Reckon Limited / Terms & conditions | Reckon

 

Terms & conditions

On this page you will find a number of important Reckon terms and conditions.

Reckon Accounts Hosted Licence Agreement

This licence agreement applies to the following Reckon Online products and services: Reckon Accounts Hosted. Please see www.reckononline.com.au or www.reckononline.co.nz for more details about Reckon Online.

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY.

This is a contract between Reckon Limited (ACN 003 348 730) (Reckon) and you. By using Reckon Accounts Hosted, the contents and features, related user guides and materials, including all functionalities (“the Services”), available through www.reckononline.com.au or www.reckononline.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 clause12.

Important:

Please note the following features of the Services and the terms of use of these Services as detailed in this Licence as outlined below. Please refer to the Licence for full details of the Services and terms of use. (This summary is a guide only and is not intended to cover all references in the Licence agreement, you should review all the terms of the Licence to determine how these terms relate to you.)

Subscription:

This is a subscription to use the Services for a minimum of 12 months. The Subscription Fee for the initial 12 months is non-refundable. After the initial 12 month Subscription you may choose to pay for a further 12 month subscription or monthly subscription at the applicable rates. If after the initial 12 months, you do not renew your subscription or your subscription expires or is terminated, you will no longer have access to the Services, and your data will be destroyed within 30 days from the expiry of your subscription.

Access to the Services:

Use of the Services is solely verified by user login and password. You are entirely responsible for maintaining the confidentiality of all access details of every user of your Account. Reckon does not accept any responsibility for breaches of your security.

Use of the Services:

You will not yourself or allow others to engage in any unlawful or prohibited use. You are responsible for any and all activities that occur under your Account by any person. Reckon will not be liable for any loss that you may incur as a result of unauthorised use. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Account.

Internet access, telecommunications networks, firewalls and security:

You acknowledge and agree that use of the Services requires internet access which may be affected by factors beyond the control of Reckon. Any access to the internet and storage of data on servers may involve risks and that while as far as possible Reckon will try to, it cannot guarantee security. Submissions made via email are not protected by encryption and may be vulnerable to interception during transmission. Reckon does not guarantee the uninterrupted availability of the Services, its website, applications hosted by the website, its servers (or the servers of third parties, which Reckon may engage to provide the whole or part of the Services) including connections to its online activation server because these may be dependent upon third party networks and security measures over which Reckon has no control.

Third Party Online Services:

The Services may contain access to, or features that interface with, third party online services ("Third Party Online Services"). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services.

Back up:

You should ensure you conduct regular backups of your data. Except under the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability for loss of data.

Accounts Hosted subscribers only:

Offline access for PC only. A corresponding current version of an Accounts Enterprise licence is required for each user to be able to copy the data file created with the Services and work offline, and charges may apply. Please refer to the terms and conditions of the licence for Accounts Enterprise desktop. The Accounts Hosted online data files may not always be compatible with the corresponding Accounts Enterprise desktop software.

Accounts Hosted (Premium) subscribers only:

One Accounts Enterprise licence is provided per customer with purchase of first current Accounts Hosted Premium licence by the customer, regardless of number of users. Additional licences need to be purchased for multi user sites of Accounts Hosted Premium. If you wish to use Accounts Enterprise Desktop only, then you may do so for the remaining period of your Accounts Hosted (Premium) licence.

Time zone for reports and updates:

All transactions and reports will be recorded in the following relevant time zone to your geographical area:

  • Australia - AEST or AEDST
  • New Zealand - NZT or NZDT

Communication:

Most communication from Reckon to you will be by email. If Reckon needs to contact you quickly, Reckon may communicate to you via SMS. You must opt in to this service to receive service status updates via SMS.

Use of Services is Not Provision of Tax, Accounting or Professional Advice:

  • The information contained in these Services may contain features designed to assist you in complying with the requirements of relevant legislation.
  • In providing you with information which may relate to relevant legislation, Reckon is not engaged in rendering legal, accounting or other professional services and that nothing in the Services constitutes taxation, financial, wealth management, superannuation or other professional advice. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on these Services.
  • While relevant reports produced using the Services will be compliant with legal requirements at time of release, as these requirements may change from time to time, you should confirm compliance with your professional adviser.
  • The help contained in these Services are not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.

Disclaimer:

To the maximum extent permitted by any law, including the Consumer Guarantees, neither Reckon or any provider of Third Party Services (“TPS Providers”), including but not limited to any Third Party Online Services or any bank, will be responsible for delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.

Limitation of Implied Terms:

In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable. Reckon's Contact details:

Business: Address:

Level 12, 65 Berry Street, North Sydney, NSW 2060

Phone:

1800 732 566

Email:

consumerservice@reckon.com.au

1. Licence

  1. 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.
  2. 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.
  3. No transfer of copyright: No transfer of copyright: The Services are licensed not sold, despite any reference to “purchase” or “sale” in this Licence or in any invoice or purchase order for the supply of the Services. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Services and retains ownership of the copyright and all other intellectual property rights in the Services and is protected by copyright law and international copyright treaty. LI>

2. Use of the Services

  1. Single User licence: If you have purchased a Single User Licence it only allows one user of the Services.
  2. 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.
  3. Access to the Service:
    1. All access to the Services is solely verified by user Login and password;
    2. You are entirely responsible for maintaining the confidentiality of all your access details (eg user name and password) and every user on your Account;
    3. You are responsible for any and all activities that occur under your Account by any person or persons;
    4. You agree to notify Reckon immediately of any unauthorised use of your Account or any other breach of security;
    5. 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;
    6. 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;
    7. Access to your Account may be restricted by user login and passwords; and
    8. You are entirely responsible for the access rights that are granted to any person or other users under your Account.
  4. Internet access: You acknowledge and agree:
    1. Use of the Services requires internet access;
    2. Speed of internet access will vary and may be affected by factors beyond the control of Reckon;
    3. Any access to the internet involves security risks and new threats to internet security are continually evolving; and
    4. You accept responsibility for maintaining your own security regarding access to the internet and protection of your data.
  5. No unlawful or prohibited use: It is a condition of your use of the Services, that you will not yourself, or allow others:
    1. To use the Services for unlawful purposes or any purpose prohibited by the terms of this Licence;
    2. 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;
    3. 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; 
    4. To obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
    5. To knowingly or recklessly post, link to, install or transmit, or permit third party users to post, link to or to transmit: A. Any material that is abusive, threatening, harmful, malicious, defamatory, obscene, pornographic, profane or otherwise unlawful; B. Any material containing a virus or other hostile computer program; C. To post, link to or transmit any material that constitutes or encourages a criminal offence, gives rise to civil liability or infringes the intellectual property rights of any third parties.
    6. To knowingly or recklessly transmit, or permit third party users to transmit unsolicited emails in breach of Australian or New Zealand law.
  6. Time zone for Accounts Hosted reports and updates: You agree that all transactions and reports will be recorded in the following relevant time zone to your geographical area:BR>
    • Australia - AEST or AEDST
    • New Zealand - NZT or NZDT
  7. Communication: Most communication from Reckon to you is by email. It is your responsibility to ensure that Reckon is provided with all your current contact details, including your email address and that you receive and check your emails regularly. Reckon will not be liable to you for any loss that you may incur as a result of not providing us with your current details or not receiving such communication from Reckon. Reckon may also contact you if required urgently via SMS. You must choose to opt into this service via the website before you will receive SMS updates.
  8. 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.
  9. Accounts Hosted subscribers only: - Offline access for PC only. The corresponding current version of an Accounts Enterprise is required for each user to be able to copy the data file created with the Services and work offline, and charges may apply. Please refer to the terms and conditions of the licence for Accounts Enterprise. The Accounts Hosted online data files may not always be compatible with the corresponding Accounts Enterprise software,
  10. Accounts Hosted (Premium)subscribers only: One Accounts Enterprise licence is provided per customer with purchase of first current Accounts Hosted (Premium) licence by the customer, regardless of number of users. Additional licences need to be purchased for multi user sites of Accounts Hosted (Premium). If you wish to use Accounts Enterprise Desktop only, then you may do so for the remaining period of your Accounts Hosted (Premium) licence.
  11. General restrictions: You must not:
    1. use or rely upon the Services for any purpose or in any manner for which the Services is not warranted;
    2. copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Services;
    3. reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Services; or
    4. sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the Services or use the Services to provide any Internet based services, including a bureau or hosting service.

3. Security of your account and data

  1. Security of your data: Reckon will use reasonable precautions to prevent the unauthorised disclosure of your data and will not decrypt your data. We will not, however, be responsible or incur any liability for any matters, including without limitation, any unauthorised access to your data, including by third parties to whom you have intentionally or inadvertently given shared access. In the event that Reckon is served with a subpoena or is otherwise lawfully compelled to provide access to your data, we will, subject to it being lawful, notify you of that fact.
  2. 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.
  3. Back up: Although Reckon does regular back ups on its overall infrastructure you should also ensure you conduct regular backups of your data. In addition, you should confirm your data retention requirements with your professional adviser for tax and compliance purposes. Except under the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability for loss of data.

4. Services activation and verification

  1. 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.
  2. Charges for reactivation: Reckon may charge you a fee for technical support if it needs to reset your password.
  3. 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.
  4. 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

  1. 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.
  2. You are also entitled to extended hours of technical support. Currently the hours are Monday to Friday, 8.30am to 7:00pm (AEST).
  3. 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.
  4. We also reserve the right at any time to change the hours of operation of technical support for the Services.
  5. 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:
    1. 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);
    2. provision of telephone help desk support services;
    3. access to technical information about the Services contained on Reckon’s website; and
  6. 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

  1. Interaction with Online Services: The Services may contain access to, or features that interface with, third party online services (“Third Party Online Services”). Examples of Third Party Online Services that may be applicable to the Services are EFTPOS, SBR-enabled services, an online share price download facility, a statement download facility, bill and other payment services, a superannuation choice facility, online backup facility, payroll services and a debt recovery facility, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of registration.
  2. Terms for Third Party Online Services: Third Party Online Services are only available for the Subscription Period. Charges may apply for the use of Third Party Online Services (in addition to the cost of Internet access levied by your ISP). Reckon may terminate access to the Third Party Online Services if payment of the charges relating to the Third Party Online Services are not paid. Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. In some cases Reckon may be the provider. You should check with the relevant third party provider as to the terms and conditions of use. Except as may be required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Third Party Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address.
  3. 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

This clause 7 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively. ("Consumer Guarantees"). In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law.

You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.

  1. Services provided on an ‘as is’ basis: Except as required by the Consumer Guarantees, Reckon provides the Services to you on an “as is” basis and without any representations by Reckon or any of its authorised distributors and associates regarding the use, performance or results of the use, of the Services.
  2. No guarantee that Services will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Services works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee or make any warranty that:
    1. the Services will work on all computer hardware platforms or configurations; or
    2. the Services will be error free; or
    3. that its use will be uninterrupted.
  3. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee, the uninterrupted availability of the website or applications hosted by the website by Reckon’s servers (or the servers of third parties which Reckon may engage to provide the whole or part of the Services) or connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.

8. Liability

  1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 8, and the limited warranties provided in clause 7, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void.
  2. Exclusion of warranties: Except as required by the Consumer Guarantees, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
  3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon’s (and its distributors’) liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair of the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
  4. General exclusion and limitation: Other than as set out in clauses 8(b) and 8(c), and as required by the Consumer Guarantees:
    1. 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, the TPS Providers, 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
    2. 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.
    3. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which Reckon (or its authorised distributors) may suffer or incur as a result of your use of the Services (including any claims made against Reckon (or its authorised distributors) by third parties.
    4. Use of Services is not provision of tax, accounting or other professional advice: The information contained in the Services may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Services, which includes for example, but not limited to, superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Services. These compliance requirements may change from time to time. You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Services, are correct and compliant when created or used by you. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on the Services or what is produced by you using the Services. The Services are also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Services constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Services is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
    5. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of these Services or not, in respect of anything (including, without limitation, any error in or omission from these Services), and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help, contained in these Services.
    6. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of the Services or any online link available between the Services and another server including without limitation in connection with Third Party Online Services.
    7. Third Party On-line services: Except as required by the Consumer Guarantees, Reckon makes no warranty or representation in connection with the Third Party Online Services, or third party hardware (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.
    8. Third Party On-line service Providers (“TPS Providers”): Except as required by the Consumer Guarantees, neither Reckon or any TPS Providers, including but not limited to any bank, will be responsible for delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you.

