Reckon Accounts Hosted Licence Agreement
This licence agreement applies to the following Reckon Online products and services: Reckon Accounts Hosted. Please see www.reckon.com/au/accounts-hosted or www.reckon.com/nz/accounts-hosted for more details about Reckon Accounts Hosted.
THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY.
This is a contract between Reckon Limited (ACN 003 348 730) (Reckon) and you. By using Reckon Accounts Hosted, the contents and features, related user guides and materials, including all functionalities (“the Services”), available through hosted.reckon.com & hostednz.reckon.com hereinafter referred to as the “Website”, you agree to be bound by the terms of this Licence. The defined terms and the rules of interpretation in this Licence are set out in clause12.
This is a subscription to use the Services for a minimum of 30 days (monthly subscribers) or 12 months (annual subscribers). The Subscription Fee for the initial period of 30 days or 12 months is non-refundable. After the initial 30 days or 12 month Subscription you may choose to pay for a further monthly or 12 month subscription at the applicable rates. If after the initial period, you do not renew your subscription or your subscription expires or is terminated, you will no longer have access to the Services, and your data will be destroyed within 30 days from the expiry of your subscription. Access to the Services:
Use of the Services is solely verified by user login and password. You are entirely responsible for maintaining the confidentiality of all access details of every user of your Account. Reckon does not accept any responsibility for breaches of your security.
Use of the Services:
You will not yourself or allow others to engage in any unlawful or prohibited use. You are responsible for any and all activities that occur under your Account by any person. Reckon will not be liable for any loss that you may incur as a result of unauthorised use. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Account.
Internet access, telecommunications networks, firewalls and security:
You acknowledge and agree that use of the Services requires internet access which may be affected by factors beyond the control of Reckon. Any access to the internet and storage of data on servers may involve risks and that while as far as possible Reckon will try to, it cannot guarantee security. Submissions made via email are not protected by encryption and may be vulnerable to interception during transmission. Reckon does not guarantee the uninterrupted availability of the Services, its website, applications hosted by the website, its servers (or the servers of third parties, which Reckon may engage to provide the whole or part of the Services) including connections to its online activation server because these may be dependent upon third party networks and security measures over which Reckon has no control.
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. 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.
We reserve the right at any time (whether in this version or in a new version) to change or remove features of the Services provided that, where there is any material alteration to the functionality of the Services in accordance with this clause, we will provide you with 30 days’ notice.
You should ensure you conduct regular backups of your data. Except under 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.
Important notice regarding your back up responsibilities:
Backup files (.qbb extension) that were created or modified more than 365 days before any given day on which Reckon measures its infrastructure may be removed from the Reckon Accounts Hosted file servers by Reckon. It is your sole responsibility to regularly back up all your files created and ensure they are downloaded to your desktop or other network storage. Please note that backup files left on our infrastructure that were created or modified more than 365 days before any given day on which Reckon measures its infrastructure will not be accessible to you. In summary, no backup you create or modify will ever be older than 365 days.
Accounts Hosted subscribers only:
Offline access for PC only. A corresponding current version of an Accounts Enterprise licence is required for each user to be able to copy the data file created with the Services and work offline, and charges may apply. Please refer to the terms and conditions of the licence for Accounts Enterprise desktop. The Accounts Hosted online data files may not always be compatible with the corresponding Accounts Enterprise desktop 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 BankData 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.
Time zone for reports and updates:
All transactions and reports will be recorded in the following relevant time zone to your geographical area:
- Australia – AEST or AEDST
- New Zealand – NZT or NZDT
Most communication from Reckon to you will be by email. If Reckon needs to contact you quickly, Reckon may communicate to you via via Email, community and in-product notifications.
Use of Services is Not Provision of Tax, Accounting or Professional Advice:
- The information contained in these Services 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 Services 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 these Services.
- While relevant reports produced using the Services 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.
- The help contained in these Services are 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.
|Business: Address:||Level 2, 100 Pacific Highway, North Sydney, NSW 2060|
|Phone:||1800 732 566|
- Evaluation licence: If Reckon has given you the right to trial the Services, your rights to use the Services are solely as set out in clause 12.
- Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Services on the terms of this Licence for the period determined in accordance with clause 9.
- No transfer of copyright: No transfer of copyright: The Services are 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 Services. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Services and retains ownership of the copyright and all other intellectual property rights in the Services and is protected by copyright law and international copyright treaty.
2. Use of the Services
- Single User licence: If you have purchased a Single User Licence it only allows one user of the Services.
- Access to the Service:
- All access to the Services is solely verified by user Login and password;
- You are entirely responsible for maintaining the confidentiality of all your access details (eg user name and password) and every user on your Account;
- You are responsible for any and all activities that occur under your Account by any person or persons;
- You agree to notify Reckon immediately of any unauthorised use of your Account or any other breach of security;
- Reckon will not be liable for any loss that you may incur as a result of unauthorised use of your Account by any person or persons;
- You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Account by any person or persons;
- Access to your Account may be restricted by user login and passwords; and
- You are entirely responsible for the access rights that are granted to any person or other users under your Account.
- Internet access: You acknowledge and agree:
- Use of the Services requires internet access;
- Speed of internet access will vary and may be affected by factors beyond the control of Reckon;
- Any access to the internet involves security risks and new threats to internet security are continually evolving; and
- You accept responsibility for maintaining your own security regarding access to the internet and protection of your data.
- No unlawful or prohibited use:It is a condition of your use of the Services, that you will not yourself, or allow others:
- To use the Services for unlawful purposes or any purpose prohibited by the terms of this Licence;
- To use the Services in any manner that could damage, disable, overburden or impair any Reckon server, or the networks connected to Reckon’s server or otherwise interfere with any other person’s use and enjoyment of the Services;
- To gain unauthorised access to any Services or other accounts, computer systems or networks connected to the Reckon server or Services, through hacking, password mining or any other means;
- To obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
- To knowingly or recklessly post, link to, install or transmit, or permit third party users to post, link to or to transmit: A. Any material that is abusive, threatening, harmful, malicious, defamatory, obscene, pornographic, profane or otherwise unlawful; B. Any material containing a virus or other hostile computer program; C. To post, link to or transmit any material that constitutes or encourages a criminal offence, gives rise to civil liability or infringes the intellectual property rights of any third parties; and
- To knowingly or recklessly transmit, or permit third party users to transmit unsolicited emails in breach of Australian or New Zealand law.
- Time zone for Accounts Hosted reports and updates: You agree that all transactions and reports will be recorded in the following relevant time zone to your geographical area:
- Australia – AEST or AEDST
- New Zealand – NZT or NZDT
- Communication: Most communication from Reckon to you is by email, Community and in-product notifications. It is your responsibility to ensure that Reckon is provided with all your current contact details, including your email address and that you receive and check your emails regularly. Reckon will not be liable to you for any loss that you may incur as a result of not providing us with your current details or not receiving such communication from Reckon.
- 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 Services, 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.
- You permit Reckon to disclose any information requested by Microsoft under this Licence relating to your use of Microsoft products and services. To the extent permitted by law, Microsoft has the right to enforce provisions of this Licence to verify your compliance with this Licence to the extent related to your use of Microsoft products.
- Accounts Hosted subscribers only: – Offline access for PC only. The corresponding current version of an Accounts Enterprise is required for each user to be able to copy the data file created with the Services and work offline, and charges may apply. Please refer to the terms and conditions of the licence for Accounts Enterprise. The Accounts Hosted online data files may not always be compatible with the corresponding Accounts Enterprise software
- General restrictions:You must not:
- use or rely upon the Services for any purpose or in any manner for which the Services is not warranted;
- copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Services;
- reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Services; or
- sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the Services or use the Services to provide any Internet based services, including a bureau or hosting service.
- Security of your account and data
- Security of your data: Reckon will use reasonable precautions to prevent the unauthorised disclosure of your data and will not decrypt your data. We will not, however, be responsible or incur any liability for any matters, including without limitation, any unauthorised access to your data, including by third parties to whom you have intentionally or inadvertently given shared access. In the event that Reckon is served with a subpoena or is otherwise lawfully compelled to provide access to your data, we will, subject to it being lawful, notify you of that fact.
