This is a legal contract: By subscribing to AccountKit you acknowledge that you have read, understood and accept these terms as a contract between you and us and have the authority to act on behalf of any person or entity for whom you use AccountKit. You are deemed to have agreed to these Terms on behalf of your Invited Users.
These Terms were last updated on 22nd of August 2022.
Details of Updates
- 17 April 2023 - No wording changes, just updates to add section numbers to section 3.2.
- 22 August 2022 – Expanded on existing sections, and added new sections including additional obligations for all users.
- 2 December 2019
- Addition of section 5.6 - Third Party logos and trademarks.
- 16 October 2019
- Removal of Integrapay as one of the payment gateway provider under sections 3.1 and 8.1
- 1 March 2019
- Various spelling and grammer fixes
- 8.1 Update to trial conditions to add Stripe.com as a payment gateway provider;
- 9.1 Update of the help centre address from a sub-domain of desk.com to zendesk.com
- 27 March 2018 - Company name was updated from MBSoft Pty Ltd to AccountKit Pty Ltd
- 30 June 2017 - Original post
means these Terms.
means the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on our website, which we may change from time to time with notice to you.
means the AccountKit platform and all associated source code, software and Intellectual Property Rights contained therein.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including AccountKit but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data inputted by you or with your authority into our Website.
"Intellectual Property Right"
means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Related Bodies Corporate”
has the meaning given in the Corporations Act 2001 (Cth).
is defined in clause 2.2.
means the online accounting and personal finance management services made available via our Website. Any new features added to the service are also subject to these Terms.
means the Internet site at the domain www.account-kit.com or any other site operated by us, including our social media pages.
means any person or entity, other than the Subscriber, that uses AccountKit with the authorisation of the Subscriber from time to time.
means the person who registers to use AccountKit , and, where the context permits, includes any entity on whose behalf that person registers to use AccountKit.
means the Subscriber, and where the context permits, an Invited User. "your" has a corresponding meaning.
2. USE OF SOFTWARE
Access for yourself and Invited Users: We permit you the right to access and use our service via the Website with the particular user roles available to you according to your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. All rights granted to you under these Terms must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the AccountKit software or platform.
You are in control of your Invited Users: You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
- the Subscriber is responsible for all Invited Users' use of AccountKit;
- the Subscriber controls each Invited User's level of access to the relevant organisation and AccountKit at all times, and can revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- all Invited Users are over the age of 18 years; and
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or service, the Subscriber shall decide what access or level of access to the relevant data or service that Invited User shall have, if any.
Registration Data: To access our Services, you must register for an account. Your registration is subject to our verification processes, and you must provide:
- your practice name/business name;
- first and last name;
- email address;
- country and state;
- where you heard about us; and
- optionally, a business phone number and mobile number,
Social media sites: To access our social media pages, you must apply for access on the relevant social media site. We will confirm that you are an active Subscriber before granting access.
2.3 Restrictions on access:
Limitation on services: Some of our Services may be subject to a cap on the number of monthly transactions or other limitations that are imposed by third-party service providers. We are subject to the integration limits, which may impact the Services at times. We will endeavour to provide you with reasonable notice in advance if this happens.
Reasons for restriction: We may, in our absolute discretion, terminate, suspend or delete your account or restrict your access to AccountKit, the Website and our Services for the reasons set out in this clause, but where possible, will provide sufficient notice to you before any restrictions are implemented. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your account details or other content contained in your account. Where the restricted access is a result of necessary security, technical, legal or regulatory reasons, we will not be liable to you or any third party for doing so.
3. YOUR OBLIGATIONS
3.1. Payment obligations:
- Our service is paid: You must pay us the Access Fee to access and use AccountKit in accordance with this Agreement.
- All accounts based in Australia will be charged in Australian Dollars unless agreed to otherwise in writing. Access Fees are inclusive of GST unless otherwise stated.
- We may, at our sole discretion, offer native currency pricing for Subscribers in overseas jurisdictions.
- As at the date of these Terms, the following currencies apply for customers in the following jurisdictions:
- United Kingdom – Pound
- New Zealand – NZD
- Other jurisdictions – USD
- To switch the currency in AccountKit, you must update your Registration Data to switch the country of operation.
