Reckon Licence Agreement for Desktop Products
This Licence agreement applies to the following products and services and the related user guides and materials provided by Reckon Limited (ABN 14 003 348 730) (Reckon, us, or we):
• Reckon Accounts Business Range (including Reckon Accounts Accounting, Reckon Accounts Plus, Reckon Accounts Premier and Reckon Accounts Enterprise)
• Reckon POS (including Reckon Desktop Point of Sale Lite and Reckon Desktop Point of Sale Pro) and Reckon Payroll Premier (single and multi-user editions)
• Reckon Personal (including Reckon Accounts Personal Plus and Reckon Accounts Home and Business)
Please read this Licence agreement carefully. If you licence any of the Software, then you agree to be bound by this Licence agreement.
THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY.
Please refer to the website for details of the Software, minimum requirements and functionality. There are a number of technical features within the Software that may affect your ability to continue to use the Software. These are outlined in more detail in the terms of the Licence, but in summary:
- You are purchasing the right to use the Software, not to own it;
- If you have been provided with a Trial Version, you may only use the Software on a temporary basis to evaluate the Software’s functionality and suitability for your requirements;
- The Software contains registration and activation processes to guard against illegal copying;
- To continue using the Software, those processes require you to verify your compliance with the terms under which you are licensed to use the software (for example: the number of computers on which the software is installed) and to permit continued reactivation of the Software from time to time. This involves, in all versions, periodically verifying your licence details, and in the annual subscription version, renewing your subscription when it falls due. Reckon may also verify subscription customers during a subscription period and not only at renewal. You will also need to reactivate your Software if you want to reinstall it (for example, if you upgrade your computer or if you have a hard drive failure);
- When you purchase the Software or during the course of your subscription you will be provided with an installation key code (“IKC”). Please keep the installation key code in a safe place. You will need it when you first install, reactivate or re-install (if permitted) the Software. Please note if you lose your IKC that it may not be replaced by Reckon and you will not be able to install or reinstall the Software. If you need to retrieve your IKC, you must contact Reckon and verify your account details;
- There will be no charge to activate the Software initially or to reactivate your Software when you verify your licence details;
- If you do not renew your subscription, which also requires you to install and use the updated Software or if you do not verify your licence details (as applicable) within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records); and
- Reckon has a ‘sunset policy’ which means that technical support is not available for some older versions of the Software. This includes the ability to install or re-install that Software for any reason if you have lost your IKC for those old versions. If you have lost your IKC, Reckon may be able to replace or retrieve it for you provided that you can verify your account details. If you have lost your IKC and it cannot be replaced and you wish to continue using the Software, you will need to purchase a new copy of the current version of that Software.
- Reckon BankData: You must have compatible Reckon Accounts Business Range software (excluding EasyStart) or as specified on the Website, which may be updated from time to time to access bank data feeds. You will require internet access. Your access to the bank data feeds are subject to your bank’s terms and conditions and their acceptance of your application to supply the bank data feeds. This Licence will entitle you to the number of bank data feed import transactions for you which you have subscribed and paid, subject to Reckon’s Fair Use Policy as updated from time to time, located here. This licence is not transferable between other Reckon Software (eg. Reckon One). You must purchase a separate licence for each other Reckon product in which you want to import bank data feeds.
- Use of Software is not provision of tax, accounting or other professional advice:
- The information contained in the Software may contain features designed to assist you in complying with the requirements of relevant legislation.
- In providing you with information which may relate to relevant legislation, Reckon is not engaged in rendering legal, accounting or other professional services and that nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on this Software.
- While relevant reports produced using the Software will be compliant with legal requirements at time of release, as these requirements may change from time to time, you should confirm compliance with your professional adviser before relying on any such reports.
- The help contained in this Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
- Third Party Online Services: The Services may contain access to, or features that interface with, third party online services (“Third Party Online Services”). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services including the cost of internet access. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services or accept any liability or responsibility for any loss or damage relating to the Third Party Online Services except as required by the Consumer Guarantees. Back up & Data Retention: You should ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability with regard to your use of the Software, including but not limited to, loss of data. In addition, you should confirm your data retention requirements for tax and compliance purposes with your professional adviser.
