Terms & Conditions

This agreement applies to:

• Reckon Add-on Marketplace;
• Access to any Reckon API under other agreements (including software end user licence
agreements) with Reckon;
• Reckon BankData integrations;
• Direct database integrations;
• Any other integration program which Reckon notifies you is subject to this agreement.
all referred to as an INTEGRATION PROGRAM in this agreement.

1. Introduction

1.1 This agreement sets out the terms upon which you are invited to participate in any Integration Program
which includes access to the API gateway, use of the API, or direct database access, development
tools and documentation to develop your programs to integrate with relevant Reckon products. Details
of what is included in any Integration Program can be found at https://developer.reckon.com

2. Approval required & ongoing compliance

2.1 Your participation in any Integration Program is subject to Reckon’s approval of your application for
each instance of any integration that you may wish to undertake. Approval may include a review of
security requirements that vary based on the data you wish to integrate with. More detail can be found
at https://developer.reckon.com. This may include requiring you to:
(a) complete the Reckon Security Questionnaire as a pre-condition to approval;
(b) meet the operational requirements of the Australian Taxation Office;
(c) meet the security requirements of the Digital Services Providers Association of Australia and New
Zealand; and
(d) or any other requirements (including of any other regulatory body) that Reckon will notify you of in
advance of you entering this agreement.
2.2 In addition to any other requirements in this agreement, your ongoing participation in any Integration
Program is conditional upon you allowing Reckon or its authorised representative to inspect your
program and to be given a demonstration of it to enable Reckon to monitor your compliance with this
Agreement; and allowing Reckon to annually undertake such inspection to ensure compliance; and you
implementing any changes that may be required to be made by you to meet your compliance obligations
as may be required from time to time, including as notified under clause 5.3.
2.3 You must keep a written register of the names of all individuals (including any employees, contractors,
agents and the like) who participate in any Integration Program and notify Reckon who those individuals
are and allow Reckon to inspect the register from time to time.

3. Rights to access and use the API gateway, API, or Direct Data Access

3.1 You are granted permission to participate in any Integration Program, to access the API gateway,
direct database access and use the API, development tools and documentation on the terms of this
agreement.
3.2 You may use any Integration Program only for the purpose of designing, writing, testing and
distributing one or more of your programs integrated with the relevant Reckon products.
3.3 Your permission is worldwide save for relevant Reckon Accounts products where your permission is
for Australia and New Zealand only.

4. What we will give you

4.1 Reckon will give you access to the API gateway, or direct database access, GraphQL Service, the API
development tools (and other files) and any available documentation relevant to your program.
4.2 Reckon will make available to you any updates or technical upgrades to any Integration Program during
the period of this agreement. Use of all such updates or upgrades by the you shall be subject to the
terms and conditions of this Agreement.
4.3 Reckon will make available to you any updates or upgrades to the version of the relevant Reckon product
that may be provided to you – which may be a trial version or paid for version – as part of any Integration
Program during the period of this agreement. Review Reckon’s website at https://developer.reckon.com
to check what trial or paid for version applies to the Integration Program you are applying for. In addition
to any licence conditions that apply to the relevant Reckon product supplied to you, you may only use
such product for purposes of this agreement, and you may not use the program for your own business
or operational or other commercial use. Any breach of these limitations by you may result in Reckon
suspending or terminating your access and use of the API or any database and your participation in any
Integration Program, without notice, in addition to any rights of termination in clause 9.4.
4.4 You acknowledge that there may be third party programs added-on or integrated into the API, or direct
database access or relevant Reckon products (eg: Yodlee or bank data feeds) and Reckon makes no
warranty that (i) the third party programs will meet your requirements, (ii) that they will be uninterrupted,
timely, secure, or error-free, (iii) that results that may be obtained from them will be accurate or reliable,
(iv) that the quality of any products, services, information, or other material purchased or obtained by
you through them will meet your expectations, or (v) that any errors in the technology will be corrected.

