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 QuickBooks, hosted
by Reckon Online, the contents and features, related user
guides and materials, including all functionalities (“the
Services”), available through www.quickbooksonline.com.au or www.quickbooksonline.co.nz 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 clause
12.
1. LICENCE
(a) Evaluation licence: If
Reckon has given you the right to trial the Services upon payment of the
Evaluation Fee as set out on the pricing page of the Website, your
rights to use the Services are solely as set out in clause 11.
(b) 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 .
(c) 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
(a) Single User licence – If you have purchased a Single User Licence it only allows one user of the Services
(b) Multiple user licence: If
you have purchased a Multiple user licence (“your Account”), you and
other simultaneous users who are authorised by you, each have their own
login and password to access your Account.
(c) Access to the Service
(i) All access to the Services is solely verified by user Login and password;
(ii) You are entirely
responsible for maintaining the confidentiality of all your access
details (eg user name and password) and every user on your Account;
(iii) You are responsible for any and all activities that occur under your Account by any person or persons;
(iv) You agree to notify Reckon
immediately of any unauthorised use of your Account or any other breach
of security;
(v) 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; and
(vi) 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;
(vii) Access to your Account may be restricted by user login and passwords;
(viii) You are entirely responsible
for the access rights that are granted to any person or other users
under your Account.
(d) Internet access: You acknowledge and agree:
(i) Use of the Services requires internet access;
(ii) Speed of internet access will vary and may be affected by factors beyond the control of Reckon;
(iii) Any access to the internet
involves security risks and new threats to internet security are
continually evolving; and
(iv) You accept responsibility
for maintaining your own security regarding access to the internet and
protection of your data.
(e) No unlawful or prohibited
use: It is a condition of your use of the Services, that you will not
yourself, or allow others:
(i) To use the Services for unlawful purposes or any purpose prohibited by the terms of this Licence;
(ii) 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;
(iii) 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;
(iv) To obtain or attempt to
obtain any materials or information through any means not intentionally
made available through the Services;
(v) To knowingly or
recklessly post, link to, instal 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.
(vi) To knowingly or recklessly
transmit, or permit third party users to transmit unsolicited email in
breach of Australian or New Zealand law.
(f) Time zone for reports and
updates: You agree that all transactions and reports will be recorded
in the following relevant timezone to your geographical area:
· Australia - AEST or AEDT
· New Zealand - NZT or NZDT
(g) Communication: All
communication from Reckon to you is by email or SMS. It is your
responsibility to ensure that Reckon is provided with all your current
contact details, including your email address and relevant mobile phone
contact details to receive the SMS messages, and that you receive and
check your emails and SMS messages 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.
(h) Privacy: You agree to
allow Reckon to use and disclose any personal details provided to Reckon
in connection with this Licence in accordance with Reckon's then
current privacy policy displayed on Reckon's website.
(i) Enterprise or Quickbooks
Desktop Version (“Quick Books Enterprise”): If you copy your data file
created with the Services to use and work on the data off-line using
QuickBooks Enterprise, you must have purchased a licence for QuickBooks
Enterprise as this is a separate product. Please refer to the terms
and conditions of the licence for QuickBooks Enterprise. Reckon does
not guarantee that the online data file will always be compatible with
QuickBook Enterprise.
(j) General restrictions: You must not:
(i) use or rely upon the Services for any purpose or in any manner for which the Services is not warranted;
(ii) copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Services;
(iii) reverse engineer,
decompile, disassemble, reconfigure or otherwise attempt to discover the
source code of the Services; or
(iv) sell, market, network,
transfer, lease, license, sub-license, rent, lend or otherwise dispose
of or distribute the Services or use the Services to provide a bureau
service.
3. SECURITY OF YOUR ACCOUNT AND DATA
(a) 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, 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.
(b) 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.
(c) Back up: Although Reckon
does regular back ups on its overall infrastructure you should also
ensure you conduct regular backups of your data. Under no
circumstances will Reckon on behalf of itself and/or any of its
distributors and associates assume any liability with regard to your use
of the Services, including but not limited to loss of data.