Reckon’s Contact details:
Business Address: Level 2, 100 Pacific Highway, North Sydney, NSW 2060
Phone: 1300 784 253
1. Evaluation licence: If Reckon has provided a Trial Version of the Software to you, your rights to use the Trial Version are solely as set out in clause 12.
2. Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Software on the terms of this Licence for the period determined in accordance with clause 10.
3. No transfer of copyright: The Software is licensed not sold, despite any reference to “purchase” or “sale” in this Licence or in any invoice or purchase order for the supply of the Software. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty.
4. All access to the Software is accessible without a password, unless set by you;
5. You are entirely responsible for maintaining the confidentiality of all your licence and access details (eg user name and password) and every user of your Software including Third Party Online Services, such as bank data feeds;
6. You agree only to grant access to the Software for use by you or on your behalf;
7. You are entirely responsible for the access rights that are granted to any person or other users using your Software, including Third Party Online Services.
8. You are entirely responsible for any and all activities using the Software by any person or persons, including Third Party Online Services, such as bank data feeds;
9. You are responsible for the accuracy of all information and authorisations provided to Reckon or any third party service providers, relating to the Software or access to any of the Third Party Online Services, for example bank data feeds;
10. Reckon will not be liable for any loss that you may incur as a result of unauthorised use of your Software or any Third Party Online Services, by any person or persons;
11. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Software or any Third Party Online Services, by any person or persons; and
12. Access to your Account may be restricted by user login and passwords.
2. Your permitted use of the software
- Single use licence: If you have purchased a single user licence, you:
1. may install the Software once, on one computer only. However, if you wish to reinstall the Software (for example, if you need to install the Software on a replacement computer), then clause 2 will apply; and
2. Must ensure that the Software is installed on one computer only and used by one person only at any one time.
- Additional licences: Subject to any multi-user licence that you have obtained, if:
1. More than one person is to use the Software at the same time; or
2. The Software is to be installed on more than one computer then you must obtain an additional licence for each additional computer.
THE FOLLOWING CLAUSES 3 TO 5 ARE APPLICABLE TO ACCOUNTS PREMIER ONLY:
3. Premier Version: If you have purchased a perpetual version of Accounts Premier, this Licence entitles you to load the Software on up to two computers (for use by a single processing unit only on each computer) for use by up to two individuals simultaneously. If you wish to install the Software on more than two computers you must purchase additional licences that will permit up to five users to simultaneously access a data file.
If you have purchased an annual subscription version of Accounts Premier 2 User, this licence entitles you to load the Software on up to two computers (for use by a single processing unit only on each computer) for use by up to two individuals simultaneously.
If you have purchased an annual subscription version of Accounts Premier 5 User, this licence entitles you to load the Software on up to five computers (for use by a single processing unit only on each computer) for use by up to five individuals simultaneously.
If you wish to install the Software on more than five computers you must purchase another annual subscription version of that software but for simultaneous access you will need to upgrade to an appropriate version that permits more than five users to simultaneously access a data file.
4. Accountant Edition: If you are an eligible Professional Partner who has purchased a full version of Accounts Accountant Edition, this Licence entitles you to load the Software on up to five computers (for use by a single processing unit only on each computer) for use by up to five individuals simultaneously. In some special cases with written approval of Reckon only, certain Professional Partners may be allowed to load the Software on up to 25 computers. However, only 5 simultaneous users can have access to any single data file.
5. Enterprise Version: If you have purchased the Accounts Enterprise version of the Software, this Licence entitles you to load the Software on up to the maximum number of computers set out in your subscription (for use by a single processing unit only on each computer) for use by up to the number of individuals as permitted by the Licence purchased simultaneously. You may not load the Software onto any further computers.
Enterprise installed on a terminal server is still subject to the total amount of licences purchased and paid for. Each user accessing this, or instance, will be considered a licence being utilised. Utilising more licences than purchase is a breach of the agreement.
6. General restrictions: You must not:
1. use or rely upon the Software for any purpose or in any manner for which the Software is not warranted;
2. copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software;
3. reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software; or
4. sell, market, network, transfer, lease, license, sub-license, rent, lend, share or otherwise dispose of or distribute the Software and/or the relevant unique installation IKC; or
5. use the Software to provide bureau, kiosk, hosting or other services by internet or by any other means whether for a fee or not.