- Internet access: Any access to the internet involves security risks and new threats to internet security are continually evolving. Information stored on our servers or the servers of third parties that Reckon use, may be vulnerable to attack and cannot be guaranteed to be secure. In addition, submissions made via email are not protected by encryption and may be vulnerable to interception during transmission.
- Back up:Although Reckon does regular back ups on its overall infrastructure you should also ensure you conduct regular backups of your data. In addition, you should confirm your data retention requirements with your professional adviser for tax and compliance purposes. Except under 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.
- Services activation and verification
- Manner of verification: Reckon verifies authorised use of your Account solely on basis of the username and password. Therefore, it is critical that you maintain and protect confidentiality of all access details to your Account.
- Consequences of non-renewal and failure to verify details: If a subscription is not renewed, Services will be discontinued and you will not have access to the Services. Your data will be destroyed within 30 days from the expiry of your subscription unless arrangements are made by you before that time to transfer your data.
- Statutory declaration: In certain circumstances to authorise, reactivate or confirm the Authorised Users, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation or confirming the Authorised Users in a form required by Reckon.
- Technical support
- Period when technical support is available: Reckon will provide technical support for the Services only (and for the avoidance of doubt this does not include support for third party hardware, software services, Third Party Online Services, which remains the responsibility of the relevant third party), at the times detailed below, during the period for which you have paid the relevant Subscription Fee. Our technical support consultants are not available to you to provide general accounting advice or to train you (it is assumed that you are already reasonably familiar with the Services) or to resolve any networking or interface computing or local IT problems that you may have. You agree that the determination of the nature of your query for these purposes may be made by our technical support consultants.
- You are also entitled to extended hours of technical support. Currently the hours are Monday to Friday, 8.30am to 7:00pm (AEST).
- Saturday and Sunday 9.00 am to 4.00pm (AEST)
- You acknowledge that Reckon cannot guarantee that you will not experience some delay in having one of our technical support consultants answer your query. You will appreciate that as call volumes fluctuate so too will our response time.
- We also reserve the right at any time to change the hours of operation of technical support for the Services.
- What is included as part of technical support: Reckon will provide technical support, which may include:
- as contemplated by clause 5, the technical support required to reactivate the Services (for example, when you verify your licence details or renew a subscription);
- provision of telephone help desk support services; and
- access to technical information about the Services contained on Reckon’s website.
- Fees: You may be required to pay charges for all other technical support, including technical support to reactivate your Services.
- Where you have purchased Microsoft products as services from Reckon, any support for the Services that make available Microsoft products as services is provided to you by Reckon or a third party on Reckon’s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
- Third party online services
- Interaction with Online Services:The Services may contain access to, or features that interface with, third party online services (“Third Party Online Services”). Examples of Third Party Online Services that may be applicable to the Services are EFTPOS, SBR-enabled services, an online share price download facility, a statement download facility, bill and other payment services, a superannuation choice facility, online backup facility, payroll services and a debt recovery facility, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of registration.
- Terms for Third Party Online Services: Third Party Online Services are only available for the Subscription Period. Charges may apply for the use of Third Party Online Services (in addition to the cost of Internet access levied by your ISP). Reckon may terminate access to the Third Party Online Services if payment of the charges relating to the Third Party Online Services are not paid. 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. 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.
- Limited warranty
- This clause 7 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.
- Services provided on an ‘as is’ basis: Except as required by the Consumer Guarantees, Reckon provides the Services to you on an “as is” basis and without any representations by Reckon or any of its authorised distributors and associates regarding the use, performance or results of the use, of the Services.
- No guarantee that Services will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Services works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee or make any warranty that:
- the Services will work on all computer hardware platforms or configurations; or
- the Services will be error free; or
- that its use will be uninterrupted.
- Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee, the uninterrupted availability of the website or applications hosted by the website by Reckon’s servers (or the servers of third parties which Reckon may engage to provide the whole or part of the Services) or connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.
- 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 8, and the limited warranties provided in clause 7, 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.
- 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 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.
- 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 of 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.
