A. The Company is in the business of providing accounting services and online accounting solutions, including the service known as ‘Just Done’.
B. The Client wishes to engage the Company to provide the Services on the terms and conditions of this Agreement.
2.1. Without limiting the way in which you may become bound by this Agreement, the Client will be deemed to have accepted and will be bound by the terms and conditions of this Agreement by signing a document agreeing to be bound by this Agreement, by electronically indicating its acceptance of this Agreement, or by proceeding with the Services.
2.2. Subject to payment of the Fees, the Company agrees to provide the Services in accordance with this Agreement.
2.3. The specific Services and the particulars of those Services which the Company provides will be as described in a Quote. The parties may have any number of Quotes in place at the same time, and each Quote will be read together with this Agreement, together forming this Agreement. The Client agrees that the Company may refuse to agree to a Quote and may refuse to provide any requested services without a Quote being agreed.
2.4. The Client acknowledges and agrees that the appointment is non-exclusive and that the Company may be engaged by other clients to provide services (including services similar to the Services) during the period of the appointment.
3. FEES & EXPENSES
3.1. The Client agrees to pay the Company the Fees by the due date and method specified in any invoice (or within 14 days of the date of any invoice if no due date is specified), or in accordance with any payment terms otherwise agreed in a Quote.
3.2. The Company may require the Client to provide it with an authorisation to direct debit the Fees from the Client’s credit card or nominated bank account. Once authorisation is provided the Fees will be automatically debited by the Company.
3.3. The Client agrees to provide the Company with all necessary information to enable the issuing of an invoice and/or taking of payment, and to inform the Company promptly of any change to that information.
3.4. The Company may incur expenses that are directly attributable to providing the Services (including without limitation filing fees, registration fees, bank charges, courier fees, long distance telephone calls and other administrative expenses) (Expenses). If the Fees are agreed in the Quote to exclude Expenses, the Client agrees to pay all properly incurred Expenses, provided that individual Expense items over $100 are approved by the Client prior to being incurred.
3.5. The Company may increase the Fees from time to time on notice to the Client (Increase Notice), but the Client will have 30 days from the date of any Increase Notice to provide the Company with written notice terminating an affected Quote. A failure by the Client to terminate a Quote in accordance with the foregoing will be deemed as acceptance of the increased Fees.
3.6. The Client agrees that all Fees or Expenses not paid in full on the due date are debts due and payable immediately. The Client agrees to pay all of the Company’s reasonable costs of recovering such debts (which may include debt collection or legal fees). The Company reserves the right to charge, and the Client agrees to pay, interest on any debt owed by the Client under this Agreement, at a rate of 2% above the Commonwealth Bank of Australia’s commercial lending rate at the time of charging.
4.1. Preparation and maintenance of accounting records
The Client acknowledges and agrees that, unless otherwise approved in writing by the Company, the following assumptions will apply to any preparation and maintenance of accounting records which form part of the Services:
(a) the Services are provided, in each case, in respect of businesses which account on a cash basis only, in respect of a single business bank account and a single credit card used only for business purposes;
(b) the Company is not responsible for income, expenses, taxes, interest or otherwise, whether reported or unreported, in connection with any additional bank account or credit card;
(c) the Company is not responsible for any audits conducted on such other accounts by the Australian Taxation Office or any other statutory or regulatory authority;
(d) the Company may, in their sole discretion, refuse to provide the Services in respect of accounts predating the Quote (Historical Accounts). If the Company agrees to provide the Services in respect of Historical Accounts, additional Fees and conditions may be applicable;
(e) the Company will use their discretion as to the allocation of transactions and unless otherwise advised by the Client, all large transactions (as determined by the Company) will be processed as drawings. the Company will not be liable for or any loss, damage, cost, or claim suffered or incurred by the Client (or otherwise) in connection with the incorrect allocation of any transaction;
(f) the Client is required to review all transaction allocations (as set out in cash statements or other reports provided by the Company) and must notify the Company immediately upon becoming aware of any incorrect allocation; and
(g) the Client is required to continually update the Company with all relevant Client Information. Any Client Information relating to a specific accounting period must be provided within 1 Business Day of the end of such period or will be processed in the following period, or at the end of the financial year, as determined by the Company.
