Terms & Conditions

Important – read carefully: These Terms and Conditions form the agreement between Money Management

Group Pty Ltd ACN 008 131 137 trading as okke (referred to as “Service Provider”, “we” or “us”) and the user

(referred to as “Customer” or “you”) (Agreement). By using the Software you agree to be bound by these

Terms and Conditions. If you do not agree to the terms of this Agreement, do not use the Software.

1. Definitions and Interpretations

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Authorised User means the user(s) permitted to use the SaaS Services.

Business Day means a day on which banks are open for general banking business in South

Australia, excluding Saturdays, Sundays and public holidays.

Claim means any actual, contingent, present or future claim, demand, action, suit or

proceeding for any Liability, restitution, equitable compensation, account, injunctive relief,

specific performance or any other remedy of whatever nature and however arising, whether

direct or indirect, and whether in contract, tort (including but not limited to negligence) or

otherwise.

Confidential Information means:

(a) Data;

(b) the terms of this Agreement; and

industrial, marketing, Intellectual Property Rights and commercial knowledge (and

whether in tangible or intangible form, oral or visual form, or recorded or stored in a

document) which relates directly or indirectly to the disclosing party (Discloser), or

any of its past, existing or future business, operations, administration or strategic

plans or which is owned, used or licensed by the Discloser,

but does not include:

(d) information which is or becomes generally available in the public domain (other than

through breach of this Agreement or an obligation of confidence);

(e) information rightfully received by the receiving party (Recipient) from a third party

(that is not a representative of the Discloser) who is under no obligation of

confidentiality in relation to the information and who has not obtained that information

either directly or indirectly as a result of a breach of any duty of confidence owed to

the Discloser; or

(f) information which the Recipient can prove by contemporaneous written

documentation was already known to it at the time of disclosure by or on behalf of the

Discloser (unless such knowledge arose from disclosure of information in breach of

an obligation of confidentiality).

Customer Data means the Customer’s account information, account access information,

registration information (which is provided by the Customer or otherwise received by Yodlee

from the Service Provider or the Data Source) and includes the Data.

Customer Environment means the computing environment of the Customer including all

hardware, software, information technology and telecommunications services and Systems.

Data means all of the information, documents and other data provided by the Customer or

their Personnel to the Service Provider, any content uploaded by the Customer or its

Personnel to the Service Provider’s System, any data which is generated by the use of the

Services, any data that is stored by the Service Provider for the purpose of providing the
Services, or otherwise accessed by the Service Provider in providing the Services.

Data Source means a third-party information source where the Customer holds an account

from which Yodlee retrieves information, for example a bank, broker, lender or other financial

service provider.

Fee means the fees payable for the SaaS Services as set out on the Website for the

Customer account.

Force Majeure means any event or circumstances beyond the reasonable control of a party

including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, pandemic,

epidemic, terrorism, war or civil riot that occurs to the extent that it:

(a) would be unreasonable to expect the affected party to have planned for, avoided or

minimised the impact of such circumstance by appropriate risk management, disaster

recovery or business resumption plan; and

(b) results in a party being unable to perform an obligation under this Agreement on time.

Initial Term means the initial term set out in the Customer’s account.

Insolvency Event means:

the Corporations Act 2001 (Cth);

(d) any stop being taken for the winding up or dissolution of a party;

(e) a meeting of directors of a party considers a resolution that an administrator of that

party should be appointed;

(f) a party being insolvent within the meaning of the Corporations Act 2001 (Cth), or

being taken or presumed to be insolvent;

(g) a party commits an ‘act of bankruptcy’ within the meaning of the section 40 of the

Bankruptcy Act 1966 (Cth);

(h) distress, attachment or other execution being levied or enforced over any of a party’s

property; or

(i) anything analogous to or of a similar effect to anything described in paragraphs (a) to

(f) above under the law of any relevant jurisdiction occurring in respect of a party.

Intellectual Property Rights means

(j) any related confidential information, know-how or any right to have information kept

confidential;

(k) copyright (including future copyright and rights in the nature of or analogous to

(l) inventions (including patents);

(m) trade marks, service marks and other related marks;

(n) designs;

(o) business names, domain names and company names; and where applicable

includes:

(i) software (including the Software), software programs and source code

(including the source code for the Software); and

(ii) all intellectual property rights that the Service Provider has in relation to its

brands, colours, fonts, styles; and

whether or not existing at the date of this document and whether or not registered or

registrable and includes any and all variations, modifications or enhancements to each of

them together with any application or right to apply for registration of those rights and includes

all renewals and extensions.