9.Term and termination of licence

  1. 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.
  2. 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.
  3. Early termination (i) If you wish to terminate your Licence early, you must do so by giving Reckon no less than one calendar month notice to that effect. Any refund of Subscription Fees is subject to clause 10 (d). (ii) Early termination for Accounts Hosted ONLY: Subject to clause (c)(i), You will have the option at termination, to request an equivalent number of Accounts Enterprise licences to enable you to work offline for the remainder of the term of the original Licence.
  4. 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.
  5. 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.
  6. 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

    1. 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 upfront annual or monthly payments as specified in this Licence) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
    2. This Licence prevails: If you have purchased these Services to upgrade any other Accounts or Reckon Software, this Licence shall supersede any previous licence agreement.
    3. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and included in the Services at Reckon’s sole discretion, and Reckon does not warrant or represent that it will develop or release any Upgrades and/or Updates during the term of the Subscription Period or Licence.
    4. 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.
      1. You will be required to pay the Subscription Fees for the initial 12 months Subscription Period before being given access to the Services. The Subscription Fee for the initial 12 months is non-refundable.
      2. This Licence will automatically terminate upon expiry of the subscription period unless it is renewed and you will not have access to the Services in accordance with clause 9. To clarify, if after the initial Subscription Period, payment is made by advance payment monthly Subscription Fees and these monthly payments are not made by the due date, the Licence will automatically terminate and you will no longer have access to the Services. If you renew and have paid upfront annual fees for the full 12 month period, that fee is non-refundable.
      3. 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.
      4. 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.
      5. You will be liable for any penalty charges incurred by Reckon by reason of the dishonour or reversal of any payments made by you.
      6. All payments remain payable whether or not you use the Services while the subscription remains active.
      7. 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 Service

    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:

    1. Licence: Your licence to use the Services:
      1. permits you to evaluate the Service’s functionality and suitability for your requirements;
      2. is subject to the provisions of clauses 2, 3, 4, 6, 7 and 8;
      3. is for 30 Days (Evaluation Period);
      4. all payments for the Services are non-refundable, even in the event of cancellation,suspension or termination.
    2. Duration: You acknowledge that your licence to use the Services will only apply for the Evaluation Period. At the end of the Evaluation Period:
      1. 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
      2. if you wish to use the Services you must pay the Subscription Fee.
    3. 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.
    4. Liability: You acknowledge that subject to clauses 8(b) and 8(c), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, including loss of data, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Services during the Evaluation Period or any breach of this clause 11.

    12.General

    1. 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.
    2. Consumer Guarantees: Are the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
    3. 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.
    4. 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.
    5. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
    6. Accounts Enterprise: The current version of Accounts Enterprise Desktop software also known as “Accounts Enterprise” or “Enterprise”.
    7. Subscription Fee: The fee set out on the pricing page of the Website at the relevant time for use of the Services.
    8. Subscription Period: The period for which you have paid the Subscription Fee in accordance with clause 10(d).
    9. 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.
    10. 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 will apply to your use of all such third party applications and technology.
    11. 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.
    12. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
    13. Reckon's Contact details:

      Business Address:

      Level 12, 65 Berry Street, North Sydney, NSW 2060

      Phone:

      1800 732 566

      Email:

      customerservice@reckon.com.au

      Reckon, Reckon logo, Reckon Accounts, R logos, Reckon Online and Reckon Online logo are trademarks of Reckon Limited. Accounts Hosted software © 2013-2014, Intuit Inc. All rights reserved.

      05/07/2013

      RECKON ONE LICENCE AGREEMENT



      This licence agreement applies to Reckon One. Please see www.reckonone.com for more details about the Services.

      THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY.

      This is a contract between Reckon Limited (ACN 003 348 730) (Reckon) and you. By using Reckon One, the contents and features, related user guides and materials, through the Reckon website relating to the Services including all functionalities, the Core Module and any other Modules you may subscribe to from time to time (“the Services”). 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.

      Important:

      Please refer to the full terms of the Licence for details as to how the terms of use relate to you.

      Please refer to the website for details of the Service, minimum requirements and functionality.

      SUMMARY -

      The following is a guide only and is not intended to cover all references in the Licence agreement.

      Subscription:

      • This is a Subscription to use the Core Module(s) and any additional Modules included in the Services, which you may select from time to time (together referred to as a "Book") for thirty (30) days. A Subscription to use the Core Module is a prerequisite to using any of the Services. The Subscription Fee is paid 30 days in advance and is non-refundable. Reckon will continue to charge your nominated account every thirty (30) days to continue renewing your Subscription for each of the components in each Book to which you have subscribed, unless otherwise instructed by you.
      • You must purchase a Core Module licence for each Book you wish to operate.
      • If you cancel your Subscription or do not pay the renewal fee for whatever reason, you will no longer have: (a) access to the Services relating to the cancelled Modules; and (b) you will only have "Read Only Access" to your data relating to the cancelled Subscription(s).
      • There are no refunds if you cancel your Subscription for any Module, including the Core Module, before the expiry of the Subscription.
      • You may change the Modules in a Book at any time, provided that you always have a licence for the Core Module. However you will be charged the minimum monthly Subscription Fee for all Modules up to and including the thirty (30) day period in which you change or cancel your Subscription to the relevant Module.

      Use and access to the Services:

      • Use of the Services is solely verified by user login and password. You are entirely responsible for maintaining the confidentiality of all access details of every user of your Account. Reckon does not accept any responsibility for breaches of your security.

      Your data and use of personal information:

      • You grant Reckon a licence to use, copy, transmit, store, and back-up your data information:
        • for the purposes of enabling you to access and use the Services and for any other purpose related to the provision of the Services to you in accordance with this Agreement; and
        • to collect data and basic information about your use to help improve quality, reliability and performance of our Services.
      • You agree to allow Reckon to collect, 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.

      Internet access, telecommunications networks, firewalls and security:

      • You acknowledge and agree that use of the Services requires internet access which may be affected by factors beyond the control of Reckon. Any access to the internet and storage of data on servers may involve risks and that while as far as possible Reckon will try to, it cannot guarantee security.
      • Submissions made via email are not protected by encryption and may be vulnerable to interception during transmission.
      • Reckon does not guarantee the uninterrupted availability of the Services, its website, applications hosted by the website, its servers (or the servers of third parties, which Reckon may engage to provide the whole or part of the Services) including connections to its online activation server because these may be dependent upon third party networks and security measures over which Reckon has no control.

      Third Party Online Services:

      • The Services may contain access to, or features that interface with, third party online services ("Third Party Online Services"). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services.

      Your original data and data retention:

      • You should ensure you maintain copies of the data you input into the Services. Except as required under the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability for loss of data.
      • In addition, you should confirm your data retention requirements with your professional adviser for tax and compliance purposes.

      Time zone for reports and updates:

      • All transactions and reports will be recorded in the following relevant time zone to your geographical area:

        Australia - AEST or AEDST
        New Zealand - NZT or NZDT

      Communication:

      • Most communication from Reckon to you will be by email. If Reckon needs to contact you quickly, Reckon may communicate to you via SMS. You must opt in to this service to receive service status updates via SMS.
      • If you use other communication tools which may be available through the Services or use the Reckon website or Reckon Online communities, for example chat rooms, forum etc, you agree to only use it for legitimate and lawful purposes in accordance with the terms of these tools.

      Use of Services is not provision of tax, accounting or professional advice:

      • You should confirm compliance of reports you rely on with your professional adviser to ensure they are current and that they meet your needs.
      • 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.

      Third party access to your information:

      • Reckon may use certain third parties to help Reckon to analyse, provide and improve the Services (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Service’s features).
      • Reckon uses Amazon’s Web Services (“AWS”) service to host some of your information (for example, customer data) in Australia. You can find more information on Amazon's data security from the AWS site, eg, http://aws.amazon.com/security/

      Disclaimer:

      • To the maximum extent permitted by any law, including the Consumer Guarantees, neither Reckon or any provider of Third Party Services (“TPS Providers”), including but not limited to any Third Party Online Services or any bank, will be responsible for delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.

      Limitation of implied terms:

      • In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.

      Reckon's Contact details:

      business address: Level 12, 65 Berry Street, North Sydney, NSW 2060
      contact number: : 1800 RECKON (1800 732 566)
      contact email : customerservice@reckon.com.au

      1. LICENCE
        1. 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.
        2. 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.
        3. 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
        1. Multiple User Licence: 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 and the relevant Book.
        2. Core Module: You must subscribe to at least one Core Module in order to be able to access the Services.
        3. Book: You must have a separate Book for each entity, eg. Company, business, partnership or person for whom accounts are being kept.
        4. Modules: You can add or remove as many Modules as needed per Book, provided you have a current Subscription for the Core Module.
        5. Access to the Service:
          1. All access to the Services is solely verified by user Login and password;
          2. You are entirely responsible for maintaining the confidentiality of all your access details (eg user name and password) and every user on your Account;
          3. You are responsible for any and all activities that occur under your Account by any person or persons;
          4. You agree to notify Reckon immediately of any unauthorised use of your Account or any other breach of security;
          5. 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;
          6. 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;
          7. Access to your Account may be restricted by user login and passwords; and
          8. You are entirely responsible for the access rights that are granted to any person or other users under your Account.
        6. Internet access: You acknowledge and agree:
          1. Use of the Services requires internet access;
          2. Speed of internet access will vary and may be affected by factors beyond the control of Reckon;
          3. Any access to the internet involves security risks and new threats to internet security are continually evolving; and
          4. You accept responsibility for maintaining your own security regarding access to the internet and protection of your data.
        7. No unlawful or prohibited use: It is a condition of your use of the Services, that you will not yourself, or allow others:
          1. To use the Services for unlawful purposes or any purpose prohibited by the terms of this Licence;
          2. 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;
          3. 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;
          4. To obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
          5. To knowingly or recklessly post, link to, install or transmit, or permit third party users to post, link to or to transmit:
            1. Any material that is abusive, threatening, harmful, malicious, defamatory, obscene, pornographic, profane or otherwise unlawful;
            2. Any material containing a virus or other hostile computer program;
            3. 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.
          6. To knowingly or recklessly transmit, or permit third party users to transmit unsolicited emails in breach of Australian or New Zealand law.
        8. Time zone for Accounts Hosted reports and updates: You agree that all transactions and reports will be recorded in the following relevant time zone to your geographical area:
          • Australia - AEST or AEDST
          • New Zealand - NZT or NZDT
        9. Communication: Most communication from Reckon to you is by email. It is your responsibility to ensure that Reckon is provided with all your current contact details, including your email address and that you receive and check your emails regularly. Reckon will not be liable to you for any loss that you may incur as a result of not providing us with your current details or not receiving such communication from Reckon.
          1. Reckon may also contact you if required urgently via SMS. You must choose to opt into this service via the website before you will receive SMS updates.
          2. You may use other communication tools which may be available through the Services or use of the Reckon website, for example chat rooms, forum etc.
          3. You may not use these tools to post or disseminate any material unrelated to the Services whatsoever, including but not limited to files which may damage any other person’s computing devices or software, content that may be offensive or threatening to any users or in any other way violate any law. By using such communication methods you agree to only use it for legitimate and lawful purposes in accordance with the terms of this Agreement.
          4. By using any of the communication tools you represent that you are permitted to make such communication. Reckon is not under any obligation to ensure any communication from you using the Reckon website are authorised, legitimate or relevant to the Services.
        10. Your data: By using the Services, you grant Reckon a licence to use, copy, transmit, store, and back-up your data information:
          1. for the purposes of enabling you to access and use the Services for any other purpose related to the provision of the Services to you in accordance with this Agreement; and
          2. to collect data and basic information about your use to help improve quality, reliability and performance e of our Services.
        11. Third party access to your data and information: You acknowledge that Reckon may use certain third parties to help Reckon to analyse, provide and improve the Services (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Service’s features).
        12. Access to Reckon’s online community: All Reckon customers are able to access Reckon’s online community, such as blogs and forums, in accordance with the relevant terms of use as set out on the Website.
        13. Privacy: You agree to allow Reckon to collect, 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.
        14. General restrictions: You must not:
          1. use or rely upon the Services for any purpose or in any manner for which the Services are not warranted;
          2. copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Services;
          3. reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Services; or
          4. sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the Services or use the Services to provide any Internet based services, including a bureau or hosting service.
      3. SECURITY OF YOUR ACCOUNT AND DATA
        1. Security of your data: Reckon will use reasonable precautions to prevent the unauthorised disclosure of your data and will not decrypt your data. We will not, however, be responsible or incur any liability for any matters, including without limitation, any unauthorised access to your data, including by third parties to whom you have intentionally or inadvertently given shared access. In the event that Reckon is served with a subpoena or is otherwise lawfully compelled to provide access to your data, we will, subject to it being lawful, notify you of that fact.
        2. 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.
        3. Your original data and document retention: Although Reckon does regular back ups on its overall infrastructure you should also maintain copies of the data you input into the Services. In addition, you should confirm your data retention requirements with your professional adviser for tax and compliance purposes. Except under the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability for loss of data.
      4. SERVICES ACTIVATION AND VERIFICATION
        1. 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.
        2. Charges for reactivation: Reckon may charge you a fee for technical support if it needs to reset your password.
        3. Consequences of non-renewal and failure to verify details: If a Subscription for all or any one Module is cancelled or not renewed for any reason, Services for the relevant Module(s) will be discontinued and: (a) you will not have access to the Services; and (b) subject to clause 9, you will only have Read Only Access to your data.
        4. 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
        1. Period when technical support is available: During the period for which you have paid the relevant Subscription Fee, 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 on the Website at the relevant time. Our technical support consultants are not available to you to provide 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.
        2. Reckon may also provide additional support through other media such as Reckon online communities, including blogs and forums, in accordance with terms and details provided on the Website.
        3. 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.
        4. We also reserve the right at any time to change the hours of operation of technical support for the Services.
        5. What is included as part of technical support: Reckon will provide technical support in accordance with its then current technical support policy as set out on the Website at the relevant time.
        6. Fees: You may be required to pay charges as specified on the Website at the relevant time for technical support which is not included in the then current technical support policy.
      6. THIRD PARTY ONLINE SERVICES
        1. Interaction with Online Services: The Services may contain access to, or features that interface with, third party online services (“Third Party Online Services”). Examples of Third Party Online Services that may be applicable to the Services are EFTPOS, SBR-enabled services, an online share price download facility, a statement download facility, bill and other payment services.
        2. Terms for Third Party Online Services: The Third Party Online Services may or may not be provided at an additional charge (in addition to the cost of Internet access levied by your ISP) for the Subscription Period. Non payment of any additional charges may result in the your access to Third Party Online Services being terminated. Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. In some cases Reckon may be the provider. You should check with the relevant third party provider as to the terms and conditions of use. Except as may be required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Third Party Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address.
        3. 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.
        4. By accessing any Third Party Online Services, you acknowledge that Reckon may be required to allow the Third Party Online Services providers access to your data to enable the operation of those Third Party Online Services with the Services. Reckon will not be responsible for any modification, deletion or disclosure of your data resulting from such access by Third Party Online Services providers.
      7. LIMITED WARRANTY
        This clause 7 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively. ("Consumer Guarantees"). In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law.