4.2. Payroll and business activity statement (BAS) services
The Client acknowledges and agrees that, unless otherwise approved in writing by the Company, the following assumptions will apply to any payroll and BAS services which form part of the Services:
(a) all payroll debt will be extinguished by the Client at the time of the payroll run (weekly);
(b) when all wages are paid, PAYG and superannuation will also be paid by the Client; and
(c) the BAS will begin to be processed two business days after the end of the accounting and reporting period and shall be based on Client Information already received. Any additional Client Information received after processing is complete will be processed and reconciled at the end of the financial year.
4.3. Annual tax returns
The Client acknowledges and agrees that, unless otherwise approved in writing by the Company, the following assumptions will apply to the preparation and lodgement of any annual tax returns which form part of the Services:
(a) additional fees will apply if the Client has invested in any property, shares or other investments or income outside of the business that is being processed; and
(b) the Company will not be responsible for any unreported interest (including from other bank accounts).
4.4. Additional services
If any of the assumptions set out in this clause do not apply or are incorrect, the Company reserves the right, at their sole discretion, to charge additional Fees for completing the Services or to refuse to complete the Services and terminate the relevant Quote or this Agreement (in whole or in part).
5. TAX RETURN PREPARATION SERVICES
The Client acknowledges and agrees the following:
5.1. A taxpayer is responsible under self-assessment to keep full and proper records in order to facilitate the preparation of a correct return. Whilst the Commissioner of Taxation will accept claims made by a taxpayer in an income tax return and issue a notice of assessment, usually without adjustment, the return may be subject to later review. Under the taxation law such a review may take place within a period of up to six (6) years after tax becomes due and payable under the assessment. Furthermore, where there is fraud or evasion there is no time limit on amending the assessment. Accordingly, the Client must check the return before it is signed to ensure that the information in the return is accurate.
5.2. Where the application of a taxation law to the Client’s particular circumstances is uncertain the Client will also have the right to request a private ruling which will set out the Commissioner’s opinion about the way a taxation law applies, or would apply, to the Client in those circumstances. The Client must provide a description of all of the facts (with supporting documentation) that are relevant to the Client’s scheme or circumstances in the Client’s private ruling application. If there is any material difference between the facts set out in the ruling and what the Client actually does the private ruling is ineffective.
5.3. If the Client relies on a private ruling the Client has received, the Commissioner must administer the law in the way set out in the ruling, unless it is found to be incorrect and applying the law correctly would lead to a better outcome for the Client. Where the Client disagrees with the decision in the private ruling the Client can lodge an objection against the ruling if it relates to income tax, fuel tax credit or fringe benefits tax. The time limits in lodging an objection will depend on whether the Client is issued an assessment for the matter (or period) covered by the private ruling.
6.1. Except where this Agreement states otherwise, each amount payable by a party under this Agreement in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount, and at the same time, pay to the supplier the GST payable in respect of the supply.
6.2. A party’s obligation to pay an amount under clause 5.1 is subject to a valid tax invoice being delivered by the other party.
7.1. The Company warrants and represents to the Client that:
(a) the Company has all necessary rights, power, and authority to enter into and perform its obligations under this Agreement;
(b) the Company will comply with all applicable laws in performing the Services;
(c) the Company will engage appropriately skilled and experienced personnel to provide the Services; and
(d) the Company will use the Client Information only for the purpose of providing the Services and as otherwise set out in this Agreement.
7.2. The Client warrants and represents to the Company that:(a) the Client has all necessary rights, power, and authority to enter into and perform its obligations under this Agreement and is able to pay its debts as and when they fall due;(b) the Client will comply with all applicable laws in its use of the Services;(c) all Client Information provided to the Company is true, complete and accurate in all necessary respects; and(d) the Client Information, as well as the Company’s use of that information in accordance with this Agreement, does not and will not infringe the rights of any person or any applicable law.
7. INFORMATION & ACCESS
7.1. The Client agrees to promptly provide to the Company all information, accesses, permissions, approvals, data, materials, and documents that are relevant to or necessary for the Company to provide the Services (Client Information) and agrees to notify the Company as soon as it becomes aware of any error, incompleteness, inaccuracy or defect in the Client Information.