Liability means any expense, charge, cost, liability, loss, damage, Claim, demand or

proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or

otherwise), howsoever arising, whether direct or indirect and/or whether present,

unascertained, future or contingent.

party means a party to this Agreement from time to time, and parties means all of them.

Payment Method is by credit card.

Personnel means in relation to a party, any employee, contractor, officer and agent of that

party.

Products means hardware or software.

Related Body Corporate has the meaning given in section 9 of the Corporations Act

2001 (Cth).

SaaS Licence is defined in clause 4.1.

SaaS Services means the services which the Service Provider agrees to provide under this

Agreement, namely access to the Software.

Service Level means any service levels set out on the Website.

Services means the SaaS Services and Support Services, to be provided or licensed by the

Service Provider to the Customer under the terms of this Agreement.

Software means the software used to provide the Services, known as “okke” and includes

any instructions in hard copy or electronic form and any update, modification or release of any

part of that software after this Agreement is entered into by the parties.

Support Hours means the hours listed on the Website.

Support Services are set out on the Website.

System means a combination of Products or a combination of Products and services which

are integrated and operate together, including a network.

Term means the term of this Agreement as set out in clause 19.

Website means www.okokke.com.

Yodlee means Yodlee, Inc., a Delaware corporation.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) headings are for convenience only and do not affect interpretation;

paragraph, schedule or annexure, as the case may be, of this Agreement;

(d) if any act which must be done under this Agreement is to be done on a day that is not

a Business Day then the act must be done on or by the next Business Day;

(e) a reference to any legislation or law includes subordinate legislation or law and all

amendments, consolidations, replacements or re-enactments from time to time;

(f) where a word or phrase is defined, its other grammatical forms have a corresponding

meaning;

(g) a reference to a natural person includes a body corporate, partnership, joint venture,

association, government or statutory body or authority or other legal entity and vice

versa;

(h) includes and similar words mean includes without limitation;

(i) no clause will be interpreted to the disadvantage of a party merely because that party

drafted the clause or would otherwise benefit from it;

(j) a reference to a party to a document includes that party’s executors, administrators,

successors, permitted assigns and persons substituted by novation from time to time;

(k) a reference to this Agreement or any other document includes the document, all

schedules and all annexures as novated, amended, supplemented, varied or replaced

from time to time;

(l) a reference to a covenant, obligation or agreement of two or more persons binds or

benefits them jointly and severally;

(m) if a period of time is specified and dates from a given day or the day of an act or

event, it is to be calculated exclusive of that day;

(n) a reference to time is to local time in Adelaide, Australia; and

(o) a reference to $ or dollars refers to the lawful currency of Australia.

2. Acceptance

2.1 The Service Provider owns, or holds the relevant rights to, the Software and will license the

use of the Software as a service to the Customer.

2.2 The Customer wishes to license the SaaS Services available at the Website from the Service

Provider.

2.3 This Agreement sets out the terms upon which the Service Provider has agreed to grant a

license to the Customer to use the SaaS Services. This Agreement is binding on any use of

the Services and applies to the Customer from the time that the Service Provider provides the

Customer with an account (Customer’s account) to access and use the Services (Effective

Date).

2.4 By accessing and/or using the Services you:

(a) warrant to us that you have reviewed this Agreement, our Privacy Policy (available on

the Website) and other applicable policies and you understand it;

(b) warrant to us that you have the legal capacity to enter into a legally binding

agreement with us; and

2.5 You must not create a Customer account unless you are at least 18 years of age.

2.6 By using our Services and subscribing on our Website, you acknowledge that you have read,

understood, and accepted this Agreement and you have the authority to act on behalf of any

person or entity for whom you are using the Services, and you are deemed to have agreed to

this Agreement on behalf of any entity for whom you use the Services.

3. Services

3.1 On or from the Effective Date and during the Term, the Service Provider agrees to provide the

Services in accordance with the terms of this Agreement.

3.2 The Customer agrees the Service Provider owns or holds the applicable licences to all

Intellectual Property Rights including but not limited to copyright in the Software and SaaS

Services and any documentation provided with the Services by the Service Provider to the

Customer including any Customer configuration documentation.

3.3 The Service Provider reserves the right to change or remove features of the SaaS Services

from time to time. Where there is any material alteration to the SaaS Services in accordance

with this clause, the Service Provider will provide the Customer with 20 Business Days’ notice

and the Customer agrees that any material alteration is at the Service Provider’s discretion.