        You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.

        Except as required by the Consumer Guarantees:

        1. Services provided on an ‘as is’ basis 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.
        2. No guarantee that Services will be error free or that use of the Services will be uninterrupted: Reckon has endeavoured to make sure that the Services work substantially as per the specifications published by Reckon from time to time. Reckon does not guarantee or make any warranty that:
          1. the Services will work on all computer hardware platforms or configurations; or
          2. the Services will be error free; or
          3. that use of the Services will be uninterrupted.
        3. 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
        1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 8, and the limited warranties provided in clause 7, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void.
        2. Exclusion of warranties: Except as required by the Consumer Guarantees, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
        3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon’s (and its distributors’) liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair of the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
        4. General exclusion and limitation: Other than as set out in clauses 8(b) and 8(c), and as required by the Consumer Guarantees:
          1. 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, the TPS Providers, 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
          2. 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.
        5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which Reckon (or its authorised distributors) may suffer or incur as a result of your use of the Services (including any claims made against Reckon (or its authorised distributors) by third parties.
        6. Access to your data and Account information: Other than as specified in this Agreement, you acknowledge that Reckon does not have any responsibility to give any person other than yourself access to information relating to your Account or your data without your express authorisation other than where Reckon is required to do so by law. You will indemnify Reckon for any claims or loss relating to Reckon’s refusal to provide any access to your data; or where pursuant to your authorisation, Reckon makes any data or information relating to your Account or use of the Services available to any person.
        7. You agree that use of Services is not provision of tax, accounting, financial, legal or other professional advice: You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Services, are correct and compliant when created or used by you. Legal, accounting or other relevant independent professional advice should be obtained before taking any action in reliance on the Services or what is produced by you using the Services. The information contained in the Services may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Services, which includes for example, but not limited to, tax tables, rates for contributions or deductions calculated using the Services. These compliance requirements may change from time to time. The help contained in the Services is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
        8. Except as required by the Consumer Guarantees:
          1. 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.
          2. Corruption of data and on-line access: 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.
          3. Third Party On-line services: Reckon makes no warranty or representation in connection with the Third Party Online Services, or third party hardware, the responsibility for which rests with the relevant provider of such Third Party Online Services or such hardware.
          4. Third Party On-line service Providers (“TPS Providers”): Neither Reckon or any TPS Providers, including but not limited to any bank, will be responsible for delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you.
      9. TERM AND TERMINATION OF LICENCE
        1. 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.
        2. Termination by Reckon for breach: Reckon may terminate this Licence if you are in breach of its terms, including but not limited to non-payment of the Subscription Fee by the due date; or your use of the Services is not done in good faith as reasonably determined by Reckon; or you or your business become insolvent or your business goes into liquidation or becomes subject to any insolvency event or arrangement in any jurisdiction; or as otherwise set out in this Licence.
        3. Early termination by You: (i) If you wish to terminate your Subscription early you must do so by notifying Reckon using the Reckon Website Facility: and (ii) You acknowledge that there is no refund of Subscription Fees for early termination or cancellation of the Subscription for all or any of the Services for the relevant 30 day period in which the Subscription was cancelled, terminated or changed. To avoid doubt, if the Subscription Fee is paid in advance for a three month period, but terminated in the 2nd month, only the fees for the third month would be refunded.
        4. Effect of Termination: Upon termination of your Subscription: (i) All the Services for which payment has not been made will be discontinued immediately upon completion of the notification process on the Reckon Website Facility to terminate or change your Subscription; (ii) you will no longer have access to the relevant terminated Services; and (iii) you will only have Read Only Access to the data relating to the terminated Services.
        5. 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
        1. Reckon Website Facility: All transactions relating to your Subscription, are to be conducted by way of the Reckon Website Facility.
        2. Minimum Subscription: You must subscribe to at least one Core Module to access the Services.
        3. No extension of Licence term: Your right and entitlement to use the Services concludes at the end of the term of the Subscription and is subject to the advance payment of the renewal fee for the Subscription Period, and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
        4. This Licence prevails: If you have purchased these Services to upgrade any other Accounts or Reckon Software, this Licence shall supersede any previous licence agreement.
        5. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and included in the Services at Reckon’s sole discretion, and Reckon does not warrant or represent that it will develop or release any Upgrades and/or Updates during the term of the Subscription Period or Licence.
        6. Payment: All payments are 30 days in advance and calculated according to the Subscription Fees as set out on the Website, at the time of the relevant purchase, renewal or change to the Subscription. Prices are subject to variation by Reckon from time to time on 30 days notice to you.
          1. You will be required to pay the Subscription Fee for the Subscription Period for the Core Module and any other Modules you may select per Book, before being given access to the Services. Subject to clause 9(c), the Subscription Fee for the Core Module and any of the other Modules to which you may subscribe is non-refundable.
          2. The Subscription will automatically terminate upon expiry of the Subscription Period unless it is renewed and your access to the Services will be in accordance with clause 9. If the Subscription Fee payments are not made by the due date for any reason, the Subscription will automatically terminate with respect to all or part of the Services for which the payment has not been made in accordance with clause 9.
          3. If the Subscription Fee is not renewed for a Core Module(s) access to any other Modules associated with that Core Module(s) will also be terminated and access to data created using those Modules will be in accordance with clause 9.
          4. The Subscription can be automatically renewed upon payment of the Subscription Fee on or before the termination of the expiring Subscription Period for all or part of the relevant Services. You will be required to pay the Subscription Fee upfront and to continue with thirty (30) day payments by the due date to renew the Core Module and any other Modules for the Services you may select from time to time. You authorise Reckon to direct debit your monthly Subscription Fee from the bank account, nominated by you and for the period nominated by you, using the Reckon Website Facility, until such time as this Licence is terminated pursuant to this Agreement. You may withdraw or change your authorisation for payment by way of the Reckon Website Facility with respect to an advance payment or future renewals of the Services.
          5. 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 geographical location.
          6. You will be liable for any penalty charges incurred by Reckon by reason of the dishonour or reversal of any payments made by you.
          7. All payments remain payable whether or not you use all or any part of the Services while the Subscription remains active.
          8. 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:

        1. Licence: Your licence to use the Services:
          1. permits you to evaluate the Service’s functionality and suitability for your requirements;
          2. is subject to the provisions of clauses 2, 3, 4, 6, 7 and 8;
          3. is for 30 Days (Evaluation Period);
          4. all payments for the Services are non-refundable, even in the event of cancellation, suspension or termination.
        2. Duration: You acknowledge that your licence to use the Services will only apply for the Evaluation Period. At the end of the Evaluation Period:
          1. 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
          2. if you wish to use the Services you must pay the Subscription Fee.
        3. 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.
        4. Liability: You acknowledge that subject to clauses 8(b) and 8(c), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, including loss of data, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Services during the Evaluation Period or any breach of this clause 11.
      12. GENERAL
        1. Account: means all the licences for Services you have purchased in your name.
        2. 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.
        3. Book or Books: means the compilation of a Core Module and any additional Modules for which you may purchase a licence from time to time. For example, you or your business may purchase a licence for, a Book for the holding company and another Book for a subsidiary company. Each Book must include at least a Core Module.
        4. Core Module: means the prerequisite module for each Book and is required to use and access the Services.
        5. Consumer Guarantees: means the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
        6. 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.
        7. Evaluation Fee: means 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.
        8. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
        9. Modules: means the separate applications within the Services which must be used with its Core Module. For clarity Modules can only be used with a dedicated Core Module.
        10. Read Only Access: means the “read only” mode of the data created using the Services and which can no longer be edited or otherwise manipulated, for example the data cannot be accessed and used to create reports etc.
        11. Reckon Website or Website: means Reckon's company websites www.reckonone.com, www.reckonone.com.au or www.reckonone.co.nz
        12. Reckon Website facility or Website facility: means the facility accessed via the Website, through which all transacations relating to Reckon One are conducted, including selection and purchase of Subscriptions for the Core Module (s) and any additional Modules from time to time; and any subsequent changes to the Subscription.
        13. Services: means Reckon One which is online accounting software which includes, the contents and features, related user guides and materials, including the Reckon Website and all functionalities, of the Core Module and any other Modules to which you may subscribe to from time to time.
        14. Subscription: means the licence for the Services, for one or more Modules for which a Subscription Fee has been paid. The Modules may be varied by you provided the minimum requirements as specified in this Licence are met.
        15. Subscription Fee: means the fee set out on the pricing page of the Website at the relevant time for use of the Services and is paid in advance for the relevant Subscription Period and is not refundable.
        16. Subscription Period: means the thirty (30) day period for which you have paid the Subscription Fee in accordance with clause 10.
        17. Third Party Applications and Technology: means the third party applications and technology you may access when using the Services. The terms of the third party’s Licence will apply to your use of all such third party applications and technology.
        18. Variation: means the extent permitted by law, to which Reckon may vary any of the terms and conditions of this Licence upon providing you with thirty (30) days’ notice in writing. Reckon will display any new terms and conditions on the Website and you should check the website regularly.
        19. Waiver: means any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
        20. Reckon's Contact details:
          business address: Level 12, 65 Berry Street, North Sydney, NSW 2060
          contact number: 1800 RECKON (1800 732 566)
          contact email: customerservice@reckon.com.au.

      Reckon, Reckon logo, R logos, Reckon Online and Reckon Online logo are trademarks of Reckon Limited. © 2013, Reckon Limited. All rights reserved.

      Reckon Accounts Business Range Licence Agreement


      This licence agreement applies to the following products and services: Reckon Accounts Business Range (excluding “Reckon Accounts Hosted”).

      THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY.

      This is a contract between Reckon Limited (ACN 003 348 730) (Reckon) and you. By using the Software supplied with this document, and the related user guides and materials (together the Software), you agree to be bound by the terms of this Licence and the application of Reckon's Privacy Policy to information collected from you. The Privacy Policy can also be viewed on the website. This Licence covers copies of the Software provided for evaluation or trial purposes, subscription versions and non-subscription or full versions of the Software. Some Licence provisions may not be applicable to you, depending on the particular version of the Software you have purchased or if you are using the Software for evaluation purposes. The defined terms and the rules of interpretation in this Licence are set out in clause 14.