5. Conditions of permission

5.1 Your permission under this agreement is limited including that:
(a) you may not copy, modify, create derivative works of, reverse compile, decompile, dissemble, or
otherwise reverse-engineer the API, any database, or any code contained therein or any relevant
Reckon products, development tools, files and documentation;
(b) you may not re-sell, copy, use, host or otherwise distribute any of the relevant Reckon products or
API Program;
(c) you may not distribute, sell, lease, rent, lend, or sublicense any part of any Integration Program to
any third party except as included within and necessary to distribute your Program;
(d) you may not redistribute any component of any Integration Program supplied to you by Reckon;
(e) you may not upload or otherwise transmit any material containing software viruses or other computer
code, files or programs designed to interrupt, destroy, or limit the functionality of any software or
hardware;
(f) you may not make excessive calls, process an unreasonable amount of transactions, engage in
denial of service activity, or introduce viruses, trojans, or any malicious code on any Reckon network
or server infrastructure;
(g) you may not engage the services of any third parties to access any API Program without that party
having independently agreed to the terms of this agreement.
5.2 All of these limitations are important requirements to safeguard the integrity and stability of any
Integration Program for you, other users, and Reckon; and any breach of these limitations by you may
result in Reckon suspending or terminating your access and use of the API or any database and your
participation in any Integration Program, without notice, in addition to any rights of termination in clause
9.4.
5.3 You acknowledge that Reckon has a sunset policy for relevant Reckon products and your program must
be designed to integrate with only those versions of relevant Reckon products that are supported by
Reckon, and you will, upon written notice from Reckon, cease to market, sell or supply versions of your
program that are designed to integrate with non-supported versions of relevant Reckon products. This
also means that from time to time, and Reckon will give you reasonable notice of this, the technical
specifications of the API or database will change and this may impact your access and use of any
Integration Program as well as the operation of your program.
5.4 You acknowledge that if it comes to our attention that you are using any Integration Program to develop
a program or integrate with a program that is in competition with relevant Reckon products we reserve
the right to review your ongoing participation in any API Program and which may result in Reckon
suspending your participation or terminating your access and use of the API or any database and your
participation in any Integration Program, without notice, in addition to any rights of termination in clause
9.4. If it is your intention to integrate with any such competitive products you are required to notify us in
writing immediately.
5.5 It is your sole responsibility to ensure that your programs are properly quality controlled before you
release them to market and Reckon assumes no responsibility whatsoever for any defects in your
programs subsequent to any integration or add on based on any Integration Program.
5.6 In some cases where you are in breach of this agreement, we will, if in our opinion it is appropriate to do
so, first consult with you to determine whether you can remedy your breach. We do this in a spirit of co-
operation, but this does not oblige us to consult and is a not a waiver of any of our rights to suspend
your participation or terminate this agreement.

6. Intellectual property

6.1 You acknowledge that all right, title and interest in any Integration Program and relevant Reckon
products (including all intellectual property, eg: copyright) are owned by or licensed to Reckon and
nothing in this agreement gives you any rights to any Integration Program and relevant Reckon
products.
6.2 You acknowledge that any information (including but not limited to the API, any database, Graph QL,
development tools and files and documentation) supplied or otherwise disclosed under this Agreement
contain confidential or proprietary information or trade secrets of Reckon or its associated entities (and
possibly Intuit Inc) including personal information.
6.3 You, your employees, contractors, agents and representatives will maintain all information supplied or
disclosed under this Agreement in strict confidence and will not disclose such information or any part
thereof in any form whatever to any other party. You will take all reasonable steps: to maintain the
confidentiality of all information and accompanying documentation; and to ensure that any personal
information is handled in accordance with the Privacy Principles; and to ensure that no unauthorised
persons have access to such information.
6.4 Except as otherwise provided in this Agreement, the you shall not cause or permit unauthorised
copying, reproduction of disclosure of any portion of any confidential information (including but not
limited to development files and documentation), or the delivery or distribution of any part thereof to
any third person or entity, for any purpose whatsoever, without the prior written permission of Reckon.
6.5 This clause 6 shall continue to bind you and your agents and representatives beyond the termination
of this agreement.

7. Use of brand and trademark

7.1 You may not use any trademarks, trade names, or service marks of Reckon, other than as supplied
by Reckon via any Integration Program or permitted in writing by Reckon under this agreement. You
may not designate your program using words such as “Designed for [relevant Reckon product]” or
similar words without prior written approval of Reckon.
7.2 Reckon reserves the right to set requirements for your use of any trademarks, logos, designs, devices,
and service marks (“brands”) for the purpose of promotion of your program as part of any Integration
Program. You must abide by any style guide issued from time to time by Reckon in relation to the use
of the brands.
7.3 You may not use the brands or other intellectual property of Reckon, unless agreed to in writing by us.
We may withhold consent for any reason and without stating a reason.
7.4 You will not use, register or attempt to register a company, business name, trade name or trademark,
URL or domain name, containing the words Reckon, the R logo or any other Reckon trademarks, or
the former name of products which were owned or sold under licence by Reckon, such as QuickBooks,
Quicken or Quick, APS or Elite or any similar words or representations which may cause confusion to
the general public regarding your relationship to Reckon.
7.5 You agree that use of any of the Reckon trademarks is limited as prescribed in this agreement or as
otherwise authorised in writing in advance by Reckon.
7.6 You may only use the trademarks in the same format as supplied to you by us. You may not make
any amendments or alterations to the trademarks and you may not disseminate it other than as
permitted in this agreement.
7.7 You may use the trademarks or PP Logo on stationery and marketing materials used in connection
with your business and with Reckon products as approved in writing by us.
7.8 When using the trademark, it must be:
(a) clearly displayed, with nothing obscuring the image;
(b) accompanied by your company name; and
(c) displayed without competitor information.
7.9 You may not claim any relationship with Reckon other than as authorised in this agreement and will
at no time represent to any third party that you are acting other than as an independent contractor.
7.10 We may in our discretion amend or withdraw any consent at any time.