3.4 The parties agree that the Service Provider:

(a) will supply the Services on a non-exclusive basis;

(b) does not make any warranty or representation as to the ability of the facilities or

services of any third-party suppliers; and

fault or degradation is attributable to or caused by any failure of the Customer

Environment or the facilities or services of any third party.

3.5 The Service Provider reserves the right to refuse any request in relation to the Services that it

deems inappropriate, unreasonable or illegal.

4. SaaS Service Licence

4.1 In consideration for payment of the Fees, the Service Provider grants to the Customer a non-

exclusive, non-transferable (except as otherwise permitted under this Agreement), personal,

revocable, licence to access and use the SaaS Services in accordance with the Service

Provider’s intended purpose for the SaaS Services (SaaS Licence).

4.2 The Customer agrees that the SaaS Licence:

(a) commences from the Effective Date or the day the Customer is granted access to the

SaaS Services by the Service Provider, whichever occurs first;

(b) permits the Customer to use the SaaS Services in accordance with the SaaS

Services’ normal operating procedures; and

Users.

5. Licence Restrictions

5.1 The Customer must not access or use the SaaS Services except as permitted by the SaaS

Licence and may not do or authorise the commission of any act that would or might invalidate

or be inconsistent with the Service Provider’s Intellectual Property Rights in the SaaS

Services or Software. Without limiting the foregoing provisions, the Customer agrees and

acknowledges that it must not and will not permit any person to:

(a) resell, assign, transfer, distribute or provide others with access to the SaaS Services;

(b) “frame”, “mirror” or serve any of the SaaS Services on any web server or other

computer server over the Internet or any other network;

party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS

Services or Software ); or

(d) alter, remove or tamper with any trademarks, any patent or copyright notices, or any

confidentiality legend or notice, or any numbers, or other means of identification used

on or in relation to the SaaS Services or Software.

5.2 The Customer must not use the SaaS Services in any way which is in breach of any statute,

regulation, law or legal right of any person within Australia or the jurisdiction in which the

Customer or its Personnel are located.

6. Data

6.1 The Customer grants to the Service Provider a limited licence to copy, transmit, store and

back-up or otherwise access, use or make reference to the Data or any Intellectual Property

Rights in the Data:

(a) to supply the Services including to enable the Customer, its Personnel and any

Authorised Users to access and use the Services;

(b) to do analysis for the purposes of predictive safety analytics, industry guideline

production and other construction safety-related uses, provide such Data is re-

identified;

(d) to test, enhance and otherwise modify the Services whether requested by the

Customer or not;

(e) to develop other services or products;

(f) as reasonably required for the performance of the Service Provider’s obligations

under this Agreement; and

(g) for analytical purposes and to the extent permitted by law, for all other purposes

associated with offering targeted complementary services (which are not related to

the Services) to the Customer, these complementary services may be offered by the

Service Provider and/or third parties.

6.2 The Customer represents and warrants that:

(a) any and all Data supplied by the Customer or otherwise accessed by the Service

Provider through the provision of the Services is the sole and exclusive property of

the Customer or the Customer has secured all authorisations and rights to use the

Data as applicable;

(b) its Data does not breach any relevant laws, regulations or codes;

(d) it will comply with all applicable laws and regulations where the Customer accesses

and publishes content using the SaaS Services; and

(e) to the extent that the Data contains personal data, it has obtained the necessary

consents in order to transfer or permit access to this Data in accordance with

applicable privacy and data protection laws.

6.3 The Customer acknowledges and agrees that:

(a) any collation, conversion and analysis of Data performed as part of the Services

whether by the Services or otherwise is likely to be subject to human input and

machine errors, omissions, delays and losses including but not limited to any loss of

Data. The Service Provider is not liable for any such errors, omissions, delays or

losses. The Customer acknowledges and agrees it is responsible for adopting

reasonable measures to limit the impact of such loss or error;

(b) the Service Provider may relocate the Data to another jurisdiction. In each case, the

Service Provider will give the Customer 15 Business Days’ notice and use all

reasonable endeavours to minimise the effect of such change on the Customer’s

access and use of the Services;

corruption or loss is due to an act or omission by the Customer, its Personnel, its

Related Bodies Corporate or any Authorised Users; and

(d) the Service Provider is not responsible for the integrity or existence of any Data on

the Customer’s Environment, network or any device controlled by the Customer or its

Personnel.

6.4 The Customer agrees to indemnify and hold the Service Provider harmless for the corruption

or loss of any Data controlled or stored by the Customer or any Related Bodies Corporate, to

extent the corruption or loss is not caused by the negligent act or omission of the Service

Provider or its Personnel.