7.2. The Client acknowledges that it is not an offence to refuse to provide the Client’s tax file number to the Company. However, the Client acknowledges that a failure to provide the Client’s tax file number as requested by the Company may result in the Company suspending or terminating the Services in accordance with clause 13.5.
7.3. The Client acknowledges that it is not a breach of this Agreement to refuse to provide the Client Information. However, the Client acknowledges that a failure to provide the Client Information as requested by the Company may result in the Company suspending or terminating the Services in accordance with clause 13.5
7.4. The Client acknowledges that it is solely responsible for the accuracy of the Client Information provided and the Company will not independently verify the accuracy of the Client Information.
7.5. The Client agrees that the Company will not be liable for any loss or damage arising from reliance on, or inaccuracy or defect in, any Client Information supplied by or on behalf of the Client.
7.6. The Client will promptly perform its obligations under this Agreement, including satisfying any requirements for performance, disclosure, or delivery by the Client that are specified in a Quote, and provide the Company with all assistance reasonably required by the Company to enable the Company to provide the Services.
7.7. The Client acknowledges that it is required to keep copies of all receipts for business expenses in respect of which the Company provides the Services and may be required to produce such receipts from time to time.
7.8. If (and to the extent) necessary to provide the Services, the Client will allow the Company and its employees, contractors, or agents reasonable access to the Client’s business premises during ordinary business hours. The Company will give reasonable prior notice of any required in-person access, and will otherwise only access the Client’s premises as approved or requested by the Client. The Company will comply, and where applicable will ensure that its employees, contractors, and agents comply, with any reasonable direction of the Client (including any OH&S policy notified in writing) in respect of accessing the Client’s premises.
7.9. The Client indemnifies the Company for any loss, cost, damage, or claim suffered or incurred by the Company and arising in connection with personal injury, death, or damage to the property of the Company, its employees, contractors, or agents while on the Client’s premises (except to the extent that it is caused by the negligence of the Company, its employees, contractors, or agents).
7.10. The Company may access the Client’s online bank accounts and systems remotely at any time for the purposes of providing the Services, but the Company will only do so in a way that minimises disruption to the Client’s use of those networks, accounts and systems (to the extent that is reasonably practicable).
8. COMPANY SOFTWARE
8.1. The Company may provide the Client with access to software or solutions (Software) in the course of providing the Services.
8.2. The Company hereby grants the Client a royalty-free, non-exclusive licence to use the Software for the purpose of receiving the Services from the Company and in accordance with this Agreement.
8.3. The licence provided by the Company under this clause will expire on termination of this Agreement and may also be terminated at any time by the Company, with or without notice to the Client.
8.4. Subject to clause 14.3, Software provided by the Company is strictly on an “as is” basis, and the Company will not be liable for any error, failure, delay or interruption in the supply of any such Software or services, or any resulting loss.
9. THIRD PARTY SOFTWARE AND SERVICES
9.1. The Company may provide the Client with Products, services or recommend Software in the course of providing the Services, that are licensed by or outsourced to a third party (Third Party).
9.2. The Company may require that the Client, at its expense, obtain any required licence from a Third Party directly. In such instances, the Client enters into a direct contractual relationship with the Third Party and the Company is not a party to that relationship. Reading and understanding any Third Party licence terms is the sole responsibility of the Client.
9.4. As at the date of this Agreement, the Company utilises the services and/or Software of Yodlee, Inc., a Delaware corporation, having its principal place of business at 3600 Bridge Parkway, Suite 200, Redwood City, California 94065 (“Yodlee”) and as such requires the Client to comply with the end user terms set out in Annexure A. the Company reserves the right to terminate its relationship with Yodlee at any time without notice to the Client. Where such termination will affect the Services being provided to the Client, the Company shall notify the Client in writing, including setting out the likely affect and the Company’s proposed resolution.
9.5. The Company will provide the Client with notice in writing if the cost of obtaining any licences, Software or services from any Third Party is not included in the Fees as agreed in a relevant Quote, and will not incur any such fees without the Client’s approval.