- What does an invoice cover?
- An invoice for the Access Fee will be issued each month starting one month from the date you subscribe to AccountKit.
- All invoices will charge for one month of Access Fees in advance.
- All invoices will be managed and charged monthly, via the selected payment option (credit, debit or otherwise) as provided by a third party payment provider. AccountKit will continue invoicing you via the selected third party payment provider monthly until this Agreement is terminated in accordance with clause 8.
- Third party payment providers:
- Payment processing services for access to, and use of the, the Software, are provided by third parties, and are subject to third parties’ Terms of Service. By placing an order and using Stripe, Chargebee, Xero App Store or other third party payment providers to process payments you agree to be bound by their Terms of Service which may be modified by them from time to time.
- As a condition of enabling payment processing services through Stripe, Chargebee or other third party payment providers, you agree to provide us with accurate and complete information to the extent required to process payments, and you authorise us to share it and transaction information related to your use of the payment processing services provided by those third parties.
- Non-payment: If payment of the Access Fee is not received by any due date, as specified to you on the relevant invoice, we will be entitled (without prejudice to any other remedy or right available to us) to:
- withhold provision of the Services to you;
- suspend access to the Website, and AccountKit;
- charge interest on the outstanding amount at the Indicator Lending Rates – Bank variable housing loans interest rate; and
- terminate this Agreement.
- Promotions and discounts: From time to time, we may offer promotional or discount codes that provide a discount on the Access Fee. These promotions are offered at our sole discretion and in accordance with any terms stated in the description of the promotion.
- Taxes: You will make all payments for the Access Fee without any deduction for tax. You are solely responsible for all additional taxes payable on your Access Fees, excluding GST which is included in the Access Fee pricing provided to you.
- No refunds: There are no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. Refunds will only be provided if required by law.
3.2. Pricing model:
- You pay a monthly fee: Your fee will be determined by the number of users assigned to each tool, and the number of Xero connections connected to your account. Pricing is tiered accordingly, as displayed on our Website (www.account-kit.com/pricing) and is subject to extra costs as set out on the Website’s pricing page. You will pay monthly in advance.
- We’ll give you notice if fees will rise: When you add new users, tools or Xero connections beyond the amount allocated in that month’s Access Fee, we will provide notice within AccountKit that your Access Fee is subject to increase.
- We will adjust your fee automatically: Your next invoice will automatically be adjusted to reflect the appropriate Access Fee, depending on the number of users assigned to each tool, and the number of Xero connections connected to your account, at any given time. Because you are invoiced monthly in advance, this change will take place on the next Invoice. Access Fee increases are not applied pro-rata.
- Grandfathered Access Fees: If you are an existing AccountKit User or Subscriber who signed up for our Services on a pricing model that has since been replaced, we will continue to honour your existing pricing model for up to 12 months from the price model replacement date. However, the existing pricing models will not include access to new features and tools. To gain access to new features you must subscribe to the most updated pricing model as set out on our Website.
- Changes to pricing: We may, from time to time, change the pricing of our Services. When we do, we will give you notice and post the changes to our Website, specifically on the pricing page. We will also notify you either in AccountKit, by email, or both. If you do not agree to the new changes, you may terminate this Agreement and stop using the Services.
3.3. Things you can’t do:You must not:
- modify AccountKit or merge any aspect of AccountKit with another programme other than as expressly provided under these Terms;
- copy, reproduce, republish, modify frame, upload to a third party, post, transmit (including, without limitation by broadcast), communicate or otherwise make available to the public, distributed, linked to or otherwise use any Website materials or AccountKit except with our prior written consent, or as expressly provided by these Terms;
- record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of AccountKit, the source code or any documents, manuals or setup instructions provided with AccountKit;
- licence, sell, rent, lease, transfer, assign or otherwise commercially exploit AccountKit except as otherwise provided in these Terms or with our prior written consent;
- engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures or attempt to undermine the security or integrity of our computing systems or networks or, where the services are hosted by a third party, that third party's computing systems and networks;
- access, store, distribute or transmit:
- viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of AccountKit;
- material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
- material that facilitates illegal activity;
- material that abuses or causes damage or injury to any person or property; or
- material that may damage any other person's computing devices or software, content that may be offensive, or material; or
- any data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
- provide AccountKit login details or passwords, or otherwise provide access to AccountKit, to any unauthorised third party, and you must take all reasonable steps to prevent unauthorised access to, or use of, AccountKit;
- share any features of AccountKit that are not publicly available with any unauthorised third party; and
- engage in any conduct on AccountKit that is in breach of these Terms (or any agreements mentioned therein).