7. Support and Service Levels

7.1 During the Term, the Service Provider will provide the Support Services in accordance with

the Service Levels during the Support Hours provided that:

(a) the Customer provides the Service Provider with notice for applicable Services in

accordance with any applicable system and processes as set out on the Website, as

applicable; and

(b) where required, the Customer assists with investigating and ascertaining the cause of

the fault and provides to the Service Provider all necessary information relevant to the

fault (including but not limited to what the Customer or their Personnel has done in

relation to the fault).

8. Service Provider Additional Responsibilities and Obligations

The Service Provider must maintain commercially reasonable security measures to protect all

Confidential Information in its possession or control, or in the possession or control of its Personnel,

from unauthorised access, use, copying or disclosure.

9. Customer Responsibilities and Obligations

9.1 The Customer will provide all required materials as required by the Service Provider from time

to time for the Service Provider to perform the Services.

9.2 The Customer must, at the Customer’s own expense:

(a) provide all reasonable assistance and cooperation to the Service Provider in order to

enable the Service Provider to supply the Services in an efficient and timely manner

including but not limited to obtaining from Authorised Users any consents necessary

to allow the Customer and its Personnel to engage in the activities described in this

Agreement and to allow the Service Provider to provide the Services;

(b) use reasonable endeavours to ensure the integrity of the Data;

Customer Environment for the purposes of supplying the Services;

(d) ensure that only Customer Personnel and Authorised Users will access and use the

SaaS Services and such use and access will be in accordance with the terms and

conditions of the SaaS Licence; and

(e) make any changes to its Customer Environment that may be required to support the

delivery and operation of any Services.

9.3 The Customer is responsible for its use of the Services and must ensure that no person uses

the Services:

(a) to break any law or infringe any person’s rights including but not limited to Intellectual

Property Rights;

(b) to transmit, publish or communicate material that is defamatory, offensive, abusive,

indecent, menacing or unwanted; or

9.4 The Customer acknowledges and agrees that:

(a) they are responsible for all users using the Services including their Personnel and any

Authorised Users;

(b) their use of the Services will be at their own risk;

Service Provider cannot and will not be liable for any loss or damage from the

Customer’s failure to comply with this security obligation;

(d) the Service Provider may alter or update the Customer’s account logins and

passwords and the logins and passwords of any Authorised Users at any time

throughout the Term;

(e) the Customer is responsible for all activity that occurs under their account. This

includes activity of others who have logins or accounts associated with the

Customer’s account;

(f) the technical processing and transmission of the Service, including the Customer’s

content, may be transferred unencrypted and involve (a) transmissions over various

networks; and (b) changes to conform and adapt to technical requirements of

connecting networks or devices;

(g) if the Service Provider wishes to alter the delivery of the SaaS Services which

requires a change to the Customer Environment (including reconfigurations or

interface customisations the extent necessary to access or use the SaaS Services)

the Customer will give any assistance to the Service Provider or make any such

changes to the Customer Environment, that the Service Provider reasonably requires;

and

(h) the Service Provider may pursue any available equitable or other remedy against the

Customer as a result of a breach by the Customer of any provision of this Agreement.

10. Prohibited Use

10.1 The Customer acknowledges and agrees that this Agreement incorporates by reference the

terms of any acceptable use policy and fair use policy as set out on the Service Provider’s

Website or as provided to the Customer from time to time.

10.2 The Customer acknowledges and agrees that it must not, and will ensure each Authorised

User does not:

(a) use the SaaS Services to violate any legal rights of any person, the Customer or

other entity in any jurisdiction;

(b) use the SaaS Services in relation to crimes such as theft and fraud;

secrets, patents or other intellectual property and laws relating to spam or privacy;

(d) make any unauthorised copy of any copyrighted material owned or licenced by

the Service Provider;

(e) introduce malicious programs into the Service Provider’s System (e.g. viruses,

worms, trojan horses, e-mail bombs);

(f) reveal the Customer’s account password to others or allow use of the Customer’s

account the to those who are not the Customer’s Personnel or Authorised Users;

(g) use the SaaS Services to carry out security breaches or disruptions of a network.

(h) use the SaaS Services to circumvent user authentication or security of any of the

Customer’s hosts, networks or accounts or those of the Customer’s customers or

suppliers; and

(i) use any program/script/command, or sending messages of any kind, with the intent to

interfere with, or disable, any persons’ use of the SaaS Services.

11. Electronic Communication

11.1 The Service Provider may communicate with you by short message service (SMS) to the

mobile phone number listed on your account details or electronically, including sending you

Commercial Electronic Messages (as that term is defined in the SPAM Act 2003 (Cth)). You

consent to the Service Provider sending short message service (SMS) and Electronic

Communications to you.

