Legal

Reckon Partner Program Membership – Terms and Conditions

 

These terms and conditions (Terms) apply to membership provided by Reckon Limited (ABN 14 003 348 730) (us, or, or we) in relation to the following partner programs:
• Reckon Professional Partner
• Reckon Accredited Partner
• Reckon Cloud Advisor

(Partner Program).
This Agreement also covers the terms according to which we will sell you Products as a re-seller in the Territory which is Australia, unless otherwise agreed by us in writing.
Please read these Terms carefully. If you participate in any of the Partner Programs, then you agree to be bound by these Terms.

Terms and Conditions

1. Partner Program Membership Application
You may apply for Partner Program membership with us by completing an online application. We may at our sole discretion accept or reject your application depending on factors such as availability, your professional qualifications and our ability to validate your payment. We cannot guarantee that your membership application will be accepted.

2. Application may be subject to screening
Your application may be subject to a screening process. We reserve the right to make inquiries with the relevant professional bodies to confirm your professional status. Reckon may also check any references that you supplied or which we requested from you or make any other reasonable inquiries to verify your credentials and information provided by you in your application.

3. Benefits and membership not transferable
Your membership in a partnership program and any associated benefits (including any certification, annual partner awards or other benefits granted) are not transferrable.

4. Eligibility for partner program
Membership of the Reckon Partner Program is available to accountants, tax agents, bookkeepers in public practice in Australia and business and IT consultants with a valid ABN. To be eligible for a Partner Program, applicants may be asked to undertake online Reckon Software training.

5. Information in application
You warrant and represent to us that all information provided by you to us in your application is true, accurate and not misleading. We rely on this warranty and the information provided by you.
You must immediately notify Reckon in writing of any change to the details that you provided in applying for a partnership program.

6. Membership Benefit
By joining a Partner Program and by paying the annual partner program fee (if applicable), you will be entitled to the respective Membership Benefits and Membership Products set out on the Reckon Partner page. Membership Benefits and Membership Products are provided according to the category of Partner Program into which you fall.
We may introduce additional, or remove existing, Membership Benefits or Membership Products, from time to time, at our absolute discretion. We will notify you of any changes to your Membership by giving you 30 days’ notice.

7. Payment terms
Unless you are a Reckon Cloud Advisor, you agree to pay the respective Membership Fee set out on the Website.
We reserve the right to suspend your Membership in any of the Partner Programs if you are in default with the payment of you annual Membership Fee.

8. Commission
8.1 We will pay Commission to you as set out in your Partner agreement and these commission criteria are incorporated into these Terms by reference.
8.3 We may change our commission and pricing structure or payment methods from time to time in our sole discretion. We will notify you of any such changes by giving you 30 days’ notice.
9. Your Obligations
As a condition of these Terms, you agree that:
(a) you have no authority to act on Reckon’s behalf, enter licence agreements on behalf of Reckon directly, or bind Reckon except as expressly set out in these Terms;
(b) you have legal capacity, power and authority to enter into these Terms;
(c) there are no legal restrictions preventing you from providing services in relation to the Membership Products;
(d) you will not attempt to undermine the security or integrity of Reckon’s computing systems or networks or, where software is hosted by a third party, that third party’s computing systems and networks;
(e) you will not attempt to gain unauthorised access to any products or services other than those to which you have been given express permission to access or to the computer system on which the services are hosted;
(f) you will not transmit, or input into the Reckon website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law; and
(g) you will not do anything that would bring Reckon into disrepute, diminish its reputation or goodwill associated with the Reckon brand or Reckon products or services;
(h) you will not breach any of the software licences that are applicable to the Membership Products;
(i) you will sell the Reckon products and services in the same condition, without alteration or modification in any way;
(j) you will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and any applicable ethical and professional standards; and
(k) you will follow our directions regarding the sale and promotion of the Reckon products and services, and you will make no new or different statements or representations about the Reckon products and services to those made under these Terms or on our web-site/s, and will make no false or misleading representations about the Reckon products and services.

10. Liability
To the maximum extent permitted by law:
(a) you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us;
(b) you agree that these Terms exclude all terms, conditions and warranties implied by statute, in fact or on any other basis, unless such terms, conditions and warranties are clearly expressed in these Terms;
(c) our maximum aggregate Liability arising from or in connection with these Terms will be limited to, and will not exceed, the annual Membership Fee that you paid to us; and
(d) we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with:
i. any event or circumstance beyond our reasonable control;
ii. the provision of the Membership Benefits or Membership Products and your participation in any Membership Benefits;
iii. any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data whether direct, indirect, or otherwise;
iv. any indirect, consequential or special losses or damages;
v. acts or omissions of you or your personnel; or
vi. any defect, error, omission, lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit), inaccessibility of, interruption or outage with respect any Membership Products or Membership Services.
This clause will survive the termination of these Terms.