      Important:

      Please refer to the website for details of the Software, minimum requirements and functionality. Please also refer to Reckon's Privacy Policy at www.reckon.com. There are a number of technical features within the Software that may affect your ability to continue to use the Software. These are outlined in more detail in the terms of the Licence, but in summary:

      • You are purchasing the right to use the Software, not to own it;
      • If you have been provided with a Trial Version, you may only use the Software on a temporary basis to evaluate the Software's functionality and suitability for your requirements;
      • The Software contains registration and activation processes to guard against illegal copying;
      • To continue using the Software, those processes require you to verify your compliance with the terms under which you are licensed to use the software (for example: the number of computers on which the software is installed) and to permit continued reactivation of the Software from time to time. This involves, in all versions, periodically verifying your licence details, and in the subscription version, renewing your subscription when it falls due. Reckon may also verify subscription customers during a subscription period and not only at renewal. You will also need to reactivate your Software if you want to reinstall it (for example, if you upgrade your computer or if you have a hard drive failure, and you may incur a technical support cost for this);
      • When you purchase the Software or during the course of your subscription you will be provided with an installation key code (“IKC”). Please keep the installation key code in a safe place. You may need it when you first install or re-install (if permitted) the Software and to reactivate the Software. Please note if you lose your installation key code that it will not be replaced by Reckon and you will not be able to install or reactivate the Software;
      • You also need a licence key to reactivate your Software. In addition, with some older versions of the Software, you will not be able to re-install or reactivate the Software if you do not have your installation key code - see details below on Reckon's sunset policy;
      • There will be no charge to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, Reckon may charge you a fee for technical support if it needs to reissue a licence key provided also that the version of the Software you are using has not been ‘sunsetted’ as explained below. Reckon may also charge a fee if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software if you upgrade your computer or due to a hard drive failure);
      • If you do not renew your subscription, which also requires you to install and use the updated Software or if you do not verify your licence details (as applicable) within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records); and
      • Reckon has a 'sunset policy' which means that technical support is not available for some older versions of the Software. This includes the ability to install or re-install that Software for any reason if you have lost your installation key code for those old versions. If you wish to continue using the Software in those circumstances, you will need to purchase a new copy of the current version of that Software.
      • Data collection & Privacy: You acknowledge that Reckon collects information from you when registering, activating and validating the Software and when you use the Software. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information, please refer to Reckon’s Privacy Policy on our website www.reckon.com. By activating and using the Software you consent to Reckon's collection and use of the information collected from you in accordance with Reckon's Privacy Policy.
      • Reckon BankData: You must have a current subscription to Reckon Accounts software (excluding EasyStart) or as specified on the Website, which may be updated from time to time. You will require internet access. Your access to the bank data feeds are subject to your bank's terms and conditions and their acceptance of your application to supply the bank data feeds. This Licence will entitle you to the number of bank data feed import transactions for you which you have subscribed and paid. This licence is not transferable between other Reckon products (eg. Reckon One). You must purchase a separate licence for each other Reckon product in which you want to import bank data feeds.
      • Use of Software is not provision of professional advice:
        • The information contained in the Software may contain features designed to assist you in complying with the requirements of relevant legislation.
        • In providing you with information which may relate to relevant legislation, Reckon is not engaged in rendering legal, accounting or other professional services and that nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on this Software.
        • While relevant reports produced using the Software will be compliant with legal requirements at time of release, as these requirements may change from time to time, you should confirm compliance with your professional adviser before relying on any such reports.
        • The help contained in this Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
      • Third Party Online Services: The Services may contain access to, or features that interface with, third party online services ("Third Party Online Services"). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services including the cost of internet access. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services or accept any liability or responsibility for any loss or damage relating to the Third Party Online Services except as required by the Consumer Guarantees.
      • Back up & Data Retention: You should ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability with regard to your use of the Software, including but not limited to, loss of data. In addition, you should confirm your data retention requirements for tax and compliance purposes with your professional adviser.
      • Liability: To the maximum extent permitted by any law, including the Competition and Consumer Act 2010 (Cth) or the Consumer Guarantees Act 1993 (NZ), Reckon will not be liable responsible for delays, non-performance, failure to perform, processing errors nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
      • Disclaimer: To the maximum extent permitted by any law, including the Consumer Guarantees, neither Reckon or any provider of Third Party Services (“TPS Providers”), including but not limited to any Third Party Online Services including any bank, will be responsible for any data submitted, entered or created using the Services or any Third Party Services (for example, including but not limited to bank data feeds), delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. You are responsible for the accuracy of all data entered; all output created by you relying on the data entered; and where relevant, that any data or document lodged is accurate, timely and is compliant with all relevant laws and regulations, including keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged and any other data retention or compliance requirements. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
      • Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
      • Reckon's Contact details:

      Business Address:

      Level 12, 65 Berry Street, North Sydney, NSW 2060

      Phone:

      1300 784 253

      Email:

      consumerservice@reckon.com

      1. Licence

      1. Evaluation licence: If Reckon has provided a Trial Version of the Software to you, your rights to use the Trial Version are solely as set out in clause 12.
      2. Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Software on the terms of this Licence for the period determined in accordance with clause 10.
      3. No transfer of copyright: The Software is 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 Software. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty.
      4. All access to the Software is solely verified by user Login and password;
      5. You are entirely responsible for maintaining the confidentiality of all your licence and access details (eg user name and password) and every user of your Software including Third Party Online Services, such as bank data feeds;
      6. You agree only to grant access to the Software for use by you or on your behalf;
      7. You are entirely responsible for the access rights that are granted to any person or other users using your Software, including Third Party Online Services.
      8. You are entirely responsible for any and all activities using the Software by any person or persons, including Third Party Online Services, such as bank data feeds;
      9. You are responsible for the accuracy of all information and authorisations provided to Reckon or any third party service providers, relating to the Software or access to any of the Third Party Online Services, for example bank data feeds;
      10. Reckon will not be liable for any loss that you may incur as a result of unauthorised use of your Software or any Third Party Online Services, by any person or persons;
      11. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Software or any Third Party Online Services, by any person or persons; and
      12. Access to your Account may be restricted by user login and passwords.

      2. Your permitted use of the software

      1. Single use licence: If you have purchased a single user licence, you:
        1. may install the Software once, on one computer only. However, if you wish to reinstall the Software (for example, if you need to install the Software on a replacement computer), then clause 3 will apply; and
        2. Must ensure that the Software is used by one person only at any one time.
      2. Additional licences:Subject to any multi-user licence that you have obtained, if:
        1. More than one person is to use the Software at the same time; or
        2. The Software is to be installed on more than one computer then you must obtain an additional licence for each additional person or computer.
      3. Premier Version: If you have purchased a full version of Accounts Premier, this Licence entitles you to load the Software on up to two computers (for use by a single processing unit only on each computer) for use by up to two individuals simultaneously. If you wish to install the Software on more than two computers you must purchase additional licences that will permit up to five users to simultaneously access a data file. If Reckon releases the next release of Accounts Premier while you are a member of the Reckon Advantage programme subject to its terms and conditions, you will be permitted to make a total of five installations.
        If you have purchased a subscription version of Accounts Premier, this licence entitles you to load the Software on up to five computers (for use by a single processing unit only on each computer) for use by up to five individuals simultaneously. If you wish to install the Software on more than five computers you must purchase another full version or a subscription version of that software but for simultaneous access you will need to upgrade to an appropriate version that permits more than five users to simultaneously access a data file.
      4. Accountant Edition: If you are an eligible Professional Partner who has purchased a full version of Accounts Accountant Edition, this Licence entitles you to load the Software on up to five computers (for use by a single processing unit only on each computer) for use by up to five individuals simultaneously. In some special cases with written approval of Reckon only, certain Professional Partners may be allowed to load the Software on up to 25 computers. However, only 5 simultaneous users can have access to any single data file.
      5. Enterprise Version: If you have purchased the Accounts Enterprise version of the Software, this Licence entitles you to load the Software on up to ten computers with the option to load up to another 20 computers at the applicable charge (for use by a single processing unit only on each computer) for use by up to ten or more individuals up to a maximum of 30 (as permitted by the Licence purchased) simultaneously. You may not load the Software onto any further computers.
      6. BankData: You may only subscribe to Reckon BankData if you have a current subscription of Reckon Accounts business software (excluding EasyStart) or as specified on the Website, which may be updated from time to time. You will require internet access. Your access to the bank data feeds are subject to your bank's terms and conditions and their acceptance of your application to supply the bank data feeds. This Licence will entitle you to the number of bank data feed import transactions for you which you have subscribed and paid. This licence is not transferable between other Reckon products (eg Reckon One). You must purchase a separate licence for each other Reckon product in which you want to import bank data feeds.
      7. General restrictions: You must not:
        1. use or rely upon the Software for any purpose or in any manner for which the Software is not warranted;
        2. copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software;
        3. reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software; or
        4. sell, market, network, transfer, lease, license, sub-license, rent, lend, share or otherwise dispose of or distribute the Software and/or the relevant unique installation key code (“IKC”); or
        5. use the Software to provide bureau, hosting or other services by internet or by any other means.
      8. Licence verification: Upon written request from Reckon, including by e-mail, you agree to provide Reckon with a signed certificate:
        1. verifying that the Software is being used fully in accordance with this Licence, including user and machine limitations, and
        2. Listing locations, types and serial numbers of equipment on which the Software is run.
      9. Audit rights: Reckon may also audit the number of copies of the Software in use or possession by you, the equipment on which the Software is installed or used and the number of users using the Software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Reckon's expense. If the audit reveals underpaid or unpaid fees due to Reckon, you will be invoiced for them based on Reckon's then current price list, and if these exceed 5% of the licence fees you have already paid, you will also be invoiced for the cost of the audit.

      3. Back-up and data retention

      1. Back up: You should also ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates does not assume any liability for loss of data.
      2. Data retention: You are responsible for ensuring you meet all your data retention requirements for tax and any other compliance purposes. You should confirm these requirements with your professional adviser, as some legislation requires you to keep copies of certain data for later reference, for example, for the ATO or ASIC.

      4. Product activation and verification

      1. Initial registration and verifying licence details: This Software may contain technology that protects Reckon against illegal copying. As a consequence, you may be required to:
        1. register your details during the initial installation (including your name, contact details and details of the hardware on which the Software will be installed (if this is not done automatically by the Software);
        2. if you have a full version, have the Software reactivated periodically thereafter by verifying your licence details to confirm you are using the Software in accordance with these Licence terms;
        3. if you have a subscription version, have the Software reactivated (on payment of Reckon's renewal fee and verification of your licence details) if you wish to renew the subscription;
        4. have the Software reactivated by Reckon if you wish to re-install the Software (for example, if you would like to install the Software on a new computer or if you have a hard drive failure and need to reload your Software); and
        5. provide to Reckon the details of your installation key code and product key code for the Software as part of the reactivation process. You agree to activate or reactivate the Software within a reasonable time or within such time as the Software prompts you to do so.
      2. Key codes: Each copy of the Software is provided with a unique installation key code (“IKC”) (which may appear on the packaging or the cover of the media on which the Software is contained). This IKC is for your exclusive use only in accordance with the terms of this Licence. You should keep the IKC safe. As per clause 4(a)(v), you will be required to provide your installation key code to Reckon when you reactivate your Software.
      3. Manner of verification: You must verify your licence details in the manner required by Reckon from time to time (which may include email or on-line registration via the Internet). The Software may prompt you as to the required manner of verification.
      4. Charges for reactivation: Reckon will not charge you to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, unless you have lost your installation or licence key code. You need both your installation code and your licence key to be able to reactivate the Software. Reckon may charge you a fee for technical support to reissue a licence key code. Reckon may also charge a fee for technical support if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software because you have a new computer or need to reload the Software due to a hard drive failure). For the current fees go to www.reckon.com. If you have lost your installation key code, Reckon will not replace that code, and you may be required to purchase new software.
      5. Consequences of non-renewal and failure to verify details: This Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the Software if a subscription is not renewed or in the case of a full licence version, you have not verified your licence details when periodically prompted to do so by Reckon or by the Software. If the Software is not reactivated within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
      6. Statutory declaration: In certain circumstances, before permitting a re-activation, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation in a form required by Reckon.
      7. Older versions: Reckon has a sunset policy (covered in more detail in clause 6(a)) which means that technical support is not available for certain older versions of the Software. If technical support is not available for your version, you will not be able to reactivate or reinstall your Software if you do not have your registration key code. Reckon will not be obliged to provide you with a replacement key code and in those circumstances you will need to purchase a new version or Upgrade in order to continue using the Software. Please go to www.reckon.com to see the sunset policy.