11.2 Short message service (SMS) and electronically transmitted information cannot be

guaranteed to be secure or virus or error free and consequently such information could be

intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely

affected or unsafe to use. The Service Provider will not be liable to you in respect of any

error, omission or loss of confidentiality arising from or in connection with the short message

service (SMS) or electronic communication of information to you.

11.3 You undertake to provide the Service Provider with any changes to your contact information

including email address and mobile phone number. Should your contact details not be up-to–

date the Service Provider will not be liable to you in respect of any missed communications.

12. Yodlee Acknowledgement

12.1 The Customer acknowledges that in providing the Services, the Service Provider will require

the services of third parties, and that such third party services may be integrated with the

Services. This includes without limitation, certain services which is provided by Yodlee to the

Service Provider (Yodlee Services), noting that the Yodlee Services are integrated into the

Services. The Customer hereby confirms that it has read and understood this clause 12 and

provides informed consent that the Service Provider can integrate or use the Yodlee Services,

and any other services provided by third parties (Third Party Services) in providing the

Services.

12.2 Under the Agreement between Yodlee and the Service Provider, the Service Provider is

required to perform reasonable due diligence on each Customer (Due Diligence) prior to

allowing the Customer to have access to the Services. The Customer agrees to provide the

Service Provider with all information and assistance reasonably required by the Service

Provider for the Due Diligence and agrees that the Service Provider can provide such

information to Yodlee in order to satisfy the Due Diligence requirement.

12.3 As the Services contains the Yodlee Services and Third Party Services, the Customer further

acknowledges and expressly provides informed consent that Yodlee and such other third

parties:

(a) will have access to the Customer Data;

(b) can use the Customer Data to:

(i) provide and improve the Yodlee Services, Third Party Service and/or

Services (as applicable);

(ii) create and use aggregated data (which is usage information and Customer

Data that is de-identified) as permitted by law); and

(iii) for any purpose ancillary or associated with clause 12.3(b)(i) and 12.3(b)(ii),

13. Payment

13.1 The Customer must pay the Service Provider:

(a) the Fee; and

(b) any other amount payable to the Service Provider under this Agreement,

without set off or delay using the Payment Method and in accordance with clause 13.2.

13.2 For the avoidance of doubt, the Customer agrees and acknowledges that the Services are to

be provided on a monthly recurring subscription basis and all Fees are payable monthly in

advance. This means when the Customer “signs up” to be provided with the Services, they

will be required to pay the Fee monthly in advance, this will occur by means of a recurring

automatic debit on the Customer’s credit or debit card.

13.3 If any payment has not been made in accordance with the requirements of this Agreement,

the Service Provider may (at its absolute discretion) immediately cease providing the

Services.

14. Confidentiality

14.1 Subject to clause 14.2(b) and other provisions of this Agreement, each party must (and must

ensure that its Personnel do):

(a) keep confidential; and

(b) not use or permit any unauthorised use of,

all Confidential Information.

14.2 Clause 14.1 does not apply where:

(a) the information is in, or comes into, the public domain (other than by a breach of this

clause 14 by the relevant party);

(b) the relevant party has the prior written consent of the party that disclosed the

Confidential Information;

(d) the disclosure is required in order to comply with this Agreement, provided that the

party disclosing the Confidential Information ensures the recipient complies with the

terms of this clause 14; and

(e) the disclosure is to a professional adviser in order to obtain advice in relation to

matters arising in connection with this Agreement and provided that the party

disclosing the Confidential Information ensures the adviser complies with the terms of

this clause 14.

14.3 Each party acknowledges and agrees that monetary damages may not be an adequate

remedy for a breach of this clause 14. A party is entitled to seek an injunction, or any other

remedy available at law or in equity, at its discretion, to protect itself from a breach (or

continuing breach) of this clause 14.

14.4 This clause 14 will survive the termination or expiry of this Agreement.

15. Intellectual Property Rights

15.1 A party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an

item which exists prior to the Effective Date (Pre-Existing Material) will not be altered,

transferred or assigned by virtue of this Agreement.

15.2 The Customer grants to the Service Provider a non-exclusive, royalty free, non-transferable

and revocable licence to use any of the Customer’s Intellectual Property Rights including any

Pre-Existing Material as reasonably required for the Service Provider to provide the Services

to the Customer.

15.3 The Service Provider has the discretion (but not obligation) to terminate a Customer’s access

to and use of the Services if, the Service Provider determines that the Customer or its

Authorised Users are repeat infringer of the Intellectual Property Rights of the Service

Provider or third parties, or has otherwise breached any applicable policies (for example our

fair use policy).