9.6. Subject to clause 14.3, the Third Party Products, Software and services are supplied or recommended by the Company strictly on an “as is” basis, and the Company will not be liable for any error, failure, delay or interruption in the supply of any such Software or services, or any resulting loss.
9.7. Without limiting the foregoing, the Company will not be liable for or any loss, damage, cost, or claim suffered or incurred by the Client in connection with the use of a Third Party’s Software or services, except to the extent that such loss, damage, cost, or claim is caused by a negligent act or omission of the Company.
9.8. The Company’s sole obligation to the Client in relation to any failure, defect, or error in a Third Party’s products or services is to assist the Client in obtaining support from the Third Party in relation to the failure, defect, or error.
10.1. In this clause 10, “Confidential Information” means the terms of this Agreement and all information of a confidential or sensitive nature (including Intellectual Property), whether in writing or otherwise of or concerning a party or its employees, agents, clients, customers, suppliers or contractors under, acquired by the other party in contemplation of, or in connection with the Services.
Confidential Information will not include any information that is in the public domain or intended to come into the public domain, including as a result of the performance of the Services (other than through a breach of this Agreement).
10.2. Each party acknowledges that it may receive Confidential Information of the other party and agrees to keep that Confidential Information secret, to protect and preserve its confidential nature, and not use it or disclose it to any person (or allow or assist or make it possible for any person to observe or have access to it) without the other party’s prior consent, except to the extent reasonably necessary to:
(a) provide the Services;
(b) obtain professional advice in relation to the Services;
(c) comply with this Agreement; or
(d) comply with disclosure obligations required by law, provided that the other party is given reasonable notice of the required disclosure.
10.3. The provisions of this clause 10 continues in force notwithstanding completion of the Services or the termination of this Agreement for any reason.
11.2. Personal information collected by the Company in performance of this Agreement will be treated as Confidential Information for the purposes of clause 7, and will only be collected, used, held, or disclosed for the purposes of providing the Services, and otherwise with consent of the Client.
11.3. The Client warrants that it has obtained the consent of any relevant person to:
(a) disclose any personal information constituting the Client Information, or otherwise provided in connection with this Agreement, to the Company (including its employees, contractors, and any Third Party); and
(b) the Company (including its employees, contractors, and any Third Party) using and disclosing any personal information constituting the Client Information, or otherwise provided in connection with this Agreement, in providing the Services (including after the termination or expiration of this Agreement).
2. Both parties agree to comply with the applicable provisions of the Privacy Act 1998, the SPAM Act 2003, and any other applicable law in dealing with any information provided by the other party.
12. INTELLECTUAL PROPERTY
12.1. Nothing in this Agreement affects the ownership of any Intellectual Property owned by either party before this Agreement or independently of this Agreement or the Services.
12.2. The Client grants to the Company a royalty-free, non-exclusive licence to use the Client’s Intellectual Property contained in the Client Information for the purpose of providing the Services during the Term of the relevant Quote.
12.3. All Intellectual Property created for the purposes of, or arising as a result of, the performance of the Services or this Agreement (Services IP) will be owned by the Company.
12.4. Apart from the limited licences granted under this Agreement, the Client has no claim or ownership of any Intellectual Property in any Software or Services Intellectual Property provided by the Company.
13. TERM & TERMINATION
13.1. This Agreement will commence on the Commencement Date and continue in effect unless terminated in accordance with this clause 13. A Quote will commence on the start date specified in that Quote and continue in effect for the whole of the Term of that Quote, unless terminated earlier in accordance with this clause 13 or in accordance with any additional rights of termination, as specified in clause 13.3.
13.2. For the avoidance of doubt, where a Quote is entered into during a calendar month, the Quote will be deemed to commence from the first day of that month and the Services will be provided in respect of the entire calendar month.
13.3. Any right of termination provided in an annexure or Special Condition applies in addition to this clause 13 and does not have the effect of replacing any right herein, unless expressly agreed between the parties.