3.4. Things you must do:
- ensure that all usernames and passwords required to access AccountKit and Services are kept secure and confidential, and avoid shared logins except with the sole purpose of connecting Xero or other authorised third party applications;
- immediately notify AccountKit of any unauthorised use of your passwords or any other breach of security so that we may reset your password;
- take all other actions that we reasonably deem necessary to maintain or enhance the security of our systems and networks and your access to AccountKit;
- only use AccountKit, the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by us or condition posted on the Website, or in cases where you use the Service on behalf of others or in order to provide services to others, you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you;
- keep all information up-to-date;
- promptly provide us with full and accurate information, data and explanations as and when reasonably required, including without limitation with respect to the Registration Data;
- comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under this Agreement;
- ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
- comply with all reasonable directions and guidelines as advised by us from time to time.
3.5. Communication Conditions:
If you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree:
- only to use such communication tools for lawful and legitimate purposes;
- not to engage in any activity that interferes with or disrupts the Services or our business;
- not to post or disseminate any material unrelated to the use of the Services, including (but not limited to):
- offers of goods or services for sale;
- unsolicited commercial email, files that may damage any other person's computing devices or software;
- content that may reasonably be offensive to any other users of the Services or the Website;
- abusive, derogatory, threatening, harmful, vulgar, profane, obscene, violent or otherwise objectionable behaviour; and
- material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use); and
- when you make any communication on the Website, you represent that you are permitted to make such communication.
We don’t always monitor communications: We are under no obligation to ensure that the communications on the website are legitimate or that they are related only to the use of AccountKit or the Services. If you post to our Website, including any social media pages, you must ensure that you only share private information that you are happy for others to know, and do not post anything you do not have the right to share.
But we may remove inappropriate posts: As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, we reserve the right to remove any communication at any time in our sole discretion.
3.6. Consequences for breaching these Terms:
If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
immediately, temporarily or permanently withdraw your right to access and use the Services and AccountKit (including deletion of your account);
take any other legal action against you; or
refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party's obligations under this clause will survive termination of these Terms
- The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
4.3. Data security:
AccountKit will maintain, and take reasonable precautions to ensure its subcontractors that have access to client data maintain compliance with either ISO 27001 – Information Security Management Systems or System and Organisation Controls 2 (SOC 2) standards, and will implement best practice security protocols and controls.
5. INTELLECTUAL PROPERTY
5.1. What we own:
We (or our related bodies corporate or licensors) retain ownership of Intellectual Property Rights in AccountKit, the Website, Services, and all documentation and materials relating to AccountKit and any other materials that may be provided to, or accessed by, you in connection with this Agreement (AccountKit IP).
- All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the AccountKit IP (collectively, the Developed IP).
- You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Developed IP.
5.2. Ownership of Data:
You own your own data: Title to, and all Intellectual Property Rights in, the data remain your property. However, your access to the data is contingent on full payment of the AccountKit Access Fee when due. We are not obliged to provide you access to the data if you are in breach of your payment obligations under this Agreement.
Licence to use your data: You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access, use, copy, transmit, store, and backup your information and data for the purposes of enabling you to access and use AccountKit and for any other purpose related to the provision of Services to you. This data includes suggestions, enhancement requests, recommendations, corrections or other feedback or information that you provide in respect of the Services.
5.3. Backup of Data:
You must maintain copies of all data inputted into the Service. We adhere to best practice policies and procedures to prevent data loss, including a daily system data backup regime, but do not make any guarantees that there will be no loss of data. We expressly exclude liability for any loss of data unless it is caused by our negligence or wilful act or omission.