15.4 This clause 15 will survive the termination or expiry of this Agreement.

16. Privacy

16.1 Each party and its Personnel agrees to comply with its obligations under the Privacy Act

1988 (Cth) and any other applicable legislation or privacy guidelines as amended from time to

time in relation to personal information collected, used or disclosed by that party or its

Personnel in connection with the Services and this Agreement.

16.2 Details on how the Service Provider complies with the Privacy Act 1988 (Cth) and how it

collects, discloses, holds or uses personal information is available in the Service Provider’s

from time to time. The Service Provider reserves the right to amend its Privacy Policy as

required from time to time.

16.3 The Service Provider will take all reasonable steps to notify the Customer in writing if it

becomes aware of any actual, threatened or suspected breach of Data where such breach

involves personal information.

16.4 The Customer warrants that it has obtained each of its Personnel’s informed consent for the

Service Provider, its related bodies corporate, and their respective Personnel to use, store,

manipulate or otherwise deal with the personal information contained in the Data.

16.5 The Customer must ensure that any collection, processing, use, disclosure and transfer by the

Customer and its Personnel of personal information in connection with the performance of its

obligations under this Agreement complies with all applicable privacy law and the privacy

policy of the Customer.

16.6 The Customer must co-operate with any reasonable requests or directions of the Service

Provider relating to the security, use, disclosure, and transfer of personal information, the

Service Provider’s legal obligations relating to the personal information, complaints relating to

the personal information and the rights of individuals to access and correct the personal

information or opt out of receiving any communications from or on behalf of the Customer.

16.7 The Service Provider will retain Customer’s information for as long as Customer account is

active or as needed to provide Customer services. Service Provider will retain and use

information as necessary to comply with legal obligations, resolve disputes, and enforce

agreements.

16.8 This clause 16 will survive the termination or expiry of this Agreement.

17. Representations and Warranties

17.1 General

Each party represents and warrants to each other party:

(a) it has full legal capacity and power to enter into this Agreement, to perform its

obligations under this Agreement to carry out the transactions contemplated by this

Agreement, to own its property and assets and to carry on its business;

(b) no Insolvency Event has occurred in respect of it;

accordance with its terms; and

(d) the execution and performance by it of this Agreement and each transaction

contemplated by it does not conflict with any law, order, judgment, rule or regulation

applicable to it or any document binding on it.

17.2 Service Provider

(a) The Service Provider warrants that to the best of its knowledge the Services do not

infringe the Intellectual Property Rights of any third party and there are no actual or

threatened proceedings for any intellectual property infringements in relation to the

SaaS Services.

(b) The Service Provider does not warrant that the Services will be error-free or will

operate without interruption or that, except as set out in this Agreement, the Services

will be performed in the manner intended by the Customer or the Services will meet

the requirements of the Customer.

17.3 Repetition

Each party makes the representations and warranties in clause 17.1 on each day on which it

is a party.

18. Indemnity and liability

18.1 The Service Provider is liable for the acts and omissions of all its Personnel as if they were

done by the Service Provider.

18.2 Despite anything to the contrary (but subject to clause 18.3), to the maximum extent permitted

by the law:

(a) the Service Provider’s maximum aggregate Liability arising from or in connection with

this Agreement (including the Services or the subject matter of this Agreement) will be

limited to, and must not exceed, in any calendar year, the total amount of Fees paid

to Service Provider in the prior calendar year; and

(b) the Service Provider will not be liable to the Customer for: (i) any loss of profit

(including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss

of opportunity, loss of savings (including anticipated savings), loss of reputation, loss

of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to

access or use the Service; (iii) any conduct or content of any third party on the

Services; (iv) any content obtained from the Services; nor (v) unauthorised access,

use or alteration of your transmissions or content,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

18.3 Clause 18.2 will not apply to the Service Provider’s Liability to the Customer under this

Agreement for any liability which cannot be excluded or limited by applicable law, including:

(a) fraud or criminal conduct; or

(b) death or personal injury.

18.4 Despite anything to the contrary, to the maximum extent permitted by the law, the Service

Provider will have no Liability, and the Customer releases and discharges the Service

Provider from all Liability, arising from or in connection with any:

(a) failure or delay in providing the Services;

(b) breach of this Agreement; or

where caused or contributed to by any:

(d) an event of Force Majeure;

(e) a fault or defect in any item of the Customer Environment; or

(f) act or omission of the Customer or its Personnel.