4. SERVICES ACTIVATION AND VERIFICATION
(a) 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.
(b) Charges for reactivation: Reckon may charge you a fee for technical support if it needs to reset your password
(c) 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.
(d) 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.
5. TECHNICAL SUPPORT
a. 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.
b. You are also entitled to extended
hours of technical support. Currently the hours are Monday to Friday,
8.30am to 7:00pm between August and April, and 8:30am to 8:00pm between
May and July (AEST).
c. 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.
d. We also reserve the right at any time to change the hours of operation of technical support for the Services.
e. What is included as part of technical
support: Reckon will provide technical support in accordance with its
then current technical support policy, which may include:
(i) as contemplated by
clause 4 , the technical support required to reactivate the Services
(for example, when you verify your licence details or renew a
subscription);
(ii) provision of telephone help desk support services;
(iii) access to technical information about the Services contained on Reckon's website; and
f. Fees: You may be required to pay
charges for all other technical support, including technical support to
reactivate your Services (including when you wish to reinstall the
Services, in accordance with the then current technical support policy,
6. THIRD PARTY ONLINE SERVICES
(a) 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, an online share price download
facility; and a statement download facility, bill and other payment
services, a superannuation choice facility, online backup facility,
payroll services and a debt recovery facility which are provided at an
additional charge on a subscription basis measured for one year from the
date of registration.
(b) 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). 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. 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.
(c) In some cases you may
download other third party applications, for example Google Desktop
supplied by Google Inc. In such cases your agreement to be bound by the
terms of this Licence will also bind you to the terms of use or other
similar agreements required by such third parties for use of their
products.
7. LIMITED WARRANTY
(a) Services provided on an
'as is' basis: Subject to clause 8(b) , 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.
(b) 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, Reckon
does not guarantee or make any warranty that:
(i) the Services will work on all computer hardware platforms or configurations
(ii) the Services will be error free, that its use will be uninterrupted or be fit for your purpose.
(c) Internet access,
telecommunications networks, firewalls and security: 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.
8. LIABILITY
(a) Certain rights cannot be
excluded: The Competition and Consumer Act 2010 (Cth), and other laws
may imply certain conditions and warranties into this Licence 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.
(b) Exclusion of warranties:
To the full extent permitted by law, Reckon excludes all conditions,
warranties and rights that may be implied into this Licence. 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 conditions, warranties and
other rights will (but only to the extent required by law) apply to this
Licence.
(c) Limitation of implied
terms: Reckon's (and its distributors') liability for breach of any
implied conditions or warranties that cannot be excluded is limited, to
the extent permitted by law and at the option of Reckon, 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.
(d) General exclusion and
limitation: Other than as set out in clauses 8(b) and 8(c) , and to the
full extent permitted by law:
(i) Reckon (and its
authorised distributors) will not be liable to you or any other person
for any direct or 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, use of tax tables, use of
third party hardware (for example but not limited to Postec services) or
provision of technical support (whether by telephone or remote access
or other means); and
(ii) Reckon's maximum
liability for damages arising in connection with this Licence or the
supply of the Services is limited to the amount paid by you for the
Services for the year in which any such claim is formally made by you.
(e) Your liability to Reckon:
You agree that Reckon (and its authorised distributors) will not be
liable, other than 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 its
authorised distributors) may suffer or incur as a result of your use of
the Services (including any claims made against Reckon (or its its
authorised distributors) by third parties.
(f) Use of Services is not
provision of professional advice: The information contained in these
Services may contain features designed to assist you in complying with
the requirements of the relevant legislation. Legal, accounting or other
relevant professional advice should be obtained before taking any
action in reliance on these Services. The Services are also not
financial product advice. Where the Services contain features to assist
with compliance with relevant legislation, for example, but not limited
to superannuation guarantee requirements, then Reckon does not warrant
that the relevant reports will be compliant with legal requirements, as
these change from time to time. You agree it is your obligation to
ensure that deductions and rates used for deductions for superannuation,
taxation (of any nature) and any other deductions/contributions
calculated using the Services are correct from time to time and at the
applicable time. In addition any tax tables that might be supplied with
the Services are also changed from time to time and you should consult
with your professional adviser before relying on the tax tables. Reckon
does not warrant that the tax tables are up to date at the time of your
use. In providing you with the tax tables, 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 in relation to
these matters. 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.