7. Licence verification: Upon written request from Reckon, including by e-mail, you agree to provide Reckon with a signed certificate:
1. verifying that the Software is being used fully in accordance with this Licence, including user and machine limitations, and
2. Listing locations, types and serial numbers of equipment on which the Software is run.
8. Audit rights: Reckon may also audit the number of copies of the Software in use or possession by you, the equipment on which the Software is installed or used and the number of users using the Software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Reckon’s expense. If the audit reveals underpaid or unpaid fees due to Reckon, you will be invoiced for them based on Reckon’s then current price list, and if these exceed 5% of the licence fees you have already paid, you will also be invoiced for the cost of the audit.
3. Back-up and data retention
1. Back up: You should also ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates does not assume any liability for loss of data.
2. Data retention: You are responsible for ensuring you meet all your data retention requirements for tax and any other compliance purposes. You should confirm these requirements with your professional adviser, as some legislation requires you to keep copies of certain data for later reference, for example, for the ATO or ASIC.
4. Product activation and verification
1. Initial registration and verifying licence details: This Software may contain technology that protects Reckon against illegal copying. As a consequence, you may be required to:
2. register your details during the initial installation (including your name, contact details and details of the hardware on which the Software will be installed (if this is not done automatically by the Software);
3. if you have a perpetual version, have the Software reactivated periodically thereafter by verifying your licence details to confirm you are using the Software in accordance with these Licence terms;
4. if you have an annual subscription version, have the Software reactivated (on payment of Reckon’s renewal fee and verification of your licence details) if you wish to renew the subscription;
5. have the Software reactivated by Reckon if you wish to re-install the Software (for example, if you would like to install the Software on a new computer or if you have a hard drive failure and need to reload your Software); and
6. provide to Reckon the details of your installation key code and product key code for the Software as part of the reactivation process. You agree to activate or reactivate the Software within a reasonable time or within such time as the Software prompts you to do so.
7. Key codes: Each copy of the Software is provided with a unique IKC (which may appear on the packaging or the cover of the media on which the Software is contained). This IKC is for your exclusive use only in accordance with the terms of this Licence. You should keep the IKC safe. As per clause 4, you may be required to provide your installation key code to Reckon when you reactivate your Software.
8. Manner of verification: You must verify your licence details in the manner required by Reckon from time to time (which may include email or on-line registration via the Internet). The Software may prompt you as to the required manner of verification.
9. Charges for reactivation: Reckon will not charge you to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, unless you have lost your installation key code. You need your installation key code to be able to install and reactivate the Software. If you have lost your installation key code, Reckon will not replace that code, and you may be required to purchase new software.
10. Consequences of non-renewal and failure to verify details: This Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the Software if a subscription is not renewed or in the case of a full licence version, you have not verified your licence details when periodically prompted to do so by Reckon or by the Software. If the Software is not reactivated within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
11. Statutory declaration: In certain circumstances, before permitting a re-activation, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation in a form required by Reckon.
12. Older versions: Reckon has a sunset policy which means that technical support is not available for certain older versions of the Software. Please go to www.reckon.com to see the sunset policy.
5. Data collection & privacy
2. Notwithstanding anything to the contrary in this Licence or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Software, in an aggregated and anonymized format (Analytics). You agree that we may make such Analytics publicly available, provided that it: (i) does not contain identifying information; and (ii) is not compiled using a sample size small enough to make the underlying data identifiable. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all intellectual property rights in the foregoing
3. By activating and using the Software, including technical support:
2. you acknowledge and agree that you are solely responsible and liable for any personal information you collect, use or store using the Software.
6. Technical support
1. Period when technical support is available: Reckon will provide technical support for the Software only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party), during the following periods:
1. in the case of an annual subscription version of the Software, during the period for which you have paid the relevant subscription fees (unless further releases of the Software in question are discontinued); and
in the case of a perpetual version of the Software, there is a ‘sunset period’ during which technical support may not be available for that version as set out in Reckon’s sunset policy. For further explanation of Reckon’s sunset policy please go to www.reckon.com.