      5. Data collection & privacy

      1. You acknowledge and agree that Reckon collects information from you when registering, activating and validating the Software. Additional information may also be collected in relation to your use of the Software. Reckon handles personal information in accordance with the Privacy Act 1988 (Cth) and the applicable Privacy Principles. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information please refer to Reckon’s Privacy Policy on our website www.reckon.com.
      2. By activating and using the Software, including technical support:
        1. you agree to allow Reckon to use and disclose any personal information provided to Reckon in connection with this Licence in accordance with Reckon's then current privacy policy displayed on Reckon's website; and
        2. you acknowledge and agree that you are solely responsible and liable for any personal information you collect, use or store using the Software.

      6. Technical support

      1. Period when technical support is available: Reckon will provide technical support for the Software only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party), during the following periods:
        1. in the case of a subscription version of the Software, during the period for which you have paid the relevant subscription fees (unless further releases of the Software in question are discontinued); and
        2. in the case of a full version of the Software, there is a 'sunset period' during which technical support may not be available for that version. The sunset period for a version will commence on the earlier of:
        3. (A) 2 years after the date on which you first installed the version on your computer; or (B) the date Reckon releases the second successive Upgrade to that version. For further explanation of Reckon's sunset policy please go to www.reckon.com.
      2. 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:
        1. as contemplated by clause 4, the technical support required to reactivate the Software or to issue a replacement registration key code (for example, when you verify your licence details, renew a subscription or if you need to reinstall the Software);
        2. provision of telephone help desk support services;
        3. access to technical information about the Software contained on Reckon's website; and
        4. the ability for you to download Updates, but it does not include provision of Upgrades of the Software. For further explanation of Reckon's technical support policy please go to www.reckon.com.
        5. Fees: Clause 4(d) sets out the circumstances when you will (and when you will not) be required to pay charges for the technical support to reactivate your Software (including when you wish to reinstall the Software) or for Reckon to issue a replacement registration key code. For all other technical support, Reckon may charge you a fee in accordance with its then current technical support policy.

      7. Online services

      1. Interaction with Online Services:The Software 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 Software are ASIC, EFTPOS, SBR-enabled services, 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, technology, hardware or application, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of registration.
      2. Terms for Third Party Online Services: Certain Third Party Online Services are not available for all versions of the Software. For example, in the case of bank statement download services, not all banks provide services that connect to the Software. Third Party Online Services are only available for 12-month periods for subscription versions and 24-month periods for full versions. In the case of a full version, access to Third Party Online Services in the second 12-month period may be subject to payment of the applicable charges. In order to renew access to Third Party Online Services at the end of the 24-month period in the case of a full version, you will be required to have purchased or upgraded to the latest version of the Software. In the case of a subscription version, you must have renewed your subscription. Internet access is required for all Third Party Online Services. 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. You are responsible for all information and authorisations provided to access and use any such Third Party Online Services and for any data, form or other output relying on the use of the Third Party Online Services and/or the Services. Except as may be required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Third Party Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address.
      3. 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.

      8. Limited warranty

      This clause 8 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively ("Consumer Guarantees").In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.

      1. Software provided on an 'as is' basis: Except as required by the Consumer Guarantees, Reckon provides the Software to you on an "as is" basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of the Software.
      2. Defects in media: In addition to any rights and remedies you have under the Consumer Guarantees, Reckon warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 90 days from the date of delivery (for on-line purchases) or 90 days from the date of purchase (for in-store purchases). During this period, subject to clause 8(c), Reckon will replace any defective media on which the Software was supplied and any Software on that media, free of charge, unless you caused damage to the media due to poor handling.
      3. To make a claim under clause 8( b), you must: (i) email customerservice@reckon.com with the subject line 'warranty claim', and include the following: (A) in the body of the email, provide the IKC, detail the fault and whether a workaround has been provided by a member of Reckon's support team; and (B) provide a copy of the receipt or proof of purchase and payment. Once Reckon receives the information, Reckon will provide a preliminary assessment of the claim and contact you to advise. Software assessed on a preliminary basis to be defective by Reckon will be replaced by Reckon and sent to you at Reckon’s cost.
      4. No guarantee that Software will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Software works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free or that its use will be uninterrupted.
      5. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.

      9. Liability

      1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 9 and the limited warranties provided in clause 8, 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.
      2. Exclusion of warranties: Except as required by the Consumer Guarantees,, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If guarantees, conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
      3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
      4. General exclusion and limitation: Other than as set out in clauses 9(b) and 9(c), and as required by the Consumer Guarantees:
        1. 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 Software or any breach of this Licence or the supply of the Software or in connection with, but not limited to, the Third Party Online Services, delays, non-performance, failure to perform, processing errors 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), nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees; and
        2. Reckon's maximum liability for damages arising in connection with this Licence or the supply of the Software is limited to the amount paid by you for the Software.
      5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify the Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur, including any breach of the Privacy Laws, as a result of your use of the Software (including any claims made against you by third parties).
      6. Use of the Software is not provision of professional advice: The information contained in the Software may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Software, which includes for example, but not limited to superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Software. These compliance requirements may change from time to time. You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Software, are correct and compliant when created or used by you. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on the Software or what is produced by you using the Software. The Software is also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
      7. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) 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 this Software.
      8. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between the Software and another server including without limitation in connection with Third Party Online Services.
      9. Third Party On-line services: Except as required by the Consumer Guarantees, Reckon makes no warranty or representation in connection with the Third Party Online Services, or third party hardware (for example, but not limited to bank data feeds, Postec services) the responsibility for which rests with the relevant provider of such Third Party Online Services or such hardware.
      10. Third Party On-line Service Providers (“TPS Providers”): Except as required by the Consumer Guarantees, neither Reckon or any TPS Providers, including but not limited to any bank, will be responsible for any data submitted, entered or created using the Services or any Third Party Services (for example, including but not limited to bank data feeds), delays, nonperformance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. You are responsible for the accuracy of all data entered; all output created by you relying on the data entered; and where relevant,that any data or document lodged is accurate, timely and is compliant with all relevant laws and regulations, including keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged and any other data retention or compliance requirements. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you.

      10. Term and termination of licence

      1. Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues:
        1. in the case of a subscription version of the Software, for an initial period of 12 months from the date of registration of the Software. This Licence will automatically renew for a further 12 month period upon the payment of Reckon's annual subscription fee. If the annual subscription fee is not paid on or before the termination of the current 12 month period, this Licence will automatically terminate; and
        2. In the full version of the Software, indefinitely, however: (A) you may be required to periodically verify your licence details and have the Software reactivated as per clause 3 in order to keep using the Software; and (B) if you need to reinstall the Software, you will need a copy of your original CD (or other media on which the Software was provided) and the installation key code. If you do not have the CD, you will need to purchase or upgrade to a new full version and pay for the postage associated with sending the CD to you. Clauses 4(d) and 4(g) outline when Reckon may charge you a fee for the provision of a replacement key code and, more importantly, when a replacement key code will not be provided by Reckon due to the operation of Reckon's sunset policy.
      2. 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.
      3. Survival: Clauses 2, 7, 8, 9 and this clause 10 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.
      4. Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Reckon. Upon written request from Reckon you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 10(d).

      11. Subscription terms

      If you have purchased a subscription version of the Software, this additional clause 11 will apply.

      1. Entitlement to Upgrades and Updates: During the period for which you have paid subscription fees you will receive, included in the cost of the subscription, all Upgrades and/or Updates of the Software, via Internet download.
      2. No extension of Licence term: Your right and entitlement to use the Software, as enhanced by any Upgrades and/or Updates, concludes at the end of the term of the Licence (subject to payment of an annual subscription fee) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
      3. This Licence prevails: If you have purchased this Software as an Upgrade to an earlier version of the Software, this Licence shall supersede any previous licence agreement.
      4. Not all Upgrades included: Your subscription to the Software and any Upgrades and/or Updates under this Licence does not grant you the right to receive special versions of the Software created for certain customers or market segments, even though they may contain similar features or functions. Versions of the Software which may from time to time be offered in retail or other channels in different configurations as special promotions are not included as part of the subscription.
      5. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and released by Reckon in its 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. Furthermore, Reckon does not warrant that the Upgrades and/or Updates will be provided to you or made available within any specified time period following the commercial release of such Upgrades and/or Updates.
      6. When payment is due: If applicable to the Software licensed to you, you will be required to pay the monthly subscription fee 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.
      7. Deactivation at end of subscription period: As per clause 4, the subscription version of the Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the software if your subscription is not renewed or you are found to be in breach of this licence agreement. If the Software is not renewed by the end of the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
      8. You need a full version if you don't renew: If you elect not to renew your subscription, the Software does not allow you to upgrade to a non-subscription version of the Software by way of the purchase of an Upgrade pack. In such circumstances, you are only able to upgrade to a later non-subscription version of the Software by purchasing a full (non-upgrade) version of the Software.
      9. 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. Depending on the type of software you have subscribed to and the type of subscription you are signed up for, you may be required to pay a cancellation fee. See www.reckon.com for a schedule of fees. Reckon will direct debit your account, and you agree to pay, the applicable cancellation fee.

      12. Trial Licence

      If you have been provided with a Trial Version of the Software, this clause 12 sets out the terms that will apply to your use of the Trial Version.

      1. Licence: Your licence to use the Trial Version:
        1. permits you to evaluate the Software's functionality and suitability for your requirements;
        2. is for the number of users set out in the material accompanying your copy of the Trial Version;
        3. is subject to the general restrictions in clause 2(e) and the limited warranty in clause 8;
        4. is for three months (Trial Period) commencing on the first day of installation and activation of the Software or such other period as expressly agreed in writing by Reckon; and
        5. does not integrate with Accounts.
      2. Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period:
        1. you must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and
        2. If you wish to use the Software you must purchase a full version or subscription version of the Software.
      3. Entitlements: You:
        1. Are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and
        2. may be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Reckon's then current charges.
      4. Liability: You acknowledge that subject to clauses 8(b) and 8(c), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 12.

      13. Academic Edition

      1. If you are using an Academic Edition, your Software may have limited licence rights and well as limited functionality, including:
        1. a limit on the number of transactions that can be entered;
        2. a limit on the number of company files that can be opened;
        3. a limit on the number of Reckon Accounts features and services available;
      2. Your Software may be deactivated at the end of three years from date of installation and this may prevent access to the Software and data unless an appropriate upgrade is purchased.
      3. There is no support available for Student Edition. Support must be directed to your educational institution.
      4. Except as required by the Consumer Guarantees, Reckon does not warrant that any information in the Software is up to date, for example functionality required for certain lessons involving tax tables or payroll tax, and it is your sole responsibility to check with your educational institution whether any information is up to date.

      14. General

      1. Some defined terms: In this Licence:
        Trial Version: Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis.
        Student Version: Software that is licensed to you as part of your educational institutions arrangement with Reckon or Software that you have purchased that Reckon has determined is a Student Version.
        Upgrade: a new version of the Software which contains additional functionality or other enhancements. Reckon will determine whether a new version constitutes an Upgrade or an Update.
        Update: a new version of the Software which contains minor enhancements.
      2. Accounts Enterprise:The current version of Accounts Desktop software or Enterprise.
      3. 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.
      4. Consumer Guarantees: Are the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
      5. 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.
      6. 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.
      7. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
      8. Privacy Laws: Privacy Act 1988 (Cth) and the Australian Privacy Principles ("the Privacy Principles"), as amended from time to time.
      9. 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 will apply to your use of all such third party applications and technology.
      10. 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.
      11. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
      12. Reckon's Contact details: business address:

      Business Address:

      Level 12, 65 Berry Street, North Sydney, NSW 2060

      Phone:

      1800 RECKON (Toll-free 1800 732 566

      Email:

      consumerservice@reckon.com

      Reckon, Reckon logo, Reckon Accounts and R logos are trademarks of Reckon Limited. Software © 2016, Intuit Inc. All rights reserved.

      25/01/2016

      Online Licence Agreement


      This licence agreement applies to the following Reckon Online products and services: Reckon Accounts Hosted, Retail Point of Sale Online (POS Online) and Reckon CashBook Online (CashBook)

      Please see Reckon Online or Reckon Online New Zealand for more details about Reckon Online

      THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY.