5.4. Third Party applications and your data:
Third party access to data is needed: If you enable third-party applications for use in conjunction with AccountKit, you acknowledge that we may allow the providers of those third-party applications to access your data as required for the interoperation of such third-party applications with AccountKit and the Services.
We shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third-party application providers. You will also be bound by the terms of the third-party providers regarding the use of your data.
You may only use our various logos and other trademarks with our prior written consent and for promotional purposes to identify yourself as a customer or User of our Services, providing you do not attempt to claim ownership of the trademarks or logos.
5.6. Third Party logos and trademarks:
5.7. Publicity and marketing:
You agree that we may refer to you, your business name, any feedback provided to us, publish your logo and/or trademark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. We will ask for your prior written consent before referring to you in any publicity or marketing of our business.
5.7A. Access to data on termination:
If this Agreement is terminated in accordance with clause 8:
- You may access and continue to access your data by maintaining one active User subscription for each relevant tool;
- Data from your account can be exported to Excel or PDF, depending on the tool; and
- If you require assistance with exporting data, you may contact us at firstname.lastname@example.org to obtain a quote for export assistance.
- Unless otherwise deleted or reactivated by you, inactive accounts will remain dormant and inaccessible, and data may be deleted at any time by us provided we give 30 days’ prior notice to you.
5.8. Data breach:
We will notify you within 5 days of becoming aware of a Data or security breach or unauthorised use or disclosure of your Data (Data Breach), and will provide you with all information reasonably requested in relation to such a Data Breach.
6. WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that where you have registered to use AccountKit on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use AccountKit, you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by acceptance of these Terms, without limiting your own personal obligations under these Terms.
You agree and acknowledge that:
- You have authority to access and use the data that you input into the Website, AccountKit, or our Services, including by any of your Invited Users;
- You have authority to access the data, processed or otherwise, that is on the Website, AccountKit or our Services;
- We have no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you;
- If you use the Services or access the Website for any third-parties, you agree that:
- You are responsible for ensuring that you have the right to do so;
- You are responsible for authorising any person who is given access to information or data, and you agree that we have no obligation to provide any person access to such information or data without your authorisation and may refer any requests for information to you to address; and;
- You will indemnify us against any claims or loss caused by:
- our refusal to provide any person access to your information or data in accordance with these Terms;
- our making available information or data to any person with your authorisation.
- The provision of, access to, and use of, our Services is on an "as is " basis and at your own risk.
- Access to the services is not perfect: We do not warrant that the use of the service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the services. We are not in any way responsible for any such interference or prevention of your access or use of the Services.
- We do not provide professional advice: We are not your accountant nor your financial advisor and use of the Services does not constitute the receipt of accounting or financial advice. If you have any accounting questions, please contact an accountant. If you have any financial advice questions, please contact a financial advisor.
- It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for your purposes.
- You remain solely responsible for complying with all applicable accounting, tax and other laws, including the responsibility to verify processed data made available on AccountKit. You must cross-check any calculations for accuracy before purporting to rely on them for accounting, tax or other legal compliance. .
- It is your responsibility to check that storage of and access to your data via the AccountKit and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.3. No warranties:
- We will use reasonable endeavours to provide constant, uninterrupted access to AccountKit, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using AccountKit.
- To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of AccountKit provided hereunder is given or assumed by us other than as required at law or as is set out in this Agreement. You acknowledge and agree that AccountKit is provided on 'as is' basis and that you will make your own investigations into whether or not AccountKit is fit for your purposes.
- Except as set out in this Agreement, we make no representations, warranties or guarantees:
- That content available on, or produced by or via, AccountKit is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or
- as to the availability of AccountKit or that AccountKit is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.
- To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability and fitness for purpose, title and noninfringement.
6.4. Consumer guarantees:
You warrant and represent that you are acquiring the right to access and use the services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. LIABILITY AND INDEMNITY
7.1. Limited liability:To the maximum extent permitted by law, we exclude all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any indirect and consequential loss (including loss of information, data, profits and savings) or damage resulting, from any use of, or reliance on, the Service or Website.