13.4. Either party may terminate this Agreement and/or any one or more Quotes immediately upon written notice to the other party (the Relevant Party) if:(a) the Relevant Party commits a material breach of this Agreement which is incapable of being remedied or, if the breach is capable of being remedied, the Relevant Party fails to remedy the breach within 7 days after being required in writing to do so;(b) the Relevant Party or any of its employees, agents or representatives commits an act of dishonesty, serious misconduct or serious neglect of duty in relation to the Services or this Agreement; or(c) the Relevant Party enters or threatens to enter into bankruptcy, liquidation or other type of insolvency, has an administrator or liquidator appointed in respect of it or its assets, or is otherwise unable to pay its debts as and when they become due.
13.5. The Company may terminate, or suspend the supply of the Services under, this Agreement and/or any one or more Quotes immediately upon written notice to the Client if the Client:(a) Fails to meet any of the requirements, including as set out in clause 3 or any relevant Quote, for the Company to provide the Services(b) fails to pay any Fees, Expenses, or other amounts on or by the due date for payment and otherwise in accordance with this Agreement;
(c) ceases or fails to provide within a reasonable time any information (including any Client Information) or assistance reasonably necessary for the Company to provide any part of the Services; or
(d) acts fraudulently or dishonestly or otherwise in breach of any relevant law.
13.6. Either party may terminate this Agreement on 30 days’ written notice if no Quote has been in force for a period of at least 30 days prior to the date of the notice.
13.7. For the avoidance of doubt, termination of this Agreement under clauses 13.4 or 13.5 will result in the termination of any Quote in force at the date of termination, but termination of a Quote alone will not affect the operation of this Agreement in respect of any other then current or future Quote.
13.8. If the supply of the Services is suspended in whole or in part under clause 13.5, the Company may, at its sole election:(a) end that suspension if and when the relevant breach is cured and the Company has the resources available to re-commence supply of the Services;(b) continue the suspension until such time as the Company has the resources available to re-commence supply of the Services; or(c) provide notice of termination at any time if the issue constituting grounds for suspension under clause 13.5 has not been remedied,and the Client agrees that the Company will not incur any liability in respect of the failure to supply the Services during any period in which those Services are suspended.
13.9. If this Agreement or a Quote is suspended or terminated by either party:
(a) the Company will cease providing the relevant Services (however any BAS and/or tax return lodgements due for lodgement prior to or on the date which the suspension or termination became effective will be completed);
(b) the Client must immediately pay the Company all Fees and Expenses due or incurred up to the date of termination in connection with those Services. If an authorisation has been given in accordance with clause 2.2, the Fees and Expenses may automatically be charged to your credit card or direct debited from your nominated bank account; and
(c) the Company will cease providing the Client with access to the Client dashboard or other Software (including all accounting information on the dashboard) 7 days after the date of such termination or suspension.
13.10.For the avoidance of doubt, following termination the Client must pay the Company for all work performed in accordance with this Agreement regardless of whether that work has been delivered or invoiced to the Client.
14. LIABILITY & INDEMNITY
14.1. Except as expressly set-out in this Agreement, The Company provides the Services on an “as is” basis and excludes any and all warranties, representations, implied terms and/or liability arising in connection with the Services or this Agreement.
14.2. In respect of any liability of the Company which cannot be excluded in accordance with clause 14.1, the Company limits its liability to the Client (to the maximum extent permitted by law):(a) under any applicable consumer guarantees in the Australian Consumer Law in relation to the supply of the Services to either, at the Company’s discretion, the supply of the relevant Services again or the payment of the cost of having those Services supplied again; and(b) for breach of agreement, negligence, breach of statutory duty or any other cause of action other than a breach of an applicable consumer guarantee (regardless of how that liability is caused), arising under this Agreement or related to any Services, in aggregate to the total Fees paid by the Client for the relevant Services.
14.3. The Client continuously indemnifies the Company, and its directors, employees, agents, and assigns, for and against any loss, damage, cost, or claim (including in negligence) incurred by the Company arising from or in connection with the Client’s breach of this Agreement or any relevant law.
14.4. Neither party will be liable for any consequential, collateral, special, incidental, indirect, exemplary or punitive damages, including, without limitation, loss of profits or revenue, loss of opportunity or loss or destruction of data, costs of cover, costs of delay, however caused and based on any theory of liability, for any claims or causes of action arising out of or related to this Agreement or the Services.