- General exclusion and limitation: Other than as set out in clauses 8(2) and 8(3), and as required by the Consumer Guarantees:
- 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 Services, including but not limited to the availability of the Services, availability of the website or applications hosted by the website, loss of data, or any breach of this Licence or the supply of the Services or in connection with, but not limited to, the Third Party Online Services, the TPS Providers, use of tax tables, use of third party hardware or provision of technical support (whether by telephone or remote access or other means); and
- 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 or 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 giving rise to liability or claim.
- 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 Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which Reckon (or its authorised distributors) may suffer or incur as a result of your use of the Services (including any claims made against Reckon (or its authorised distributors) by third parties.
- Use of Services is not provision of tax, accounting or other professional advice: The information contained in the Services may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Services, which includes for example, but not limited to, superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Services. 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 Services, 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 Services or what is produced by you using the Services. The Services are also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Services constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Services 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.
- 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 these Services or not, in respect of anything (including, without limitation, any error in or omission from these Services), 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 these Services.
- 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 the Services or any online link available between the Services and another server including without limitation in connection with Third Party Online Services.
- 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 the responsibility for which rests with the relevant provider of such Third Party Online Services or such hardware.
- 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 or any bank, will be responsible for 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. 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 special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
- Where Reckon has sold you Microsoft products, to the extent permitted by applicable law, Microsoft disclaims all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Services. Any warranties and liabilities are provided solely by Reckon and not by Microsoft, its affiliates or subsidiaries.
- In addition to any liability you may have to Reckon, to the extent permitted by law, you agree that you will also be legally responsible directly to Microsoft for any breach of this Licence relating to Microsoft products.
9.Term and termination of licence
- Licence Term: Unless this Licence is terminated earlier in accordance with its terms, you have the right to use the Services in accordance with this Licence upon payment of the Subscription Fee in accordance with clause 10.
- 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.
- Early termination(i) If you wish to terminate your Licence early, you must do so by giving Reckon no less than one calendar month notice to that effect. Any refund of Subscription Fees is subject to clause 10 (5). (ii) Early termination for Accounts Hosted ONLY: You will have the option at termination, to request an equivalent number of Accounts Enterprise licences to enable you to work offline for the remainder of the term of the original Licence.
- Effect of Termination:Upon termination, Services will be discontinued, you will not have access to the Services and your data will be destroyed within 30 days from the expiry of your subscription unless agreed arrangements have been made by you to transfer your data, BEFORE that time.
- Things you must do on termination: Upon termination, it is your sole responsibility to ensure the removal of all data from Reckon’s servers. NO data will be recoverable 30 days after the termination is effective. Where you have installed Microsoft products, you must stop using and/or accessing such Microsoft products, and destroy all copies of the products and all of their component parts within thirty (30) days of termination.
- Survival: Clauses 2, 3, 6, 7, 8 and this clause 9 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.
10. Subscription terms
- No extension of Licence term: Your right and entitlement to use the Services concludes at the end of the term of the Licence (subject to payment of a Subscription Fee, either as upfront annual or monthly payments as specified in this Licence) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
- This Licence prevails:If you have purchased these Services to upgrade any other Accounts or Reckon Software, this Licence shall supersede any previous licence agreement.
- No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and included in the Services at Reckon’s 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.
- Payment:Payment shall be calculated according to the subscription fees available to you and set out on the pricing page of the Website, subject to variation by Reckon from time to time on 30 days’ notice to you. If you do not agree to a variation of our fees you may terminate this Licence without penalty by providing us written notice, subject to us reserving our right to maintain the Licence at the unvaried fee.
- You will be required to pay the Subscription Fees for the applicable initial 30 day or 12 months Subscription Period before being given access to the Services. The Subscription Fee for the applicable initial 30 day or 12 months is non-refundable, except where you terminate this Licence for our breach and only to the extent of any unused portion of the Subscription.
- This Licence will automatically terminate upon expiry of the subscription period unless it is renewed and you will not have access to the Services in accordance with clause 9. To clarify, if after the initial Subscription Period, payment is made by advance payment monthly Subscription Fees and these monthly payments are not made by the due date, the Licence will automatically terminate and you will no longer have access to the Services. If you renew and have paid upfront annual fees for the full 12 month period, that fee is non-refundable, except where you terminate this Licence for our breach and only to the extent of any unused portion of the Subscription.