2. What is included as part of technical support: Reckon will provide technical support in accordance with its then current technical support policy, which may include:
1. as contemplated by clause 4, the technical support required to reactivate the Software or to issue a replacement registration key code (for example, when you verify your licence details, renew a subscription or if you need to reinstall the Software);
2. provision of help desk support services;
3. access to technical information about the Software contained on Reckon’s website; and
4. the ability for you to download Updates, but it does not include provision of Upgrades of the Software. For further explanation of Reckon’s technical support policy please go to www.reckon.com.
5. Fees: For all other technical support, Reckon may charge you a fee in accordance with its then current technical support policy.
7. Online services
1. Interaction with Online Services: The Software may contain access to, or features that interface with, Third Party Online Services. Examples of Third Party Online Services that may be applicable to the Software are ASIC, EFTPOS, SBR-enabled services, and a statement download facility, bill and other payment services, a superannuation choice facility, online backup facility, technology, hardware or application, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of purchase.
2. Terms for Third Party Online Services: Certain Third Party Online Services are not available for all versions of the Software. For example, in the case of bank statement download services, not all banks provide services that connect to the Software.
3. Applicable to Reckon personal Range Only: Third Party Online Services are only available for 12-month periods for subscription versions and 24-month periods for full versions. In the case of a full version, access to Third Party Online Services in the second 12-month period may be subject to payment of the applicable charges. In order to renew access to Third Party Online Services at the end of the 24-month period in the case of a full version, you will be required to have purchased or upgraded to the latest version of the Software. In the case of a subscription version, you must have renewed your subscription. Internet access is required for all Third Party Online Services. Charges may apply for the use of Third Party Online Services (in addition to the cost of Internet access levied by your ISP).Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. In some cases Reckon may be the provider. You should check with the relevant third party provider as to the terms and conditions of use. You are responsible for all information and authorisations provided to access and use any such Third Party Online Services and for any data, form or other output relying on the use of the Third Party Online Services and/or the Services. Except as may be required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Third Party Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address.
8. Limited warranty
This clause 8 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively (“Consumer Guarantees”).
In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.
1. Software provided on an ‘as is’ basis: Except as required by the Consumer Guarantees, Reckon provides the Software to you on an “as is” basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of the Software.
2. Defects in media: In addition to any rights and remedies you have under the Consumer Guarantees, Reckon warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 90 days from the date of delivery (for on-line purchases) or 90 days from the date of purchase (for in-store purchases). During this period, subject to this clause 8, Reckon will replace any defective media on which the Software was supplied and any Software on that media, free of charge, unless you caused damage to the media due to poor handling.
3. To make a claim under clause 8(, you must email firstname.lastname@example.org with the subject line ‘warranty claim’, and include the following: (A) in the body of the email, provide the IKC, detail the fault and whether a workaround has been provided by a member of Reckon’s support team; and (B) provide a copy of the receipt or proof of purchase and payment. Once Reckon receives the information, Reckon will provide a preliminary assessment of the claim and contact you to advise. Software assessed on a preliminary basis to be defective by Reckon will be replaced by Reckon and sent to you at Reckon’s cost.
4. No guarantee that Software will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Software works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free or that its use will be uninterrupted.
5. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.
1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 9 and the limited warranties provided in clause 8, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void.
2. Exclusion of warranties: Except as required by the Consumer Guarantees, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If guarantees, conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon’s (and its distributors’) liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
4. General exclusion and limitation: Other than as set out in clauses 9(2) and 9(3), and as required by the Consumer Guarantees:
1. Reckon (and its authorised distributors) will not be liable to you or any other person for any indirect loss, damages, liability, costs or expenses suffered by you or any other person relating to the performance or non-performance of the Software or any breach of this Licence or the supply of the Software or in connection with, but not limited to, the Third Party Online Services, delays, processing errors use of tax tables, use of third party hardware (for example but not limited to Postec services) or provision of technical support (whether by telephone or remote access or other means), nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees; and
2. To the extent permitted by law, in any 12 month period commencing on the effective date of this Licence or the effective date’s anniversary (“Contract Year”), our liability in the aggregate for all liabilities or claims in relation to any services, Software this Licence (whether under statute, contract, negligence or other tort, indemnity, or otherwise) will be limited to the amount of the fee paid by you to the us in that Contract Year in respect of the relevant services and Software giving rise to liability or claim.
