subscriptions;
    4. to the extent permitted by law, we provide no warranties around fitness for purpose or that the Trial Service will operate error free;
    5. we may discontinue the Demo Service at any time at our sole discretion, despite anything to the contrary;
    6. we do not offer maintenance and support and the terms of our Support Policy do not apply.
  4. We have no obligation to preserve or back up Your Data once a Trial Service is terminated. It is your sole responsibility to back up Your Data.
  5. As part of our Services we offer Collaborative Portals.
  6. Collaborative Portals allow you to create portals that enable both you and your clients to:
    1. share reports;
    2. share documents;
    3. update each other on progress; and
    4. other features that we may add from time to time.
  7. Your clients only have limited to rights to use the Collaborative Portals and do not have any other rights.
  8. It is a condition of using Collaborative Portals that both you and your clients consent to us contacting your clients to market our services to them and to inform them of new products and features.

24. Liability

  1. Rights and remedies for PDH goods and services
    If we supply goods or services of a kind ordinarily acquired for personal, domestic or household (PDH) use or consumption, you may have rights under the Australian Consumer Law (ACL) including Consumer Guarantee Rights. Nothing in a Service Agreement limits those rights and remedies in any way.
  2. Rights and remedies for non-PDH goods costing no more than $40,000
    If we supply goods or services not of a kind ordinarily acquired for PDH use or consumption and costing no more than $40,000 (or $100,000 from 1 July 2021):
    1. in relation to those goods, our liability for failure to comply with a Consumer Guarantee (other than certain guarantees about ownership and undisturbed use) is limited to:
      1. replacing the goods or supplying equivalent ones;
      2. repairing the goods;
      3. paying the cost of replacing the goods or of acquiring equivalent ones; or
      4. paying the cost of having the goods repaired; and
    2. in relation to those services, our liability for failure to comply with a consumer guarantee is limited to:
      1. supplying the services again; or
      2. paying the cost of having the services supplied again.
  3. Service Levels, exclusion of implied terms and limitation of liability
    Subject to clauses 24.1 and 24.2:
    1. Subject to your right of termination under clause 14, where a Service Level applies to a Service, your rights and remedies in connection with a failure to meet a Service Level Target or any breach of the relevant Service Agreement are limited to Service Level Rebates (if any) in the SLA.

Otherwise:

    1. Any representation, warranty, condition or undertaking that would be implied in a Service Agreement by legislation, common law, equity, trade, custom or usage or otherwise is excluded, to the fullest extent permitted by law.
    2. Neither party is liable for Consequential Loss.
    3. Our liability is capped at the aggregate of fees paid by you to us in the 12 months preceding a claim.

25. Disputes

  1. Each Party must appoint a senior officer to negotiate resolution of any dispute.
  2. If negotiations are not successful within 14 days, the dispute may be referred to mediation before an independent mediator – the costs of which must be borne in equal shares by the Parties.
  3. Despite anything else, a Party may seek urgent interlocutory relief from a court.
  4. The parties must perform the Service Agreement despite a dispute.

26. Obligations after termination of Service Agreement

When a Service Agreement ends for any reason:

  1. we may Invoice Charges not previously Invoiced;

  2. you must pay all Invoices by their due date/s;

  3. accrued rights and obligations survive;

  4. 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.

27. Notices

  1. We may send notices to you by Electronic Messaging.

  2. 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.

28. Relationship

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.

30. Variation

Subject to clause 5, a Service Agreement may only be varied by writing executed by both Parties.

31. Assignment

  1. 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.

  2. 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.

34. Agents

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.

37. Dictionary

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 [2008] 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

1. 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.

2. About

This document sets out the terms that apply to our subscription services. 

3. Subscription Services

Our subscription services include the following:

  1. SMSF Sorted – SMSF preparation, administration and management; 

  2. SMSF Auditomation – SMSF audit automation; 

  3. SMSF All Together – is a subscription to both SMSF Sorted and SMSF Auditomation;

  4. Professional Services – professional consulting, advisory or development services.

4. Subscription Term

  1. Your right to use a subscription service is subject to:
    1. your compliance with these terms;
    2. payment of the subscription fee.
  2. You may use a subscription service for the duration of your Service Agreement with us.
  3. Your subscription commences from the date of your Service Agreement for the Minimum Term contained in your Service Order, and continues until, terminated in accordance with the terms of a Service Agreement.