11. Indemnity
You shall indemnify and hold us harmless against any Liability arising due to any claims, warranties or representations made by you or your employees or agents that differ from the warranties and representations made by us under these Terms or on our website/s.
This clause will survive the termination of these Terms.

12. Term and Termination
This is an ongoing Membership. These Terms will continue until either you or we terminate in accordance with these Terms.
Either Party may terminate these Terms if the other party is in breach and fail to remedy such breach within 7 days of request to do so.
We may with notice immediately terminate your Membership if you:
(a) enter into any arrangement where there is a conflict of interest or potential conflict of interest between yourself and Reckon without Reckon’s prior written consent; or
(b) act in an unprofessional and unethical manner in your dealings and activities under or in connection with your appointment as a Professional Partner and do anything that would bring Reckon into disrepute or diminish the reputation or goodwill associated with the Reckon Products;

You can cancel your Partner Program Membership by giving written notice at least 30 days prior to the expiry of one year of Membership (or any subsequent one-year Membership period).
On termination of these Terms, you will:
(a) cease to refer to yourself as a Reckon Accredited Partner, Reckon Professional Partner or Reckon Cloud Advisor whatever the case may be; and
(b) immediately return to us all property, including Confidential Information, belonging to us.
At our sole discretion, we may suspend your Membership or terminate these Terms immediately without notice, if we believe you are in breach of any applicable laws, regulations or third-party rights.
Termination of these Terms will not affect any rights or liabilities which a party has accrued under it.
This clause will survive the termination of these Terms.

13. Use of software
You agree that, by accepting any software provided as part of the Membership pack, the licence to use the software is granted as a privilege to you personally and the software may only be installed and used at the place of business registered by you for your use only and it is not to be used by or resold to clients or other third parties.
The terms and conditions relating to the licence for the software in the Membership Pack are separately contained on or within the software or the packages containing that software and can be viewed online at www.reckon.com.
Nothing in the sale or supply of any products to you is to be construed as conferring any rights whatsoever to any intellectual property in such software. You may not sell, rent, lease, or otherwise dispose of or provide that software to any other party (this includes remote systems and bureaux). The number of user licenses shall be determined by Reckon. If you have multiple places of business, each location will require its own membership.
You agree that if you have purchased a licence to our software on behalf of your client that you purchase a licence key on their behalf and that you use the download links via the Partner Portal or such other method as agreed by Reckon in writing. You will use your best endeavours and take all reasonable steps to safeguard the software to ensure that there is no unauthorised use, copying or distribution of the software.

14. Use of Reckon Brand and Intellectual Property
Reckon reserves the right to set requirements for the use of its branding.
We grant you a non-exclusive, royalty free, personal, non-transferable and revocable licence for the term of your Membership to use the Reckon trademarks, logos, designs, devices, and service marks logos (Reckon Brand) corresponding with your Membership status in Australia for the purpose of promotion of Reckon products and services and affiliation with Reckon.
Reckon Brands including the Reckon Partner Program Membership logo (PP, AP or RCA Membership Logo) may only be used in the form approved by Reckon, together with your company name, as outlined in the following points:
(a) You will not use, register or attempt to register a company, business name, trade name or trade mark, domain name or url, containing the words Reckon, the R logo, or any similar other Reckon trademarks, or the former name of products which were owned or sold under licence by Reckon, or which may cause confusion to the general public regarding your relationship to Reckon;
(b) Your use any of Reckon trademarks and/or the PP Membership Logo is limited as prescribed in this agreement, provided also that all money owed to Reckon has been paid and will be paid;
(c) You may only use the trademarks and the PP Membership Logo in the same format as supplied to you by us. You may not make any amendments or alterations to the Reckon Brands and the PP Membership and you may not disseminate it other than as permitted in these Terms;
(d) You may use the PP Membership Logo on stationery and marketing materials used in connection with your business and with Reckon products in such a way as approved in writing by us prior to your use, including production of any material upon which you intend to use the Reckon trademarks or PP Membership Logo.
When using the PP Membership Logo:
(a) it must be clearly displayed, with nothing obscuring the image;
(b) must be accompanied by your company name; and
(c) must displayed without any competitor information.
You may not use the Reckon Brands or PP Membership Logo on or in any unlawful or illegal publications or in any publications, which contain hate speech, racial, or sexual or other discriminative material or pornography.
You must abide by any style guide issued from time to time by Reckon in relation to the use of the Reckon Brands. Such guidelines may contain conditions of use of Reckon Brands owned or used under licence by Reckon or a third party associated with Reckon, whether or not they are registered.
We may amend or withdraw our consent at any time and you will agree to abide by all such amendments or withdrawal of consent.
You may not use Reckon Brands or other Intellectual Property of Reckon unless we have given you permission in writing.
If your Membership changes you must cease to use the Reckon logo that corresponds with your previous Partner Program Membership. You have 2 months to cease use of the logos associated with your prior Membership.
Your participation in a Partner Program does not grant or transfer to you any rights, title or interest in relation to in our Membership Services or Membership Products.
If your Membership is cancelled or terminated, you must immediately cease holding yourself out as a member of a Partner Program and cease use of the logos associated with your prior Membership.
This clause will survive the termination of these Terms.