18.5 The Service Provider uses third-party Service Providers to host the Services. The Service

Provider will not be liable for any interruption to the Services, unavailability or outage, or any

interruption, unavailability or outage of the Customer’s Systems, caused by any such third–

party service provider.

18.6 The Customer agrees that, to the maximum extent permitted by the law, this Agreement

excludes all terms, conditions and warranties implied by statute, in fact or on any other basis,

except to the extent such terms, conditions and warranties are fully expressed in this

Agreement.

18.7 The Customer agrees to indemnify, and hold harmless, the Service Provider against all

Liabilities and Claims arising out of or in connection with:

(a) any and all unauthorised use of the SaaS Service;

(b) Authorised Users access or use of the Services;

Customer or its Personnel; and

(d) damage to any real or tangible property caused by any act or omission by or on

behalf of the Customer or its Personnel.

18.8 This Clause 18 will survive the termination or expiry of this Agreement.

19. Term

19.1 The Term of this Agreement takes effect on and from the Effective Date and continues for the

Initial Term, and thereafter indefinitely, unless this Agreement is terminated earlier in

accordance with the terms of this Agreement.

20. Termination

20.1 The Customer may terminate this Agreement at any time by cancelling the monthly

subscription to the Services via their customer account portal. For the avoidance of doubt, the

Service Provider will not under any circumstances refund any portion of the Fees paid. As the

subscription to the Services is on a recurring monthly basis, if the Customer terminates this

Agreement at any time during the month for which the Fee has been prepaid, the Customer

will still have access up to the last date for the period which has been prepaid. In order for the

Customer to not incur the recurring monthly Fee for the Service, they Customer must

terminate this Agreement at least 3 Business Days prior to the date on which their monthly

subscription Fee is due to be debited.

20.2 The Service Provider may terminate this Agreement by giving at least 30 Business Days’

notice to the Customer if the Customer is in breach (other than a trivial breach causing no

material harm) of any provision of this Agreement and, where the breach is capable of

remedy, the Customer has failed to remedy the breach within 30 Business Days of receipt of

written notice from the Service Provider describing the breach and calling for it to be

remedied.

20.3 The Service Provider may terminate this Agreement for convenience (and without the need to

provide any reasons) by giving at least 10 Business Days’ notice to the Customer.

20.4 The Service Provider may terminate this Agreement immediately by giving written notice to

the Customer where:

(a) an Insolvency Event occurs in relation to the Customer;

(b) the Customer commits a breach of this Agreement not capable of remedy; or

20.5 The Service Provider may suspend overdue accounts without notice to the Customer.

21. Events Following Termination

21.1 Upon termination of this Agreement, the Service Provider will:

(a) immediately stop performing the Services;

(b) immediately stop placing orders for supplies or services required in connection with

the performance of the Services; and

acknowledges that they will have no access to the Software as and from the

termination date and that it is the Customer’s responsibility to ensure they print a copy

of their Data before the termination date.

21.2 Upon termination of this Agreement, the Customer will immediately:

(a) cease and desist from any use of the Services;

(b) return to the Service Provider all property, including Confidential Information and

Intellectual Property, in its possession that belongs to the Service Provider; and

21.3 The expiry or termination of this Agreement for any reason will be without prejudice to any

rights or liabilities which have accrued prior to the date of expiry or termination of this

Agreement.

21.4 This clause 21 will survive the termination or expiry of this Agreement.

22. Subcontracting

The parties agree the Service Provider may engage subcontractors to perform the Services on its

behalf.

23. GST

23.1 Taxable supply

If GST is payable on any supply made under this Agreement, the recipient of the supply must

pay an amount equal to the GST payable on the supply. That amount must be paid at the

same time that the consideration is to be provided under this Agreement and must be paid in

addition to the consideration expressed elsewhere in this Agreement unless it is expressed to

be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a

tax invoice for the supply.

23.2 Adjustment events

If an adjustment event arises in respect of any supply made under this Agreement, a

corresponding adjustment must be made between the supplier and the recipient in respect of

any amount paid by the recipient under this clause, an adjustment note issued (if required),

and any payments to give effect to the adjustment must be made.

23.3 Payments

If the recipient is required under this Agreement to pay for or reimburse an expense or

outgoing of the supplier or is required to make a payment under an indemnity in respect of an

expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by

the amount of any input tax credit in respect of that expense or outgoing that the supplier is

entitled to.

23.4 GST terminology

The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”,

“supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax

System (Goods and Services Tax) Act 1999 (Cth).