- You assume sole responsibility for your use of AccountKit (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
- We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with AccountKit or any actions taken by us at your direction.
- To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of AccountKit, Services or Website or on any website linked to these provided we have implemented best practice security controls and protocols and business continuity systems and processes. We recommend you ensure you have up-to-date virus checking software installed.
- To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to your dealings with any third parties you interact with as a result of accessing AccountKit, our Services or Website. You should address such complaints directly with those third parties.
7.2. Loss and damage:
Our total aggregate liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) in any circumstance, will be limited to the Access Fees paid by you in the previous 12 months. This limitation of liability does not apply to liability arising from fraud or gross negligence.
If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
7.4. Reasonable allocation of risk:
The parties acknowledge that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.
This clause survives termination or expiry of this Agreement.
7.5. Your indemnity to us:You agree to indemnify and hold us harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against us, our directors, employees or contractors (collectively, the Indemnified) or which we must pay, sustain or incur as a direct result of:
- breach by you of any of your obligations under these Terms;
- loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms;
- breach of any third party’s Intellectual Property Rights; or
- breach by you of any law (including privacy laws).
7.6. Beta testing disclaimer:We’re a work in progress: From time to time, we may trial new features which may be offered to you for free (Beta Testing). If you participate in a Beta Testing program, you agree:
- this Agreement, with the exception of payment obligations, applies to your participation in Beta Testing;
- Beta Testing will be carried out over various testing periods, which will be activated and deactivated at our sole discretion without notice to you;
- you may not be invited to participate in all Beta Testing periods or programs;
- you must provide feedback and responses to questions asked by us from time to time regarding the Beta Testing;
- you must keep your participation in the Beta Testing confidential, and not disclose any of the in-development features until they are released to the general public; and
- if you wish to continue to use any features of Beta Testing upon release, you must pay for the additional Services and your Access Fee will be increased accordingly.
8.1. Trial policy:
When you first sign up for access to the Services you can evaluate the Services on a free trial basis, with no obligation to continue to use the Services. If you choose to continue using the Services thereafter, you will be billed from the day you first added your billing details into the Services via Stripe (stripe.com) or any other payment gateway we use. If you choose not to continue using the Services, you may contact email@example.com to organise for the deletion of your organisation and Registration Data from our servers.
8.2. Prepaid Subscriptions:
We will not provide any refund for any remaining prepaid period for a prepaid access fee subscription.
8.3. No fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period, these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period or if you give us notice of termination within 30 days of us notifying you of a change of these Terms under clause 10.2. If you terminate these Terms (other than as a result of our change to these Terms under clause 10.2) you shall be liable to pay all relevant Access Fees on a pro rata basis for each day of the then current period up to and including the day of termination of these Terms.
- breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; or
- breach any of these terms and the breach is not capable of being remedied (which
- includes (without limitation) any breach of clauses 3.3, 3.4 or any payment of Access Fees that are more than 30 days overdue); or
- you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, we may take any or all of the following actions, at its sole discretion:
- terminate this Agreement and your use of the Services and the Website;
- suspend for any definite or indefinite period of time, your use of the Services and the Website;
- suspend or terminate access to all or any data; and/or
- take any of the actions in this clause in respect of you, any or all of your Invited Users.
- For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of your account’s Invited Users is not made in full by the relevant due date, we may suspend or terminate your use of the Services, the authority for all or any of your organisation to use the Services, or your rights of access to all or any data.
8.5. Accrued Rights:Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, you will:
- remain liable for any accrued charges and Access Fees which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
8.6. Expiry or termination:
Clauses 3.1, 3.3, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of this Agreement.
You are responsible for cancelling your subscription with us. The registered Subscriber can terminate their Agreement at any time by sending an email to firstname.lastname@example.org. All of your content will be deleted by AccountKit 30 days after cancellation. If you cancel the Service before the end of the month, your cancellation will take effect at the end of your monthly billing period, and you will be billed for the entire billing period. During this time you will continue to have access to your account and are able to backup and export data. If you wish to continue access to your data at the end of the billing period, you must follow the procedures set out in clause 5.7.