5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify the Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties).
6. Use of the Software is not provision of professional advice: The information contained in the Software may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Software, which includes for example, but not limited to superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Software. These compliance requirements may change from time to time. You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Software, are correct and compliant when created or used by you. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on the Software or what is produced by you using the Software. The Software is also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
7. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help contained in this Software.
8. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between the Software and another server including without limitation in connection with Third Party Online Services.
9. Third Party On-line services: Except as required by the Consumer Guarantees, Reckon makes no warranty or representation in connection with the Third Party Online Services, or third party hardware (for example, but not limited to bank data feeds, Postec services) the responsibility for which rests with the relevant provider of such Third Party Online Services or such hardware.
10. Disclaimer: To the maximum extent permitted by any law, including the Consumer Guarantees, neither Reckon or any provider of Third Party Services (“TPS Providers”), including but not limited to any Third Party Online Services including any bank, will be responsible for any data submitted, entered or created using the Services or any Third Party Services (for example, including but not limited to bank data feeds), delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. You are responsible for the accuracy of all data entered; all output created by you relying on the data entered; and where relevant, that any data or document lodged is accurate, timely and is compliant with all relevant laws and regulations, including keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged and any other data retention or compliance requirements. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any indirect, special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
10. Term and termination of licence
1. Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues subject to clause 10.1(3):
1. in the case of a subscription version of the Software, for an initial period of 12 months from the date of registration of the Software. This Licence will automatically renew for a further 12 month period upon the payment of Reckon’s annual subscription fee. If the annual subscription fee is not paid on or before the termination of the current 12 month period, this Licence will automatically terminate;
2. In the Perpetual version of the Software, indefinitely, however: (A) you may be required to periodically verify your licence details and have the Software reactivated as per clause 4 in order to keep using the Software; and (B) if you need to reinstall the Software, you will need a copy of your original CD (or other media on which the Software was provided, such as a download link) and the installation key code. If you do not have the CD, you will need to pay for the postage associated with sending the CD to you. A CD version may not be available and needs to be confirmed with Reckon Customer Service. Clause 4(9) 9 outline when Reckon may charge you a fee for the provision of a replacement key code and, more importantly, when a replacement key code will not be provided by Reckon due to the operation of Reckon’s sunset policy; and
3. Reckon may discontinue the Software upon giving you at least 30 days’ prior written notice, in which event Reckon will offer you an alternative cloud based version of the software on commercial terms.
2. Termination for breach: Either Party may terminate this Licence if the other party is in breach of its terms and fail to remedy such breach within 7 days of request to do so.
3. Survival: Clauses 2, 5, 7, 8, 9, 10 and this clause 13 will survive the termination of this Licence. Termination of this Licence will not prejudice any right which Reckon may have, or but for the termination may have had, against you for a breach of this Licence.
4. Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Reckon. Upon written request from Reckon you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 10(4).
11. Subscription terms
If you have purchased a subscription version of the Software, this additional clause 11 will apply.
1. Entitlement to Upgrades and Updates: During the period for which you have paid subscription fees you will receive, included in the cost of the subscription, all Upgrades and/or Updates of the Software, via Internet download. If you require the upgrade or update to be posted to you on CD, you will need not pay for the postage associated with sending the CD to you.
2. No extension of Licence term: Your right and entitlement to use the Software, as enhanced by any Upgrades and/or Updates, concludes at the end of the term of the Licence (subject to payment of an annual subscription fee) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
3. This Licence prevails: If you have purchased this Software as an Upgrade to an earlier version of the Software, this Licence shall supersede any previous licence agreement.
4. Not all Upgrades included: Your subscription to the Software and any Upgrades and/or Updates under this Licence does not grant you the right to receive special versions of the Software created for certain customers or market segments, even though they may contain similar features or functions. Versions of the Software which may from time to time be offered in retail or other channels in different configurations as special promotions are not included as part of the subscription.
5. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and released by Reckon in its sole discretion, and Reckon does not warrant or represent that it will develop or release any Upgrades and/or Updates during the term of the subscription period or Licence. Furthermore, Reckon does not warrant that the Upgrades and/or Updates will be provided to you or made available within any specified time period following the commercial release of such Upgrades and/or Updates.