(g) Reckon has no
responsibility for recommendations: 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.
(h) Corruption of Data and
on-line access: To the full extent permitted by law, 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.
(i) Third Party On-line
services: Reckon makes no warranty or representation in connection with
the Third Party Online Services, or third party hardware (for example
but not limited to Postec services) the responsibility for which rests
with the relevant provider of such Third Party Online Services or such
hardware.
9. TERM AND TERMINATION OF LICENCE
(a) 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.
(b) Termination by Reckon for
breach: Reckon may terminate this Licence if you are in breach of its
terms or as otherwise set out in this Licence.
(c) Early termination: If you
wish to terminate your subscription early, you must do so by giving
Reckon no less than one calendar month notice to that effect.
(d) 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.
(e) 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.
(f) 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
(a) 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 an annual
Subscription Fee, either as an upfront annual or monthly payments) and
is not linked to the dates of release, registration or provision by
Reckon of any Upgrades and/or Updates.
(b) This Licence prevails: If
you have purchased these Services to an upgrade any other Quickbooks
Software, this Licence shall supersede any previous licence agreement.
(c) No obligation on Reckon to
upgrade: Upgrades and/or Updates will be developed and included in the
Services in 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.
(d) 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.
(i) You will be required to pay
the Subscription Fees for the initial 12 months Subscription Period
before being given access to the Services.
(ii) 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.
(iii) 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 subscription fee from the bank account
nominated by you.
(iv) 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.
(v) You will be liable for
any penalty charges incurred by Reckon by reason of at the dishonour or
reversal of any payments made by you.
(vi) All payments remain payable whether or not you use the Services while the subscription remains active.
(vii) 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.
11. TRIAL USE OF THE SERVICES
If you have elected to access the Services as
a trial and upon payment of the Evaluation Fee, the terms in this
clause 11 also apply to your use of the Services:
(a) Licence: Your licence to use the Services:
(i) permits you to evaluate the Service's functionality and suitability for your requirements;
(ii) is subject to the provisions of clauses 2, 3, 4, 6,7 and 8;
(iii) is for 30 Days (Evaluation Period);
(iv) all payments for the
Services are non-refundable, even in the event of cancellation,
suspension or termination.
(b) Duration: You acknowledge
that your licence to use the Services will only apply for the Evaluation
Period. At the end of the Evaluation Period:
(i) 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
(ii) if you wish to use the Services you must pay the Subscription Fee.
(c) 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.
(d) Liability: You acknowledge
that subject to clauses 7(b) and 7(c), and to the full extent permitted
by law, 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.
12. GENERAL
(a) 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.
(b) 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.
(c) Evaluation Fee: The fee
set out on the pricing page of the Website at the relevant time to
obtain an Evaluation Licence to use the Services on trial.
(d) Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
(e) Subscription Fee: The fee
set out on the pricing page of the Website at the relevant time for use
of the Services.
(f) Subscription Period: The
period for which you have paid the Subscription Fee in accordance with
clause 10(d).
(g) Termination of licence:
Upon termination of your licence you will not have access to the
Services and your data will be destroyed within 30 days from the expiry
of your subscription in accordance with clause 9.
(h) Third Party Applications
and Technology: When using the Services, you may access third party
applications and technology. The terms of the third party's licence
apply to your use of all such third party applications and technology.
(i) 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.
(j) Waiver: Any failure to
enforce any rights under this Licence by Reckon is not to be taken as a
waiver of those rights.
RECKON, RECKON ONLINE and the Reckon Online
logo are trademarks of Reckon Limited. Quicken and QuickBooks are
registered trademarks of Intuit Inc.
© 2010-2011, Intuit Inc.
All rights reserved.