      This is a contract between Reckon Limited (ACN 003 348 730) (Reckon) and you. By using Reckon Online, the contents and features, related user guides and materials, including all functionalities (“the Services”), available through Reckon Online or Reckon Online New Zealand hereinafter referred to as the "Website", you agree to be bound by the terms of this Licence. The defined terms and the rules of interpretation in this Licence are set out in clause12.

      Important:

      Please note the following features of the Services and the terms of use of these Services as detailed in this Licence as outlined below. Please refer to the Licence for full details of the Services and terms of use. (This summary is a guide only and is not intended to cover all references in the Licence agreement, you should review all the terms of the Licence to determine how these terms relate to you.)

      Subscription:

      This is a subscription to use the Services for a minimum of 12 months. The Subscription Fee for the initial 12 months is non-refundable. After the initial 12 month Subscription you may choose to pay for a further 12 month subscription or monthly subscription at the applicable rates. If after the initial 12 months, you do not renew your subscription or your subscription expires or is terminated, you will no longer have access to the Services, and your data will be destroyed within 30 days from the expiry of your subscription.

      Access to the Services:

      Use of the Services is solely verified by user login and password. You are entirely responsible for maintaining the confidentiality of all access details of every user of your Account. Reckon does not accept any responsibility for breaches of your security.

      Use of the Services:

      You will not yourself or allow others to engage in any unlawful or prohibited use. You are responsible for any and all activities that occur under your Account by any person. Reckon will not be liable for any loss that you may incur as a result of unauthorised use. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Account.
      Internet access, telecommunications networks, firewalls and security:
      You acknowledge and agree that use of the Services requires internet access which may be affected by factors beyond the control of Reckon. Any access to the internet and storage of data on servers may involve risks and that while as far as possible Reckon will try to, it cannot guarantee security.
      Submissions made via email are not protected by encryption and may be vulnerable to interception during transmission.
      Reckon does not guarantee the uninterrupted availability of the Services, its website, applications hosted by the website, its servers (or the servers of third parties, which Reckon may engage to provide the whole or part of the Services) including connections to its online activation server because these may be dependent upon third party networks and security measures over which Reckon has no control.

      Third Party Online Services:

      The Services may contain access to, or features that interface with, third party online services ("Third Party Online Services"). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services.

      Back up:

      You should ensure you conduct regular backups of your data. Except under the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability for loss of data.

      POS Online subscribers only:

      Offline access for PC only. A licence for the corresponding current desktop version of POS Online is required for each user to be able to copy the data file created with the Services and work offline, and charges may apply. Please refer to the terms and conditions of the licence for Reckon Point of Sale (desktop version). The POS Online data files may not always be compatible with the corresponding desktop software.

      Cashbook subscribers only:

      Reckon recommends that you print out and keep regular copies of your reports for tax and compliance purposes. Please confirm your data retention requirements with your professional adviser, as some legislation requires you to keep copies of certain data for later reference or kept in a particular form or location, for example, for the ATO, ASIC or IRD.

      Communication:

      Most communication from Reckon to you will be by email. If Reckon needs to contact you quickly, Reckon may communicate to you via SMS. You must opt in to this service to receive service status updates via SMS.

      Use of Services is not provision of tax, accounting or professional advice:

      The information contained in these Services may contain features designed to assist you in complying with the requirements of relevant legislation.

      In providing you with information which may relate to relevant legislation, Reckon is not engaged in rendering legal, accounting or other professional services and that nothing in the Services constitutes taxation, financial, wealth management, superannuation or other professional advice. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on these Services.

      While relevant reports produced using the Services will be compliant with legal requirements at time of release, as these requirements may change from time to time, you should confirm compliance with your professional adviser.

      The help contained in these Services are not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.

      Disclaimer:

      To the maximum extent permitted by any law, including the Consumer Guarantees, neither Reckon or any provider of Third Party Services (“TPS Providers”), including but not limited to any Third Party Online Services or any bank, will be responsible for delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.

      Limitation of implied terms:

      In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable. Reckon's Contact details: business address:

      Business Address:

      Level 12, 65 Berry Street, North Sydney, NSW 2060

      Phone:

      1300 784 253

      Email:

      customerservice@reckon.com.au


      1. Licence

      1. 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.
      2. 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.
      3. 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

      1. Single User licence: If you have purchased a Single User Licence it only allows one user of the Services.
      2. 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.
      3. Access to the Service:
        1. All access to the Services is solely verified by user Login and password;
        2. You are entirely responsible for maintaining the confidentiality of all your access details (eg user name and password) and every user on your Account;
        3. You are responsible for any and all activities that occur under your Account by any person or persons;
        4. You agree to notify Reckon immediately of any unauthorised use of your Account or any other breach of security;
        5. 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;
        6. 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;
        7. Access to your Account may be restricted by user login and passwords; and
        8. You are entirely responsible for the access rights that are granted to any person or other users under your Account.
      4. Internet access: You acknowledge and agree:
        1. Use of the Services requires internet access;
        2. Speed of internet access will vary and may be affected by factors beyond the control of Reckon;
        3. Any access to the internet involves security risks and new threats to internet security are continually evolving; and
        4. You accept responsibility for maintaining your own security regarding access to the internet and protection of your data.
      5. No unlawful or prohibited use: It is a condition of your use of the Services, that you will not yourself, or allow others:
        1. To use the Services for unlawful purposes or any purpose prohibited by the terms of this Licence;
        2. 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;
        3. 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;
        4. To obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
        5. To knowingly or recklessly post, link to, install or transmit, or permit third party users to post, link to or to transmit:
        6. 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.
        7. To knowingly or recklessly transmit, or permit third party users to transmit unsolicited emails in breach of Australian or New Zealand law.
      6. Communication: Most communication from Reckon to you is by email. It is your responsibility to ensure that Reckon is provided with all your current contact details, including your email address and that you receive and check your emails regularly. Reckon will not be liable to you for any loss that you may incur as a result of not providing us with your current details or not receiving such communication from Reckon. Reckon may also contact you if required urgently via SMS. You must choose to opt into this service via the website before you will receive SMS updates.
      7. 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.
      8. POS Online subscribers only: Offline access for PC only. A licence for the corresponding current desktop version of POS Online is required for each user to be able to copy the data file created with the Services and work offline, and charges may apply. Please refer to the terms and conditions of the licence for Retail Point of Sale(desktop version). The POS Online data files may not always be compatible with the corresponding desktop software.
      9. General restrictions: You must not:
        1. Use or rely upon the Services for any purpose or in any manner for which the Services is not warranted;
        2. Copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Services;
        3. Reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Services; or
        4. Sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the Services or use the Services to provide any Internet based services, including a bureau or hosting service.

      3. Security of your account and data

      1. Security of your data: Reckon will use reasonable precautions to prevent the unauthorised disclosure of your data and will not decrypt your data. We will not, however, be responsible or incur any liability for any matters, including without limitation, any unauthorised access to your data, including by third parties to whom you have intentionally or inadvertently given shared access. In the event that Reckon is served with a subpoena or is otherwise lawfully compelled to provide access to your data, we will, subject to it being lawful, notify you of that fact.
      2. 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.
      3. Back up: Although Reckon does regular back ups on its overall infrastructure you should also ensure you conduct regular backups of your data. In addition, you should confirm your data retention requirements with your professional adviser for tax and compliance purposes. Except under the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability for loss of data.

      4. Services activation and verification

      1. 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.
      2. Charges for reactivation: Reckon may charge you a fee for technical support if it needs to reset your password.
      3. 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.
      4. 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

      1. 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.
      2. You are also entitled to extended hours of technical support. Currently the hours are Monday to Friday, 8.30am to 7:00pm (AEST).
      3. 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.
      4. We also reserve the right at any time to change the hours of operation of technical support for the Services.
      5. 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:
        1. 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);
        2. provision of telephone help desk support services;
        3. access to technical information about the Services contained on Reckon’s website; and
      6. 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

      1. Interaction with Online Services: The Services may contain access to, or features that interface with, third party online services (“Third Party Online Services”). Examples of Third Party Online Services that may be applicable to the Services are EFTPOS, SBR-enabled services, an online share price download facility, a statement download facility, bill and other payment services, a superannuation choice facility, online backup facility, payroll services and a debt recovery facility, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of registration.
      2. Terms for Third Party Online Services: Third Party Online Services are only available for the Subscription Period. Charges may apply for the use of Third Party Online Services (in addition to the cost of Internet access levied by your ISP). Reckon may terminate access to the Third Party Online Services if payment of the charges relating to the Third Party Online Services are not paid. Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. In some cases Reckon may be the provider. You should check with the relevant third party provider as to the terms and conditions of use. Except as may be required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Third Party Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address.
      3. 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


      This clause 7 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively. ("Consumer Guarantees"). In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law.

      You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.

      1. Services provided on an ‘as is’ basis: Except as required by the Consumer Guarantees, Reckon provides the Services to you on an “as is” basis and without any representations by Reckon or any of its authorised distributors and associates regarding the use, performance or results of the use, of the Services.
      2. No guarantee that Services will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Services works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee or make any warranty that:
        1. the Services will work on all computer hardware platforms or configurations; or
        2. the Services will be error free; or
        3. that its use will be uninterrupted.
      3. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee, the uninterrupted availability of the website or applications hosted by the website by Reckon’s servers (or the servers of third parties which Reckon may engage to provide the whole or part of the Services) or connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.

      8. Liability

      1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 8, and the limited warranties provided in clause 7, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void.
      2. Exclusion of warranties: Except as required by the Consumer Guarantees, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
      3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon’s (and its distributors’) liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair of the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
      4. General exclusion and limitation: Other than as set out in clauses 8(b) and 8(c), and as required by the Consumer Guarantees:
        1. 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, the TPS Providers, 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
        2. 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.
      5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which Reckon (or its authorised distributors) may suffer or incur as a result of your use of the Services (including any claims made against Reckon (or its authorised distributors) by third parties.
      6. Use of Services is not provision of tax, accounting or other professional advice: The information contained in the Services may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Services, which includes for example, but not limited to, superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Services. These compliance requirements may change from time to time. You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Services, are correct and compliant when created or used by you. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on the Services or what is produced by you using the Services. The Services are also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Services constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Services is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
      7. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of these Services or not, in respect of anything (including, without limitation, any error in or omission from these Services), and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help, contained in these Services.
      8. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of the Services or any online link available between the Services and another server including without limitation in connection with Third Party Online Services.
      9. Third Party On-line services: Except as required by the Consumer Guarantees, Reckon makes no warranty or representation in connection with the Third Party Online Services, or third party hardware (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.
      10. Third Party On-line service Providers (“TPS Providers”): Except as required by the Consumer Guarantees, neither Reckon or any TPS Providers, including but not limited to any bank, will be responsible for delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you.

      9. Term and termination of licence

      1. 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.
      2. 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.
      3. Early termination:
        1. If you wish to terminate your Licence early, you must do so by giving Reckon no less than one calendar month notice to that effect. Any refund of Subscription Fees is subject to clause 10 (d).
        2. Early termination for POS Online ONLY: Subject to clause (c)(i), You will have the option at termination, to request an equivalent number of Retail Point of Sale (desktop version) licences respectively, to enable you to work offline for the remainder of the term of the original Licence.
      4. 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.
      5. 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.
      6. 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

      1. 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 upfront annual or monthly payments as specified in this Licence) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
      2. This Licence prevails: If you have purchased these Services to upgrade any other Reckon products, this Licence shall supersede any previous licence agreement.
      3. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and included in the Services at Reckon’s sole discretion, and Reckon does not warrant or represent that it will develop or release any Upgrades and/or Updates during the term of the Subscription Period or Licence.
      4. 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.
        1. You will be required to pay the Subscription Fees for the initial 12 months Subscription Period before being given access to the Services. The Subscription Fee for the initial 12 months is non-refundable.
        2. This Licence will automatically terminate upon expiry of the subscription period unless it is renewed and you will not have access to the Services in accordance with clause 9. To clarify, if after the initial Subscription Period, payment is made by advance payment monthly Subscription Fees and these monthly payments are not made by the due date, the Licence will automatically terminate and you will no longer have access to the Services. If you renew and have paid upfront annual fees for the full 12 month period, that fee is non-refundable.
        3. 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.
        4. 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.
        5. You will be liable for any penalty charges incurred by Reckon by reason of the dishonour or reversal of any payments made by you.
        6. All payments remain payable whether or not you use the Services while the subscription remains active.
        7. 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 service

      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:

      1. Licence: Your licence to use the Services:
        1. permits you to evaluate the Service’s functionality and suitability for your requirements;
        2. is subject to the provisions of clauses 2, 3, 4, 6,7 and 8;
        3. is for 30 Days (Evaluation Period);
        4. all payments for the Services are non-refundable, even in the event of cancellation,
        5. suspension or termination.
      2. Duration: You acknowledge that your licence to use the Services will only apply for the Evaluation Period. At the end of the Evaluation Period:
        1. 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
        2. If you wish to use the Services you must pay the Subscription Fee.
      3. 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.
      4. Liability: You acknowledge that subject to clauses 8(b) and 8(c), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, including loss of data, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Services during the Evaluation Period or any breach of this clause 11.