8. Privacy rules

8.1 You acknowledge that Reckon collects, discloses and uses personal information when you apply for
any Integration Program, when you access and use the API gateway and API, access any database
when you use other materials and services in any Integration Program and when you access technical
support. The personal information may also be obtained from public sources such as social media
websites.
8.2 You consent to Reckon’s collection, use and disclosure of the personal information as summarised
above and as detailed in Reckon’s Privacy Policy which includes a list of sub-processors for
purposes of GDPR regulation which can be located for your territory at www.reckon.com.
8.3 Reckon may also provide your personal information to its related companies and to its third party
service providers for the purpose of providing services under this agreement. These entities may be
located in Australia, New Zealand, and the USA or other countries.
8.4 Full details of how personal information is collected, used and disclosed by Reckon, and how to update
or correct the personal information or make a privacy complaint, are provided in Reckon’s Privacy
Policy which can be viewed on Reckon’s website which can be located for your territory at
www.reckon.com.
8.5 In relation to your access and use of any Integration Program, you agree to comply with Australian
Privacy Laws as well as any international obligations (including the GDPR) in relation to any personal
information that your program accesses in any way and for any purpose, including that you will get all
necessary consents that may be required from your customers.

9. Termination

9.1 This agreement remains in force until terminated.
9.2 Either party can terminate this agreement for convenience on no less than 15 days prior written notice.
9.3 Reckon can terminate this agreement for any breach of this agreement which you have not remedied
after 15 days written notice of such breach from Reckon.
9.4 In addition to any other rights to terminate immediately Reckon may, acting reasonably, also terminate
this agreement immediately, if:
(a) we receive complaints from our customers about any matter pertaining to your position as a vendor,
API developer or about your program;
(b) you engage in any criticism of Reckon, its subsidiaries, its employees and its products;
(c) you commit any unlawful or illegal acts, or any situation in which you find yourself in bankruptcy or
insolvency;
(d) you supply any confidential information about Reckon or any of the relevant Reckon products. We
may at our sole discretion decide whether any information provided to any competitor of ours is
confidential information for the purposes of this clause 9;
(e) violate the intellectual property or other rights of any person or entity.
9.5 Upon termination of the Agreement, you shall either destroy all licensed copies of the API and all
backups, or return them to Reckon. This obligation shall survive the termination of this agreement.
9.6 Furthermore, upon termination of this agreement, you shall no longer be permitted to use any code
derived from any Integration Program, any development files and/or documentation in any of your
programs nor in any relevant Reckon products or add-on products created by you for use with relevant
Reckon products and Reckon irrevocably withdraws its consent for the use of the API gateway
(including any the API, access to any database, any code and development files).
9.7 In these circumstances, to the extent that your programs incorporating such code are being used by
third parties at the time of termination, such third parties will be able to continue to use the programs
notwithstanding the withdrawal of Reckon’s consent. However, you shall not be able to sell, market,
supply or otherwise distribute any further copies of your programs incorporating such code following
termination and use your best endeavours to cause any copies of such programs which are not being
used by third parties at the time of termination to be withdrawn from marketing or sales and be
destroyed.

10. Limitation of warranties

10.1 This clause 10 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
and services come with guarantees that cannot be excluded under the Australian Consumer Law.
10.2 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.
10.3 Except as required by the Consumer Guarantees, Reckon provides any Integration Program 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 (including uptime and data integrity) or results of the use,
of the API or access to any database.
10.4 You acknowledge that you have read the foregoing disclaimers of warranty and limitation of liability
and understand that, to the extent permitted by the Consumer Guarantees, you assume the entire risk
of use of any Integration Program, including for use of the API, database access, development files
and documentation.
10.5 Except as required by the Consumer Guarantees, Reckon excludes all conditions, warranties,
guarantees and rights that may be implied into this Agreement or otherwise conferred by law. This
Agreement does not exclude or modify any of those rights if to do so would contravene that law or
make any part of this Agreement void.

11. Indemnification

11.1 You shall indemnify Reckon and defend against any and all claims including but not limited to
privacy complaints or breach of privacy claims, including claims by third parties or your employees,
other than as required by the Consumer Guarantees, which arise directly or indirectly out of your use
of any Integration Program.
11.2 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 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 11, and any reliance on it by Reckon, is
fair and reasonable.
11.3 Except as required by the Consumer Guarantees, Reckon shall not be liable for any incidental or
consequential damages suffered by you through the use of any Integration Program, whether or not
such damages were disclosed to, or reasonably foreseen.
11.4 We assume no responsibility or liability for your arrangements with your customers. You are solely
responsible for the consequences of their use of any of your services.

12. General

12.1 This Agreement shall be governed by the laws of the State of New South Wales, Australia and the
parties submit to the Jurisdiction of the Courts of New South Wales, Australia for any and all
proceedings arising from this Agreement.
12.2 You may not assign any rights to any third party without Reckon’s prior written approval.
12.3 Reckon reserves the right to modify the terms of this agreement on no less than 15 days prior
written notice.
12.4 Written notice in most circumstances will be provided in the form of an email.