6. Available Features: Features included in this version of the Software may be changed and removed in future versions of the Software. By downloading a new version of the Software and agreeing to the terms and conditions for that new version you are agreeing to purchase that version of the Software based on the features included in that then current version.
7. When payment is due: If applicable to the Software licensed to you, you will be required to pay the monthly subscription fee in advance on the first business day of each month. You authorise Reckon to direct debit your monthly subscription fee from the bank account nominated by you.
8. Deactivation at end of subscription period: As per clause 4, the subscription version of the Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the software if your subscription is not renewed or you are found to be in breach of this licence agreement. If the Software is not renewed by the end of the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
9. You need a full version if you don’t renew: If you elect not to renew your subscription, the Software does not allow you to upgrade to a non-subscription version of the Software by way of the purchase of an Upgrade pack. In such circumstances, you are only able to upgrade to a later non-subscription version of the Software by purchasing a full (non-upgrade) version of the Software.
10. Early termination: If you wish to terminate your subscription early, you must do so by giving Reckon no less than one calendar month notice to that effect. Depending on the type of software you have subscribed to and the type of subscription you are signed up for, you may be required to pay a cancellation fee. See www.reckon.com for a schedule of fees. Reckon will direct debit your account, and you agree to pay, the applicable cancellation fee.
12. Trial Licence
If you have been provided with a Trial Version of the Software, this clause 12 sets out the terms that will apply to your use of the Trial Version.
1. Licence: Your licence to use the Trial Version:
1. permits you to evaluate the Software’s functionality and suitability for your requirements;
2. is for the number of users set out in the material accompanying your copy of the Trial Version;
3. is subject to the general restrictions in clause 2 and the limited warranty in clause 8;
4. is for 30 days (Trial Period) commencing on the first day of installation and/ or activation of the Software or such other period as expressly agreed in writing by Reckon; and
5. does not integrate with Accounts.
2. Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period:
1. you must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and
2. If you wish to use the Software you must purchase a full version or subscription version of the Software.
3. Entitlements: You:
1. Are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and
2. may be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Reckon’s then current charges.
4. Liability: You acknowledge that subject to clause 8, and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 12.
In this Licence:
Evaluation Fee: The fee set out on the pricing page of the Website at the relevant time to obtain an Evaluation Licence to use the Services on trial.
Trial Version: Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis.
Force Majeure Event means an event which is beyond our reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person other than a subcontractor of a party.
Licence means this licence, including the schedules to it and any online order form in respect to the Software.
Privacy Laws: means Privacy Act 1988 (Cth) and the Australian Privacy Principles (“the Privacy Principles”) Privacy Act 1993 (NZ) and the General Data Protection Regulation (EU) 2016/679, as amended from time to time.
Student Version: Software that is licensed to you as part of your educational institutions arrangement with Reckon or Software that you have purchased that Reckon has determined is a Student Version.
Upgrade: a new version of the Software which contains additional functionality or other enhancements. Reckon will determine whether a new version constitutes an Upgrade or an Update.
Update: a new version of the Software which contains minor enhancements.
Consumer Guarantees: Are the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
2. Applicable law: This Licence is governed by the laws of the State of New South Wales, Australia and by agreeing to be bound by the terms of this Agreement you irrevocably and unconditionally submit to the jurisdiction of the courts of that State.
3. Entire Agreement: This Licence contains the entire agreement between Reckon and you in relation to its subject matter and supersedes any prior agreements and understandings, whether written or oral.
4. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
5. Third Party Applications and Technology: When using the Services, you may access third party applications and technology. The terms of the third party’s Licence will apply to your use of all such third party applications and technology.
6. Variation: To the extent permitted by law, Reckon may vary any of the terms and conditions of this Licence upon providing you with thirty (30) days’ notice in writing and a copy of the replacement terms and conditions. No new terms will come into force until the commencement of your renewed Subscription Period. Reckon will display any new terms and conditions on the Website and you should check the website regularly. If you do not agree to the variation, you may elect by written notice to terminate this Licence with effect from when the variation is due to take effect.
7. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
8. Disputes: You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of Reckon Software including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
9. Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any Force Majeure Event. We will provide you with prompt notice of the occurrence of any Force Majeure Event. If we are delayed from performing our obligations due to such a circumstance for a period of at least 30 days, we may terminate our Agreement with you by giving you five business days’ notice in writing.
10. Reckon’s Contact details: business address:
Business Address: Level 2, 100 Pacific Highway, North Sydney, NSW 2060
Phone: 1800 RECKON (Toll-free 1800 732 566)
Reckon, Reckon logo, Reckon Accounts and R logos are trademarks of Reckon Limited. Software © 2016, Intuit Inc. All rights reserved.
Schedule 1 – Data protection and Security
Part A – Definitions
In this Schedule 1 and Schedule 2, the following words shall mean:
Controller has the meaning given in the GDPR;
Data means information supplied to us by you through your use of our services and Software including Personal Information that we generate, collect, process, store or transmit under this Agreement;
Data Incident means any actual or suspected:
(a) breach of our obligations relating to protection of Data under this Agreement;
(b) unauthorised access to, or unauthorised disclosure of, any Data; or
(c) loss of Data, including where Data is damaged or corrupted so that it becomes unusable
where, as determined by us, the access or disclosure is likely to result in serious harm to one or more individuals and we have not been able to prevent the likely risk of serious harm with remedial action;
GDPR means the EU General Data Protection Regulation 2016/679;
Processor has the meaning given in the GDPR;
Part B – GDPR
1.1 This Part A shall only apply if and to the extent that the GDPR applies to any of the Data with which you use the Services. If this Section applies, the provisions Schedule 2 – Data Processing Agreement shall apply.
1.2 We are the controller in respect of personal data and sensitive personal data, such as account registration details, that we collect directly from users of the Services (End Users) and which we use for the purposes of our business.
1.3 You are the controller and we are the processor in respect of any other personal data and sensitive personal data that is uploaded by End Users including data, templates, information, content, code, video, images or other material of any type.
1.4 To the extent that the Software or Services comprise the processing of personal data or sensitive personal data where we are the processor and you are the controller and the processing of personal data or sensitive personal data is subject to the GDPR:
1.5 you will comply with the requirements of the GDPR as the same apply to you as controller of the personal data or sensitive personal data; and
1.6 the provisions of Schedule 2 – Data Processing Agreement to this Agreement shall apply.
Part C – Data Breach Incidents
1.1 To the extent the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) applies to us and we become aware of a Data Incident, we will:
a) notify you of the Data Incident by telephone and email;
b) retain system logs and other information that may be relevant to the Data Incident, or to assessing the cause or impact of the Data Incident;
c) provide all information we deem relevant to the Data Incident reasonably requested by you for the purpose of investigating the Data Incident; and
d) immediately take all action reasonably necessary to:
(i) mitigate the impact of the Data Incident (including to restore or recover any lost data); and
(ii) prevent any repeat of the Data Incident in the future.
1.2 If we suspect that a Data Incident has occurred, we will, within 30 days, prepare an assessment to determine whether there are reasonable grounds to believe that a Data Incident has occurred.
1.3 Where you suspect that a Data Incident has occurred, we will, within 30 days of receiving notice from you of your suspicion, prepare an assessment to determine whether there are reasonable grounds to believe that a Data Incident has occurred, the costs of such assessment must be paid by you.
1.4 If we believe a Data Incident has occurred it, we will provide notice to the OAIC of such Data Incident and we will be the sole Party to notify the individuals who are likely to be at risk of serious harm arising from the Data Incident.
Schedule 2 – Data Processing Agreement
The provisions of this Schedule 2 (Data Processing Agreement) form part of the Licence to the extent that Part A of Schedule 1 of the Licence applies.
1. process personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or the national law of an EU member state to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
2. ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
3. implement appropriate organisational and technical measures as required pursuant to Article 32 (security of processing) of the GDPR;
4. respect the conditions for engaging another processor referred to in paragraphs 2 and 4 of Article 28 (processor) of the GDPR;
5. taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
6. assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the processor;
7. at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies unless EU law or the national law of an EU member state or another applicable law, including any Australian state or Commonwealth law to which the processor is subject requires storage of the personal data;
8. make available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 (processor) of the GDPR and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller’s cost).