      12. General

      1. 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.
      2. Consumer Guarantees: Are the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
      3. 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.
      4. 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.
      5. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
      6. Subscription Fee: The fee set out on the pricing page of the Website at the relevant time for use of the Services.
      7. Subscription Period: The period for which you have paid the Subscription Fee in accordance with clause 10(d).
      8. 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.
      9. 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 will apply to your use of all such third party applications and technology.
      10. 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.
      11. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
      12. Reckon's Contact details:

      Business Address:

      Level 12, 65 Berry Street, North Sydney, NSW 2060

      Phone:

      1300 784 253

      Email:

      customerservice@reckon.com.au

      Reckon, Reckon logo, Reckon Online, Reckon Online logo and CashBook Online are trademarks of Reckon Limited. © 2012-2013, Reckon Limited. All rights reserved.

      Reckon POS & Payroll Premier Software Licence Agreement


      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 the Software supplied with this document, and the related user guides and materials (together the Software), you agree to be bound by the terms of this Licence and the application of Reckon's Privacy Policy to information collected from you. The Privacy Policy can also be viewed on the website. This Licence covers copies of the Software provided for evaluation or trial purposes, subscription versions and non-subscription or full versions of the Software. Some Licence provisions may not be applicable to you, depending on the particular version of the Software you have purchased or if you are using the Software for evaluation purposes. The defined terms and the rules of interpretation in this Licence are set out in clause 13.

      Important:

      Please refer to the website for details of the Software, minimum requirements and functionality. There are a number of technical features within the Software that may affect your ability to continue to use the Software. These are outlined in more detail in the terms of the Licence, but in summary:

      • You are purchasing the right to use the Software, not to own it;
      • If you have been provided with a Trial Version, you may only use the Software on a temporary basis to evaluate the Software's functionality and suitability for your requirements;
      • The Software contains registration and activation processes to guard against illegal copying;
      • To continue using the Software, those processes require you to verify your compliance with the terms under which you are licensed to use the software (for example: the number of computers on which the software is installed) and to permit continued reactivation of the Software from time to time. This involves, in all versions, periodically verifying your licence details, and in the subscription version, renewing your subscription when it falls due. Reckon may also verify subscription customers during a subscription period and not only at renewal. You will also need to reactivate your Software if you want to reinstall it (for example, if you upgrade your computer or if you have a hard drive failure, and you may incur a technical support cost for this);
      • When you purchase the Software or during the course of your subscription you will be provided with an installation key code (“IKC”) for your exclusive use in accordance with the terms of this licence. Please keep the installation key code in a safe place. You may need it when you first install or re-install (if permitted) the Software and to reactivate the Software. Please note if you lose your installation key code that it will not be replaced by Reckon and you will not be able to install or reactivate the Software;
      • You also need a licence key to reactivate your Software. In addition, with some older versions of the Software, you will not be able to re-install or reactivate the Software if you do not have your installation key code - see details below on Reckon's sunset policy;
      • There will be no charge to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, Reckon may charge you a fee for technical support if it needs to reissue a licence key provided also that the version of the Software you are using has not been ‘sunsetted’ as explained below. Reckon may also charge a fee if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software if you upgrade your computer or due to a hard drive failure);
      • If you do not renew your subscription, which also requires you to install and use the updated Software or if you do not verify your licence details (as applicable) within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records); and
      • Reckon has a 'sunset policy' which means that technical support is not available for some older versions of the Software. This includes the ability to install or re-install that Software for any reason if you have lost your installation key code for those old versions. If you wish to continue using the Software in those circumstances, you will need to purchase a new copy of the current version of that Software.
      • Data Collection & Privacy: You acknowledge that Reckon collects information from you when registering, activating and validating the Software and when you use the Software including technical support. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information, please refer to Reckon’s Privacy Statement on our website. By activating and using the Software you consent to Reckon's collection and use of the information collected from you in accordance with Reckon's Privacy Policy.
      • Use of Software is not provision of tax, accounting or other professional advice:
        • The information contained in the Software may contain features designed to assist you in complying with the requirements of relevant legislation.
        • In providing you with information which may relate to relevant legislation, Reckon is not engaged in rendering legal, accounting or other professional services and that nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on this software.
        • While relevant reports produced using the Software will be compliant with legal requirements at time of release, as these requirements may change from time to time, you should confirm compliance with your professional adviser before relying on any such reports.
        • The help contained in this Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
      • Third Party Online Services: The Services may contain access to, or features that interface with, third party online services ("Third Party Online Services"). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services including the cost of internet access. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services or accept any liability or responsibility for any loss or damage relating to the Third Party Online Services except as required by the Consumer Guarantees.
      • Back up & Data Retention: Your should ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability with regard to your use of the Software, including but not limited to, loss of data. In addition, you should confirm your data retention requirements for tax and compliance purposes with your professional adviser.
      • Liability: To the maximum extent permitted by any law, including the Competition and Consumer Act 2010 (Cth) Consumer Guarantees, Reckon will not be liable responsible for delays, non-performance, failure to perform, processing errors nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
      • Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
      • Reckon's Contact details:

        Business Address:

        Level 12, 65 Berry Street, North Sydney, NSW 2060

        Phone:

        1800 RECKON (Toll-free 1800 732 566)

        Email:

        customerservice@reckon.com

        1. Licence

        1. Evaluation licence: If Reckon has provided a Trial Version of the Software to you, your rights to use the Trial Version are solely as set out in clause 12.
        2. Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Software on the terms of this Licence for the period determined in accordance with clause 10.
        3. No transfer of copyright: The Software is 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 Software. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty.
        4. All access to the Software is solely verified by user Login and password;
        5. You are entirely responsible for maintaining the confidentiality of all your licence and access details (eg. user name and password) and every user of your Software including Third Party Online Services, such as bank data feeds;
        6. You agree only to grant access to the Software for use by you or on your behalf;
        7. You are entirely responsible for the access rights that are granted to any person or other users using your Software, including Third Party Online Services.
        8. You are entirely responsible for any and all activities using the Software by any person or persons, including Third Party Online Services, such as bank data feeds;
        9. You are responsible for the accuracy of all information and authorisations provided to Reckon or any third party service providers, relating to the Software or access to any of the Third Party Online Services, for example bank data feeds;
        10. Reckon will not be liable for any loss that you may incur as a result of unauthorised use of your Software or any Third Party Online Services, by any person or persons;
        11. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Software or any Third Party Online Services, by any person or persons; and
        12. Access to your Account may be restricted by user login and passwords.

        2. Your permitted use of the software

        1. Single use licence: If you have purchased a single user licence, you:
          1. may install the Software once, on one computer only. However, if you wish to reinstall the Software (for example, if you need to install the Software on a replacement computer), then clause 3 will apply; and
          2. must ensure that the Software is used by one person only at any one time.
        2. Additional licences: Subject to any multi-user licence that you have obtained, if:
          1. more than one person is to use the Software at the same time; or
          2. the Software is to be installed on more than one computer then you must obtain an additional licence for each additional person or computer for use by you or on your behalf.
        3. General restrictions: You must not:
          1. use or rely upon the Software for any purpose or in any manner for which the Software is not warranted;
          2. copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software;
          3. reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software; or
          4. sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the Software or
          5. use the Software to provide bureau, hosting or other services by internet or by any other means.
        4. Licence verification: Upon written request from Reckon, including by e-mail, you agree to provide Reckon with a signed certificate:
          1. verifying that the Software is being used fully in accordance with this Licence, including user and machine limitations, and
          2. listing locations, types and serial numbers of equipment on which the Software is run.
            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.
        5. Audit rights: Reckon may also audit the number of copies of the Software in use or possession by you, the equipment on which the Software is installed or used and the number of users using the Software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Reckon's expense. If the audit reveals underpaid or unpaid fees due to Reckon, you will be invoiced for them based on Reckon's then current price list, and if these exceed 5% of the licence fees you have already paid, you will also be invoiced for the cost of the audit.

        3. Back-up and data retention

        1. Back up: You should also ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates does not assume any liability for loss of data.
        2. Data retention: You are responsible for ensuring you meet all your data retention requirements for tax and any other compliance purposes. You should confirm these requirements with your professional adviser, as some legislation requires you to keep copies of certain data for later reference, for example, for the ATO or ASIC

        4. Product activation and verification

        1. Initial registration and verifying licence details: This Software may contain technology that protects Reckon against illegal copying. As a consequence, you may be required to:
          1. register your details during the initial installation (including your name, contact details and details of the hardware on which the Software will be installed (if this is not done automatically by the Software);
          2. if you have a full version, have the Software reactivated periodically thereafter by verifying your licence details to confirm you are using the Software in accordance with these Licence terms
          3. if you have a subscription version, have the Software reactivated (on payment of Reckon's renewal fee and verification of your licence details) if you wish to renew the subscription;
          4. have the Software reactivated by Reckon if you wish to re-install the Software (for example, if you would like to install the Software on a new computer or if you have a hard drive failure and need to reload your Software); and
          5. provide to Reckon the details of your installation key code and product key code for the Software as part of the reactivation process.

            You agree to activate or reactivate the Software within a reasonable time or within such time as the Software prompts you to do so.

        2. Key codes: Each copy of the Software is provided with a unique installation key code (which may appear on the packaging or the cover of the media on which the Software is contained). You should keep the installation key code safe. As per clause 4(a)(v), you will be required to provide your installation key code to Reckon when you reactivate your Software.
        3. Manner of verification: You must verify your licence details in the manner required by Reckon from time to time (which may include email or on-line registration via the Internet). The Software may prompt you as to the required manner of verification.

        4. Charges for reactivation: Reckon will not charge you to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, unless you have lost your installation or licence key code. You need both your installation code and your licence key to be able to reactivate the Software. Reckon may charge you a fee for technical support to reissue a licence key code. Reckon may also charge a fee for technical support if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software because you have a new computer or need to reload the Software due to a hard drive failure). For the current fees go to www.reckon.com if you have lost your installation key code, Reckon will not replace that code, and you may be required to purchase new software.
        5. Consequences of non-renewal and failure to verify details: This Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the Software if a subscription is not renewed or in the case of a full licence version, you have not verified your licence details when periodically prompted to do so by Reckon or by the Software. If the Software is not reactivated within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
        6. Statutory declaration: In certain circumstances, before permitting a re-activation, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation in a form required by Reckon.
        7. Older versions: Reckon has a sunset policy (covered in more detail in clause 5(a)) which means that technical support is not available for certain older versions of the Software. If technical support is not available for your version, you will not be able to reactivate or reinstall your Software if you do not have your registration key code. Reckon will not be obliged to provide you with a replacement key code and in those circumstances you will need to purchase a new version or Upgrade in order to continue using the Software. Please go to www.reckon.com to see the sunset policy.

        5. Data collection & privacy

        1. You acknowledge and agree that Reckon collects information from you when registering, activating and validating the Software. Additional information may also be collected in relation to your use of the Software. Reckon handles personal information in accordance with the Privacy Act 1988 (Cth) and the applicable Privacy Principles. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information please refer to Reckon’s Privacy Statement on our website.
        2. By activating and using the Software including technical support:
          1. you agree to allow Reckon to use and disclose any personal information provided to Reckon in connection with this Licence in accordance with Reckon's then current privacy policy displayed on Reckon's website; and
          2. you acknowledge and agree that you are solely responsible and liable for any personal information you collect, use or store using the Software.