15. DISPUTE RESOLUTION
15.1. A party must not commence court proceedings in relation to a dispute until it has exhausted the procedures in this clause 15, unless the party seeks urgent injunctive or interlocutory relief.
15.2. If a dispute arises between the parties, either party may give notice of the dispute (Dispute Notice) to the other party. If a Dispute Notice is given:
(a) the Client’s representative and the Company’s representative must negotiate as soon as possible in an effort to resolve the dispute;
(b) if the dispute is not resolved within 7 days of the Dispute Notice being given, the Managing Directors (or equivalent) of the parties must meet to attempt to resolve the dispute within 14 days; and
(c) if the dispute is not resolved within 21 days of the Dispute Notice being given, either party may instruct the President of the Law Institute of Victoria to appoint an independent mediator to resolve the dispute by mediation and the parties must participate in the mediation in good faith and equally share the costs of the mediation.
16.1. Subcontractors: The Client agrees that the Company may without notice engage subcontractors or other professional consultants to assist the Company in providing the Services.
16.2. No employment: Nothing contained in this Agreement constitutes the relationship of joint venture, partnership, or employment between the parties and it is the parties’ express intention to deny such relationships.
16.3. Assignment: The Company may by written notice to the Client assign, transfer, subcontract or otherwise dispose of, in whole or in part, its rights under this Agreement. The Client must not assign or novate this Agreement without the Company’s prior written consent.
16.4. Variation: This Agreement may only be amended or modified in writing signed by the parties.
16.5. Notices: Any notice or demand to be given or made under this Agreement must be in writing signed by a party’s authorised representative. A notice will be deemed to be received (a) in the case of a notice given by hand, on delivery; (b) in the case of a notice sent by pre-paid post, 5 days following the date of postage; (c) in the case of a notice sent by facsimile, on the date the notice was sent provided that the sending facsimile machine confirms by a printed report that the facsimile was successfully sent; and (d) in the case of a notice sent by email, upon the recipient or their mail server confirming receipt of the email.
16.6. Entire agreement: It is expressly acknowledged, by and between the parties, that this Agreement contains the entire agreement concluded between the parties, and that this Agreement supersedes any and all prior agreements, representations, or understandings between the parties, whether written or oral, in respect of the same subject matter. To the extent that any inconsistency arises:
(a) between this Agreement and an annexure, this Agreement will prevail;
(b) between this Agreement (including any annexure) and a Quote, this Agreement will prevail except over any Special Condition included in that Quote; and
(c) between two or more Quotes, the most recently agreed Quote will prevail over any prior agreed Quote.
16.7. Waiver: Any waiver of a right or remedy under this Agreement will only be valid if the waiver is given in writing and signed by the party giving the waiver.
16.8. Survival: Clauses 2.1, 2.6,7.1, 7.8, 10, 13.9, 13.10, 14, 15 and 16 and will continue in force notwithstanding the termination or expiration of a Quote or this Agreement in its entirety for any reason.
16.9. Severance: If a provision of this Agreement or part thereof is unenforceable, then that provision (or relevant part) may be severed without affecting the enforceability of any other provision of this Agreement.
16.10.Governing law: This Agreement is governed by and must be construed in accordance with the laws of Victoria, Australia, and the parties irrevocably consent to the jurisdiction of the courts there.
In this Agreement capitalised terms have the meaning given to them in context, or otherwise as set out below:
1.Agreement means these terms of service, including any annexures, read together with each Quote.
2. Australian Consumer Law means the law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
3.Client means any person the Company supplies the Services to, including a person named as the Client on a Quote.
4.Client Information has the meaning as set out in clause 7.1.
5. Commencement Date means the date on which this Agreement is entered into.
6.Company means Fast Rabbit Pty Ltd (ACN 163 052 659).
7.Fees means the fees payable by the Client under this Agreement, including but not limited the fees as set out in any Quote or the Company invoice.
GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
8.Intellectual Property means all present and future intellectual property, including works or other subjected matter of copyright, trade marks, designs, patents, circuit layouts, business or domain names, inventions, knowhow, confidential information and trade secrets, arising anywhere in the world, whether registered or unregistered, and any rights subsisting in or connected with that intellectual property, including any moral rights.
9.Product means any software, hardware, or software-as-a-service solution supplied by the Company to the Client.