15. Privacy
We will comply with applicable Privacy Laws. Schedule 2 sets outs additional data protection and security provisions.

16. Confidentiality
17.1 Subject to sub-clause 2, you agree:
(a) not to disclose the Confidential Information to any third party at any time;
(b) to use your best endeavours to protect the Confidential Information from any unauthorised disclosure;
(c) only to use the Confidential Information for the purpose for which it was disclosed by us and not for any other purpose; and
(d) to be responsible for and assume liability in relation to all of your employees, agents, consultants and contractors to whom Confidential Information is disclosed and ensure that they maintain the confidentiality of the Confidential Information and otherwise comply with the obligations set out in these Terms.
18.2 Your obligations set out in sub-clause 1 do not apply to Confidential Information:
(a) that is already in the public domain, except as a result of the actions of the you in breach of these Terms; and/or
(b) received from a third party, except where there has been a breach of confidence; and/or
(c) that must be disclosed by law, provided that you reveal only so much of the Confidential Information as you are required by law to disclose and gives sufficient notice to us in order to allow us to object to, or otherwise prevent, the Confidential Information being disclosed.
18.3 This clause will survive the termination of these Terms.

19. General
(a) No agency: Nothing in these Terms will be taken as giving rise to a relationship of employment, agency, venture or partnership.
(b) No assignment: You may not assign, transfer or delegate these Terms and your rights and obligations under the Terms without our prior written consent. We may without restriction assign, transfer or delegate these Terms and any rights and obligations under these Terms, at our sole discretion, with 30 days prior notice. Your right to terminate these Terms, in accordance with these Terms, remains unaffected.
(c) Force Majeure: If a party (Affected Party) is unable to perform any of its obligations under these Terms due to an event or circumstance beyond its reasonable control (Force Majeure) and it gives the other party prompt written notice of such, the Affected Party’s obligations shall be suspended to the extent of the delay. The Affected Party must use reasonable efforts to limit the impact of the event on its performance and must continue to perform its obligations in full as soon as the Force Majeure ceases.
(d) Entire agreement: These Terms contains the entire understanding between the parties concerning the subject matter of these Terms and supersedes all prior communications and agreements.
(e) No waiver: The failure of either party to enforce any provisions under these Terms will not waive the right of such party thereafter to enforce any such provisions. A waiver must be in writing.
(f) Notices: All notices and consents relating to these Terms must be in writing.
(g) Severance: If any term or provision of these Terms are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms and the remaining terms and conditions will be unaffected. If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
(h) Governing Law: These Terms are governed by, and construed in accordance with the laws of New South Wales, Australia.
(i) Jurisdiction: You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and any courts entitled to hear appeals from those courts and irrevocably waive any right to object to proceedings being brought in those courts.
(j) This clause will survive the termination of these Terms.

20. Definitions
Business Day means a day on which banks are open for general banking business in New South Wales, Australia, excluding Saturdays, Sundays and public holidays.
Confidential Information includes information which:
a) is disclosed to you in connection with these Terms at any time;
b) is prepared or produced under or in connection with these Terms at any time;
c) relates to our business, assets or affairs; or
d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.
Intellectual Property means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, trade secret and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Membership is the right to access the Membership Benefits and Membership Products in accordance with these Terms.
Membership Products means the products specified on the Website.
Membership Fee means the fee specified on the Website.
Privacy Laws means the Australian Privacy Act 1988 (Cth) and any other applicable laws, including the European Union General Data Protection Regulation 2016/679.
Website means the Reckon website at https://www.reckon.com/au/partners/.
You means the person who has agreed to these Terms.