9. HELP DESK
9.1. Technical Problems:In the case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting us.
If you still need technical help you must:
- check the support provided online by us on the Website in the Help Files, https://accountkit.zendesk.com;
- request assistance from the AccountKit community on our social media pages; and
- failing the above steps, email us at email@example.com. We will endeavour to respond to your enquiry within 1 business day.
9.2. Service availability:
- In this clause:
- Monthly Uptime Percentage means 100% - (Downtime Minutes / total minutes) for each calendar month.
- Downtime Minutes means the number of minutes in each calendar month where you or your Invited Users are not able to login to AccountKit, excluding minutes during a Planned Outage.
- Planned Outage means downtime and interruption to AccountKit and our Services, where the interruption was planned by us and notice was provided to you in advance on the Website, in-app notification or by email at least 24 hours in advance of the outage taking place
- Whilst we intend that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. As such, we guarantee a 99% Monthly Uptime Percentage for our Services.
- If for any reason we have to interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the AccountKit Website, in the AccountKit social media pages, via an in-app notification or email.
- If you believe that we have not provided a 99% Monthly Uptime Percentage, you may contact us at firstname.lastname@example.org within 30 days of the end of the calendar month during which the 99% Monthly Uptime Percentage was not provided to you. Upon receiving your notice, we will:
- Investigate and provide you with confirmation of total uptime (excluding Planned Outages); and
- If you are up-to-date with all Access Fee payments and do not have a history of delinquent payments, as determined in our sole discretion;
- We may, in our sole discretion, offer a refund or credit to your account for the number of minutes exceeding 1% downtime for that calendar month.
9.3. Service requirements:
You must not behave in a manner that is abusive or disrespectful to us or our employees, partners, or other customers. We will not tolerate any abuse or bullying of our employees in any situation, including interaction with our support teams.
10.1. Entire agreement:
Our products and Services will evolve with customer feedback, and as such these Terms may change from time to time. Any change to the Terms must not result in a reduction in the functionality, legal compliance (including privacy compliance) or security of our Services, unless such reduction is deemed reasonably necessary by us in our sole discretion, and we have communicated to you the impact of the changes at least 30 days prior to changing the Terms. We will endeavour to provide you with 14 days notice before any material changes to these Terms are implemented. This notice will be provided by e-mail or by visible notification when you next log into AccountKit. If you do not agree to the amended Terms, you may discontinue use of Accountkit and terminate this Agreement in accordance with clause 8.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.5. No Assignment:
You may not assign or transfer any rights to any other person without AccountKit's prior written consent.
We may assign, transfer, charge, sub-contract and deal with our rights and obligations under these Terms to our Related Bodies Corporate at any time.
We may assign, transfer, charge, sub-contract and deal with our rights and obligations under these Terms to unrelated third parties by providing you 30 days’ notice in writing.
10.6. Governing law and jurisdiction:
Australian law governs this Agreement and you submit to the exclusive jurisdiction of the courts of South Australia for all disputes arising out of or in connection with this Agreement.
If any part or provision of these terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to us must be sent to email@example.com or to any other email address notified by email to you by us. Notices to you will be sent to the email address which you provided as part of your Registration Data.
10.9. Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
These Terms, and the relationship between the parties contemplated by it, is not intended to be exclusive.
10.11 Nature of Relationship:
Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment, agency , fiduciary or other relationship between you and us, or between you and any other Subscriber or Invited User. Neither you nor we have, nor represent that they have, any authority to make any commitments of this kind on any other party’s behalf.
10.12 Survival of terms:
The provisions of this Agreement that can have effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.
10.13 Electronic signing and counterparts
This Agreement may be signed electronically and in counterparts, each of which is deemed to be an original and all of which taken together comprise a single document.
10.14 Statement of Ownership:
This is to certify that this website is owned and run by AccountKit Pty Ltd [ABN: 64 600 935 813] of Level 2, 64 Hindmarsh Square, Adelaide SA 5000. AccountKit Pty Ltd is registered in South Australia, Australia and has been active since July 2014.
If we subcontract the performance of the Services, we will ensure that our subcontractors comply with the requirements of this Agreement.