10.Professional Standards Legislation means the Professional Standards Act 2003 (VIC) and the Professional Standards Regulations
11.Services means, generally, any services or Products provided by the Company to the Client under this Agreement and, specifically, the
services or Products described in a Quote.
12.Special Condition means any special condition agreed in writing between the parties under a Quote, which is intended to modify this Agreement.
Term means, in respect of a Quote, the term specified in that Quote (or, if no term is specified, then the period from the commencement of the supply of the relevant Services to the date on which the Services are last supplied) and, in respect of this Agreement, the period from the Commencement Date to the termination of this Agreement under clause 13.
Quote means any document agreed between the parties in writing which describes the Services to be supplied by the Company to the Client and the Fees to be paid by the Client as consideration for those Services, and may include an invoice or quote provided by the Company and accepted by the Client, or an online order form which describes the Services and is accepted by the Client.
1. ANNEXURE A – YODLEE END USER TERMS AND CONDITIONS:
1.1. Definitions. In this Annexure, the Client will be referred to and “You” and “Your”. References to the “Services” means the services provided by Yodlee and the services provided by the Company in conjunction with Yodlee’s services or Software, either individually or together, as the case may be. Words and phrases defined in the Agreement will otherwise have the same meaning in this annexure unless otherwise indicated.
1.2. Provide Accurate Information. You, the end user, agree to provide true, accurate, current and complete information about Yourself and Your accounts maintained at other web sites and You agree to not misrepresent Your identity or Your account information. You agree to keep your account information up to date and accurate.
1.3. Proprietary Rights. You are permitted to use content delivered to you through the Service only on the Service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, You agree not to reverse engineer or reverse compile any of the Service technology, including but not limited to, any Java applets associated with the Service.
1.4. Content You Provide And Is Derived by Use of the Service. You are licensing to the Company and its service providers including Yodlee (“Service Provider”) any information, data, passwords, materials or other content (collectively, “Content”) You provide through or to the Service. Company and Service Provider may use, modify, display, distribute and create new material using such Content to provide the Service to You. Company and Service Provider may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the Service. By submitting Content, You automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Company and Service Provider may use the Content for the purposes set out above. As between Company and Service Provider, Company owns Your confidential account information.
1.5. Third Party Accounts. By using the Service, you authorise Company and Service Provider to access third party sites designated by You, on Your behalf, to retrieve information requested by You, and to register for accounts requested by You. For all purposes hereof, You hereby grant Company and Service Provider a limited power of attorney, and you hereby appoint Company and Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for You and in Your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use Your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as You might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN COMPANY OR SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, COMPANY AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorisation, agency and power of attorney granted by You. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the Service.
1.6. Disclaimer of warranties. You expressly understand and agree that:
(a) Your use of the Service and all information, products and other content (including that of third parties) included in or accessiblefrom the service is at Your sole risk. The Service is provided on an “as is” and “as available” basis. Company and Service Provider expressly disclaim all warranties of any kind as to the service and all information, products and other content (including that of third parties) included in or accessible from the Service, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
(b) Company and Service Provider make no warranty that (i) the Service will meet Your requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, Services, information, or other material purchased or obtained by You through the Service will meet Your expectations, or (v) any errors in the technology will be corrected.
(c) Any material downloaded or otherwise obtained through the use of the Service is done at Your own discretion and risk and You are solely responsible for any damage to Your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by You from Company or Service Provider through or from the Service will create any warranty not expressly stated in these terms.
1.7. Limitation of liability. You agree that neither Company or Service Provider nor any of their affiliates, account providers or any of their affiliates will be liable for any harms, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if Company or Service Provider has been advised of the possibility of such damages, resulting from: (i) the use or the inability to use the Service; (ii) the cost of getting substitute goods and services, (iii) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Service; (iv) unauthorised access to or alteration of Your transmissions or data; (v) statements or conduct of anyone on the service; (vi) the use, inability to use, unauthorised use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or (vii) any other matter relating to the Service.
1.8. Indemnification. You agree to protect and fully compensate Company and Service Provider and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from Your use of the Service, Your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.
1.9. You agree that Service Provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Service Provider were a party to this Agreement.