For any questions in relation to these Terms, please contact us at:
Reckon Limited (ABN 14 003 348 730) Email: professionalpartners@reckon.com

Last update: 13 November 2018

Schedule 1: ADDITIONAL CONDITIONS GOVERNING PROFESSIONAL PARTNERS WHO ARE RESELLERS

1. Ordering
All orders for Products must be presented on a valid purchase order form, be made on the online store or be made by telephone or e-mail where approved by us in writing, with a reference number if requested.
When we receive an order from you, then we:
• have no obligation to provide the Product to you until payment is received for the Product, unless otherwise agreed by the Parties;
• will use all reasonable endeavours to ensure that the Product is available; and
• will ensure that the Product supplied are of a merchantable quality for distribution by the Reseller.
You agree to pay the price specified at the time that you place your order, plus any applicable postage or freight.

2. Delivery
(a) By default, all orders will be provided digitally. You must specify the email address for each order. Links and instructions on how to download and install the software will be sent to the email address specified on the order form or though the online purchase process.
(b) If we have agreed to provide a physical shipment of software to you, you must specify the delivery address for each order. Products shall be delivered to the address specified on the order form or through the online purchase process. We charge freight at Reckon’s standard rates and Products are shipped by our own courier. A standard freight charge applies to every order regardless of its size or geographical destination within Australia. Freight must be paid on all Products shipped. You are responsible for freight costs unless otherwise agreed in writing with Reckon.
(c) All delivery times are estimates only.

3. Payment terms
(a) Unless otherwise authorised in writing all Products must be paid for in cash prior to shipment. Credit terms may be approved by Reckon in writing. The period for payment on such credit terms may be stated on the invoice and payment in full is due within the times specified on the invoice. If at any time any amount on credit is overdue, the entire outstanding balance becomes immediately due and Reckon reserves the right to suspend your Membership until such time as you are fully paid up.
(b) We may at any time and without assigning any reason, terminate or suspend any right to purchase products on credit. All money owed by you shall become immediately due upon the commencement of any act or proceeding for your winding up or placement into any form of insolvency or administration, whether formal or informal.
(c) We reserve the right to charge interest at the Commonwealth Bank Reference Rate plus 2% per annum on any money due but unpaid, calculated daily from the due date until payment is received by Reckon.
(d) We also reserve the right to recover from you any costs associated with recovering overdue amounts, including
collection agent fees and legal fees on a solicitor/own client basis.
(e) If invoices are unpaid for 30 days, we have the right to engage debt collection services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owed to us. You acknowledge and agree that you are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense, and that we may place a default against you with a credit reporting agency. You will indemnify us for the full amount of our legal and debt recovery costs.

4. Pricing
We reserve the right to change our Product’s prices at any time without further notice. All amounts charged to you will include GST where appropriate. Please note that keeping your address details up to date is your responsibility.

5. Retention of title
We retain Title in the Products until the purchase price has been paid in full in cleared funds, without any set off, withholding, counter claim or deductions. Risk in the products passes upon delivery to you.
Reckon reserves its rights to cancel access to any Products for which Reckon has not been paid in full on time, whether or not they have been resold by you. If the Products are re-sold by you, the proceeds of such sale shall be held by you in a separate identifiable account as the beneficial property of Reckon and shall pay such amount to Reckon upon request. Notwithstanding the above Reckon shall be entitled to maintain an action to recover the purchase price from you.

6. Reckon Returns Policy Regarding Faulty Stock sold to Customers
(a) Reckon will only accept the return of faulty or defective Products sold to your end customers which are in breach of the express warranty against defects, which is set out in the End User Licence Agreement for the Product, or as otherwise required by Australian Consumer Laws. The warranty against defects is for 90 days from date of purchase against defects in the media, details on how to claim for any such defects are also set out in the relevant End User Licence Agreement.
(b) Any claim for a breach of the warranty against defects or any other defect which an end customer may be entitled to claim under the Australian Consumer Laws, must be supported by the customer’s proof of purchase, the product itself together with reasonable details specifying what the customer alleges is faulty about the Product.
(c) You must provide the proof of purchase if requested and contact Reckon directly on 1300 137 847 with the product Installation Key Code. Generally, Reckon will not accept the return of any Software which is 1 version older than the then version of the current release of the Product, unless otherwise required by the Australian Consumer Laws. Once Reckon has received this information, Reckon will then assess the reason the Product is deemed faulty and provide a decision as to whether a RA number can be issued or if a replacement CD or DVD is to be provided.
(d) RA’s delivered to Reckon must be accompanied by the issued RA number and any required documentation within the specified time.

 

Definition Meaning
Territory Australia
Appointment Non-exclusive reseller of Products in the Territory. You agree to not resell any competing products.
Term During the term of an active Partner Program Membership.

 

Products Reckon software products that your Membership status entitles you to resell as per the Website.

 

 

Schedule 2 – 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.
We shall:
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).