5. Subscription Plan Upgrades and Downgrades

  1. At any time during a Service Agreement you may upgrade your subscription where we agree subject to:
    1. your payment of any additional fees; and
    2. your compliance with any applicable terms and conditions.
  2. We do not allow for subscription downgrades, except where:
    1. we agree in writing;
    2. your Service Agreement is not within a Minimum Term; and
    3. you pay us all fees and charges associated with facilitating the request including professional services charged at a fixed rate or time and materials basis.

6. Fees

  1. In consideration for your subscription, you must pay us the subscription fee set out in your Service Agreement.
  2. We will invoice you in accordance with your Service Agreement, however, we may, at our discretion, invoice you at any other time.
  3. To the extent permitted by law, if your subscription is terminated for any reason other than our breach of a Service Agreement, fees are not refundable in whole or in part, and the liability to pay any outstanding invoice remains.
  4. You must ensure that:
    1. you pay the correct subscription fee for your Plan which you have subscribed; and
    2. you must notify us promptly of changes or any other factors that may impact upon your Plan and your Service Agreement or the fees that are payable to us.
  5. You acknowledge that you are subscribing to Services based on current functionality and features, and that we make no warranties that additional functionality, features or enhancements will be made available.

7. Policies and Directions

You must comply with:

  1. lawful directions we may issue;

  2. instructions, documentation or other technical requirements; and

  3. applicable laws.

8. General Acknowledgments

  1. You acknowledge that:
    1. our Services may not always operate as intended;

    2. our Services may not be available at times, including for maintenance;

    3. you should retain backups of all data that is entered into our Services; and

    4. it is good security practice to regularly change passwords.

  2. 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

  1. We will provide support and maintenance for your services in accordance with your Service Agreement and any applicable policies (including our Support Policy).
  2. Support and maintenance is subject to the terms of our Support Policy and will be provided at the support level and during the term specified in your Service Order.
  3. Our Support Policy may be modified by us from time to time to reflect process improvements or changing practices.
  4. Your use of any new versions or modifications to our Services are subject to your Service Agreement.
  5. You authorise us to access (at any time) your Services at any time in order that we may:
    1. provide support and maintenance;
    2. provide professional services that you have requested from us;
    3. ensure compliance with a Service Agreement;
    4. to investigate fraud or security issues; and
    5. anything else that we deem reasonably necessary.

10. Security

  1. We may specify security protocols and procedures from time to time, you must comply with all such protocols and procedures.

  2. You must always use your best endeavours to maintain the security and confidentiality of usernames and passwords.

  3. 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.

  4. Connection of computers and servers to the internet carries with it:

    1. security risks including hacking, viruses, trojans and other malware; and 

    2. risks of data interception.

  5. 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.

  6. 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.

  7. We are not liable for any loss or damage arising from your failure to comply with the terms of this clause 10.

  8. You must not engage in any activity that interferes with or disrupts our Services, servers or networks.

  9. 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

  1. In addition to our other rights under a Service Agreement, we may:
    1. suspend your subscription where:
      1. we believe your credentials have been compromised;
      2. during maintenance or updates or upgrades;
      3. where you have failed to pay us money by the due date; or
      4. you agree.
  2. You may terminate your Service Agreement where you give us written notice of termination 30 days before the end of a Minimum Term – in which event the termination takes effect upon the expiry of the Minimum Term.
  3. Neither party may terminate a Service Agreement during its Minimum Term except as permitted by these terms, or mutually by written agreement.
  4. In addition to any other rights under these terms:
    1. we may terminate use of a Trial Services on written notice to us; and
    2. you may terminate use of a Trial Services on written notice to us.

12. Effect of Termination

  1. Upon termination of a subscription or a Service Agreement:
    1. you must cease using our Services;

    2. all rights of action based on breaches of a Service Agreement before the termination survive;

    3. 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.

  2. We are never liable to you or anyone else for a loss of data, where we exercise our rights under clauses 11 and 12.

  3. 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.

  4. 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:

  1. you will not use our Services your sole method of complying with the law;

  2. ensure that you provide full and accurate information in relation to your subscription and use of the Services; and

  3. you are solely responsible for ensuring statutory compliance for work you undertaken using our Services;

  4. 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;

  5. you have the financial capacity to meet your obligations under any Service Agreement you enter into with us;

  6. you are legally able to form a binding Agreement with us, and you are not prevented from lawfully using our Services;

  7. all information you provide to us is accurate, complete and truthful;

  8. 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;

  9. 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;

  10. Your Data is Your sole responsibility and that We do not claim ownership to, or responsibility for, Your Data;

  11. 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;