- This Licence can be automatically renewed upon payment of the Subscription Fee on or before the termination of the expiring Subscription Period. You will be required to pay the Subscription Fee upfront or by monthly payments in advance on the first business day of each month. You authorise Reckon to direct debit your monthly and annual Subscription Fee from the bank account nominated by you.
- All payment becoming due and payable by you shall be subject to the Goods and Services Tax (“GST”) at the applicable rate in either Australia or New Zealand depending on your geographic location.
- You will be liable for any penalty charges incurred by Reckon by reason of the dishonour or reversal of any payments made by you.
- All payments remain payable whether or not you use the Services while the subscription remains active.
- If you do not pay the subscription fee as required, this Licence will be terminated in accordance with clause 9 and you will no longer have access to the Services.
- Trial use of the Service
If you have elected to access the Services as a trial, the terms in this clause 11 also apply to your use of the Services:
- Licence: Your licence to use the Services:
- permits you to evaluate the Service’s functionality and suitability for your requirements;
- is subject to the provisions of clauses 2, 3, 4, 6, 7 and 8; and
- is for 30 Days (“Evaluation Period”).
- Duration: You acknowledge that your licence to use the Services will only apply for the Evaluation Period. At the end of the Evaluation Period:
- you must not and will not be able to continue to access the Services, including any data that you have entered during the Evaluation Period; and
- if you wish to use the Services you must pay the Subscription Fee.
- Entitlements:You may be required to pay for any technical support that you may require in relation to your use of the Services during the Evaluation Period, in accordance with Reckon’s then current charges.
- Liability: You acknowledge that subject to clauses 8(2) and 8(3), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, including loss of data, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Services during the Evaluation Period or any breach of this clause 11.
- 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.
- Consumer Guarantees: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.
- 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.
- Headings:Clause headings are for ease of reference only and do not affect the meaning of this Licence.
- 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.
- Waiver:Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
- 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.
- 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.
- Accounts Enterprise: The current version of Accounts Enterprise Desktop software also known as “Accounts Enterprise” or “Enterprise”.
- 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 Services.
- Subscription Fee:The fee set out on the pricing page of the Website at the relevant time for use of the Services.
- Subscription Period: The period for which you have paid the Subscription Fee in accordance with clause 10(4).
- Reckon’s Contact details:
|Business Address:||Level 2, 100 Pacific Highway, North Sydney, NSW 2060|
|Phone:||1800 732 566|
Reckon, Reckon logo, Reckon Accounts and R logos are trademarks of Reckon Limited. Accounts Hosted software © 2013-2018, Intuit Inc. All rights reserved.
All notices and consents relating to this Licence must be in writing. A notice is deemed to have been received:
- if posted by Reckon on the Website, within 6 hours of the time of the post; or
- if sent by email or by electronic message sent via the Services, when the sender receives an automated message confirming delivery or within 24 hours of that message being sent (as recorded on the device from which the sender sent the message).
If Reckon needs to provide you with notice, consent or other communication under this Licence, Reckon will do so by sending a message to you via your account, sending an email and/or text message to the email address and/or mobile phone number specified on your account, posting a notice on Reckon’s Website or through push notifications or through the Hosted Dashboard and Community .
If you want to contact Reckon you may do so by sending a message to Reckon via the Website or emailing Reckon at email@example.com.
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:
- breach of our obligations relating to protection of Data under this Agreement;
- unauthorised access to, or unauthorised disclosure of, any Data; or
- 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
- 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.
- 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.
- 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.
- 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:
- 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
- the provisions of Schedule 2 – Data Processing Agreement to this Agreement shall apply.
Part C – Data Breach Incidents
- 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:
- notify you of the Data Incident by email;
- 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;
- provide all information we deem relevant to the Data Incident reasonably requested by you for the purpose of investigating the Data Incident; and
- 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.
- 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.
- 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.
- 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.
- 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;
- ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- implement appropriate organisational and technical measures as required pursuant to Article 32 (security of processing) of the GDPR;
- respect the conditions for engaging another processor referred to in paragraphs 2 and 4 of Article 28 (processor) of the GDPR;
- 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;
- 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;
- 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;
- 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).