23.5 This clause 23 will survive the termination or expiry of this Agreement.

24. General

24.1 Notices

(a) A notice or other communication given under this Agreement must be:

(i) in writing, in English and signed by the sender; and

(ii) addressed and delivered to the intended recipient by prepaid post or email in

accordance with the notice details last notified by the recipient to the parties.

(b) The Customer’s notice details are set out in the Customer’s account. The Service

Provider’s notice details are set out on the Website. A party may change its notice

details by written notice to the other parties, which, for the Customer, is by updating

their Account, and for Service Provider, is by updating the Website.

(i) when left at a party’s current address for notices;

(ii) if mailed, on the third Business Day after posting (if delivered to an address

within the same country) or on the tenth Business Day after posting (if

delivered to an address within another country); or

(iii) if sent by email, if sent before 5pm on a Business Day in the place of receipt

then on the Business Day when it is sent, otherwise on the following

Business Day.

(d) This subclause will survive the termination or expiry of this Agreement.

24.2 Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented,

restricted or interfered with by reasons of Force Majeure and the affected party unable to

carry out its obligations gives the other party prompt written notice of such event, then the

obligations of the affected party invoking this provision shall be suspended to the extent

necessary by such event. The affected party shall use reasonable efforts under the

circumstances to remove such prevention, restriction or interference or to limit the impact of

the event on its performance and must continue to perform with reasonable dispatch when the

Force Majeure is removed.

24.3 Waiver

Any failure or delay by a party in exercising a power or right (either wholly or partially) in

relation to this Agreement does not operate as a waiver or prevent that party from exercising

that power or right or any other power or right. A waiver must be in writing.

24.4 Powers, rights, and remedies

Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of

a party under this Agreement are cumulative and in addition to any other powers, rights and

remedies the party may have.

24.5 Consents or approvals

Except as provided in this Agreement, a party may give, attach conditions to or withhold any

consent or approval under this Agreement at its sole and absolute discretion. A party is not

obliged to give reasons for giving or withholding its consent or approval or for giving its

consent or approval subject to conditions.

24.6 Assignment

No party may assign, transfer or otherwise deal with all or any of its rights or obligations under

this Agreement without the prior written consent of the other parties. Any purported dealing

in breach of this clause 24.6 is of no force or effect.

24.7 Further assurance

Each party must promptly do all things and execute all further documents necessary to give

full force and effect to this Agreement and their obligations under it. This subclause will

survive the termination or expiry of this Agreement.

24.8 Costs and expenses

Each party must pay its own costs and expenses (including legal costs) in connection with the

negotiation, preparation, and execution of this Agreement and any document relating to it.

24.9 Relationship of parties

(a) This Agreement is not intended to create a partnership, joint venture or agency

relationship between the parties.

(b) Nothing in this Agreement gives a party authority to bind any other party in any way.

24.10 Links to Third parties

(a) The Services may contain links to third-party web Websites or services that are not

owned or controlled by the Service Provider.

(b) The Service Provider has no control over, and assumes no responsibility for, the

content, privacy policies, or practices of any third party web Websites or services.

The Customer further acknowledges and agree that the Service Provider shall not be

responsible or liable, directly or indirectly, for any damage or loss caused or alleged

to be caused by or in connection with use of or reliance on any such content, goods

or services available on or through any such web Websites or services.

24.11 Independent legal advice

Each party acknowledges and agrees that it has had an opportunity to read this Agreement, it

agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek

independent legal advice about its terms.

24.12 Severance

(a) If a provision of this Agreement is held to be void, invalid, illegal or unenforceable,

that provision must be read down as narrowly as necessary to allow it to be valid or

enforceable.

(b) If it is not possible to read down a provision (in whole or in part), that provision (or that

part of that provision) is severed from this Agreement without affecting the validity or

enforceability of the remainder of that provision or the other provisions in this

Agreement.

24.13 Entire agreement

The Agreement contains the entire understanding between the parties, and supersedes all

previous discussions, communications, negotiations, understandings, representations,

warranties, commitments and agreements, in respect of its subject matter.

24.14 Amendment

This Agreement may only be amended by written document executed by all parties.

24.15 Cumulative Rights

(a) The rights arising out of this Agreement do not exclude any other rights of either

party.

(b) Each indemnity in this Agreement is a continuing obligation that is separate and

independent from the other obligations of the parties under this Agreement.

indemnity under this Agreement.

24.16 Governing law and jurisdiction

This Agreement is governed by the laws of South Australia. Each party irrevocably and

unconditionally submits to the exclusive jurisdiction of the courts operating in South Australia

and any courts entitled to hear appeals from those courts and waives any right to object to

proceedings being brought in those courts.