        6. Technical support

        1. Period when technical support is available: Reckon will provide technical support for the Software only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party), during the following periods:
          1. In the case of a subscription version of the Software, during the period for which you have paid the relevant subscription fees (unless further releases of the Software in question are discontinued); and
          2. In the case of a full version of the Software, there is a 'sunset period' during which technical support may not be available for that version. The sunset period for a version will commence on the earlier of: (A) 2 years after the date on which you first installed the version on your computer; or (B) the date Reckon releases the second successive Upgrade to that version. For further explanation of Reckon's sunset policy please go to www.reckon.com.
        2. 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:
          1. as contemplated by clause 4, the technical support required to reactivate the Software or to issue a replacement registration key code (for example, when you verify your licence details, renew a subscription or if you need to reinstall the Software);
          2. provision of telephone help desk support services;
          3. access to technical information about the Software contained on Reckon's website; and
          4. the ability for you to download Updates, but it does not include provision of Upgrades of the Software. For further explanation of Reckon's technical support policy please go to www.reckon.com.
        3. Fees: Clause 4(d) sets out the circumstances when you will (and when you will not) be required to pay charges for the technical support to reactivate your Software (including when you wish to reinstall the Software) or for Reckon to issue a replacement registration key code. For all other technical support, Reckon may charge you a fee in accordance with its then current technical support policy.

          7. Online services

          1. Interaction with Online Services: The Software 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 Software are ASIC, EFTPOS, SBR-enabled services, 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, technology, hardware or application, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of registration.
          2. Terms for Third Party Online Services: Certain Third Party Online Services are not available for all versions of the Software. For example, in the case of bank statement download services, not all banks provide services that connect to the Software. Third Party Online Services are only available for 12-month periods for subscription versions and 24-month periods for full versions. In the case of a full version, access to Third Party Online Services in the second 12-month period may be subject to payment of the applicable charges. In order to renew access to Third Party Online Services at the end of the 24-month period in the case of a full version, you will be required to have purchased or upgraded to the latest version of the Software. In the case of a subscription version, you must have renewed your subscription. Internet access is required for all Third Party Online Services. 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.
          3. 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.

          8. Limited warranty

          This clause 8 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively ("Consumer Guarantees").

          In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.

          1. Software provided on an 'as is' basis: Except as required by the Consumer Guarantees, Reckon provides the Software to you on an "as is" basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of the Software.
          2. Defects in media: In addition to any rights and remedies you have under the Consumer Guarantees, Reckon warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 90 days from the date of delivery (for on-line purchases) or 90 days from the date of purchase (for in-store purchases). During this period, subject to clause 8(c), Reckon will replace any defective media on which the Software was supplied and any Software on that media, free of charge, unless you caused damage to the media due to poor handling.
          3. To make a claim under clause 8(b), you must: (i) email customerservice@reckon.com with the subject line 'warranty claim', and include the following:
            (A) in the body of the email, provide the IKC, detail the fault and whether a workaround has been provided by a member of Reckon's support team; and
            (B) provide a copy of the receipt or proof of purchase and payment. Once Reckon receives the information, Reckon will provide a preliminary assessment of the claim and contact you to advise. Software assessed on a preliminary basis to be defective by Reckon will be replaced by Reckon and sent to you at Reckon’s cost.
          4. No guarantee that Software will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Software works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free or that its use will be uninterrupted.
          5. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.

          9. Liability

          1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 9 and the limited warranties provided in clause 8, 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.
          2. Exclusion of warranties: Except as required by the Consumer Guarantees, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If guarantees, conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
          3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
          4. General exclusion and limitation: Other than as set out in clauses 9(b) and 9(c), and as required by the Consumer Guarantees:
            1. 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 Software or any breach of this Licence or the supply of the Software or in connection with, but not limited to, the Third Party Online Services, delays, non-performance, failure to perform, processing errors 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), nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees; and
            2. Reckon's maximum liability for damages arising in connection with this Licence or the supply of the Software is limited to the amount paid by you for the Software.
          5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify the Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties).
          6. Use of the Software is not provision of professional advice: The information contained in the Software may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Software, which includes for example, but not limited to superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Software. These compliance requirements may change from time to time. You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Software, are correct and compliant when created or used by you. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on the Software or what is produced by you using the Software. The Software is also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
          7. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) 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 this Software.
          8. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between the Software and another server including without limitation in connection with Online Services.
          9. Third Party On-line services: Except as required by the Consumer Guarantees, Reckon makes no warranty or representation in connection with the Third Party Online Services, the responsibility for which rests with the relevant provider of such Third Party Online Services or such hardware.

          10. Term and termination of licence

          1. Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues:
            1. In the case of a subscription version of the Software, for an initial period of 12 months from the date of registration of the Software. This Licence will automatically renew for a further 12 month period upon the payment of Reckon's annual subscription fee. If the annual subscription fee is not paid on or before the termination of the current 12 month period, this Licence will automatically terminate; and
            2. In the full version of the Software, indefinitely, however:
              (A) you may be required to periodically verify your licence details and have the Software reactivated as per clause 3 in order to keep using the Software; and
              (B) if you need to reinstall the Software, you will need a copy of your original CD (or other media on which the Software was provided) and the installation key code. If you do not have the CD, you will need to purchase or upgrade to a new full version and pay for the postage associated with sending the CD to you. Clauses 4(d) and 4(g) outline when Reckon may charge you a fee for the provision of a replacement key code and, more importantly, when a replacement key code will not be provided by Reckon due to the operation of Reckon's sunset policy.
          2. 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.
          3. Survival: Clauses 2, 6, 8, 9 and this clause 10 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.
          4. Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Reckon. Upon written request from Reckon you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 10(d).

          11. Subscription terms

          If you have purchased a subscription version of the Software, this additional clause 11 will apply.

          1. Entitlement to Upgrades and Updates: During the period for which you have paid subscription fees you will receive, included in the cost of the subscription, all Upgrades and/or Updates of the Software, via Internet download.
          2. No extension of Licence term: Your right and entitlement to use the Software, as enhanced by any Upgrades and/or Updates, concludes at the end of the term of the Licence (subject to payment of an annual subscription fee) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
          3. This Licence prevails: If you have purchased this Software as an Upgrade to an earlier version of the Software, this Licence shall supersede any previous licence agreement.
          4. Not all Upgrades included: Your subscription to the Software and any Upgrades and/or Updates under this Licence does not grant you the right to receive special versions of the Software created for certain customers or market segments, even though they may contain similar features or functions. Versions of the Software which may from time to time be offered in retail or other channels in different configurations as special promotions are not included as part of the subscription.
          5. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and released by Reckon in its 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. Furthermore, Reckon does not warrant that the Upgrades and/or Updates will be provided to you or made available within any specified time period following the commercial release of such Upgrades and/or Updates.
          6. When payment is due: If applicable to the Software licensed to you, you will be required to pay the monthly subscription fee 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.
          7. Deactivation at end of subscription period: As per clause 4, the subscription version of the Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the software if your subscription is not renewed or you are found to be in breach of this licence agreement. If the Software is not renewed by the end of the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
          8. You need a full version if you don't renew: If you elect not to renew your subscription, the Software does not allow you to upgrade to a non-subscription version of the Software by way of the purchase of an Upgrade pack. In such circumstances, you are only able to upgrade to a later non-subscription version of the Software by purchasing a full (non-upgrade) version of the Software.
          9. 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. Depending on the type of software you have subscribed to and the type of subscription you are signed up for, you may be required to pay a cancellation fee. See www.reckon.com for a schedule of fees. Reckon will direct debit your account, and you agree to pay, the applicable cancellation fee.

          12. Trial licence

          If you have been provided with a Trial Version of the Software, this clause 12 sets out the terms that will apply to your use of the Trial Version.

          1. Licence: Your licence to use the Trial Version:
            1. Permits you to evaluate the Software's functionality and suitability for your requirements;
            2. Is for the number of users set out in the material accompanying your copy of the Trial Version;
            3. Is subject to the general restrictions in clause 2and the limited warranty in clause 7; and
            4. Is for three months (Evaluation Period).
          2. Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period:
            1. You must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and
            2. If you wish to use the Software you must purchase a full version or subscription version of the Software.
          3. Entitlements: You:
            1. Are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and
            2. May be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Reckon's then current charges.
          4. Liability: You acknowledge that subject to clauses 8(b) and 8(c), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 11.

          13. General

          1. Some defined terms: In this Licence:
            1. Trial Version means Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis.
            2. Upgrade means a new version of the Software which contains additional functionality or other enhancements. Reckon will determine whether a new version constitutes an Upgrade or an Update.
            3. Update means a new version of the Software which contains minor enhancements.
          2. 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.
          3. Consumer Guarantees: Is the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
          4. 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.
          5. 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.
          6. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
          7. 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 will apply to your use of all such third party applications and technology.

          8. 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.
          9. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
          10. Reckon's Contact details:

          Business Address:

          Level 12, 65 Berry Street, North Sydney, NSW 2060

          Phone:

          1800 732 566

          Email:

          customerservice@reckon.com

          Reckon, Reckon Logo and R Logo are trademarks of Reckon Ltd. Software Copyright 2016, Reckon Ltd.
          All rights reserved.

          22/01/2016

        Reckon Accounts - Personal Range Licence Agreement


        This licence agreement applies to the following products and services: Reckon Accounts Personal, Personal Plus, and Home & Business (including Home Inventory Manager) 2016

        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 the Software supplied with this document, and the related user guides and materials (together the Software), you agree to be bound by the terms of this Licence and the application of Reckon's Privacy Policy www.reckon.com to information collected from you. The Privacy Policy can also be viewed on the website. This Licence covers copies of the Software provided for evaluation or trial purposes, subscription versions and non-subscription or full versions of the Software. Some Licence provisions may not be applicable to you, depending on the particular version of the Software you have purchased or if you are using the Software for evaluation purposes. The defined terms and the rules of interpretation in this Licence are set out in clause 14.

        Important:

        Please refer to the website for details of the Software, minimum requirements and functionality. Please also refer to Reckon's Privacy Policy at www.reckon.com. There are a number of technical features within the Software that may affect your ability to continue to use the Software. These are outlined in more detail in the terms of the Licence, but in summary:

        • You are purchasing the right to use the Software, not to own it;
        • If you have been provided with a Trial Version, you may only use the Software on a temporary basis to evaluate the Software's functionality and suitability for your requirements;
        • The Software contains registration and activation processes to guard against illegal copying;
        • To continue using the Software, those processes require you to verify your compliance with the terms under which you are licensed to use the software (for example: the number of computers on which the software is installed) and to permit continued reactivation of the Software from time to time. This involves, in all versions, periodically verifying your licence details, and in the subscription version, renewing your subscription when it falls due. Reckon may also verify subscription customers during a subscription period and not only at renewal. You will also need to reactivate your Software if you want to reinstall it (for example, if you upgrade your computer or if you have a hard drive failure, and you may incur a technical support cost for this);
        • When you purchase the Software or during the course of your subscription you will be provided with an installation key code (“IKC”). Please keep the installation key code in a safe place. You may need it when you first install or re-install (if permitted) the Software and to reactivate the Software. Please note if you lose your installation key code that it will not be replaced by Reckon and you will not be able to install or reactivate the Software;
        • You also need a licence key to reactivate your Software. In addition, with some older versions of the Software, you will not be able to re-install or reactivate the Software if you do not have your installation key code - see details below on Reckon's sunset policy;
        • There will be no charge to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, Reckon may charge you a fee for technical support if it needs to reissue a licence key provided also that the version of the Software you are using has not been ‘sunsetted’ as explained below. Reckon may also charge a fee if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software if you upgrade your computer or due to a hard drive failure);
        • If you do not renew your subscription, which also requires you to install and use the updated Software or if you do not verify your licence details (as applicable) within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records); and
        • Reckon has a 'sunset policy' which means that technical support is not available for some older versions of the Software. This includes the ability to install or re-install that Software for any reason if you have lost your installation key code for those old versions. If you wish to continue using the Software in those circumstances, you will need to purchase a new copy of the current version of that Software.
        • Data Collection & Privacy: You acknowledge that Reckon collects information from you when registering, activating and validating the Software and when you use the Software. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information, please refer to Reckon's Privacy Policy on our website www.reckon.com. By activating and using the Software you consent to Reckon's collection and use of the information collected from you in accordance with Reckon's Privacy Policy.
        • Use of Software is not provision of tax, accounting or other professional advice:
          • The information contained in the Software may contain features designed to assist you in complying with the requirements of relevant legislation.
          • In providing you with information which may relate to relevant legislation, Reckon is not engaged in rendering legal, accounting or other professional services and that nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on this Software.
          • While relevant reports produced using the Software will be compliant with legal requirements at time of release, as these requirements may change from time to time, you should confirm compliance with your tax, accountant or professional adviser before relying on any such reports.
          • The help contained in this Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
        • Third Party Online Services: The Services may contain access to, or features that interface with, third party online services ("Third Party Online Services"). Where Third Party Online Services are available, separate terms and conditions with the provider of the Third Party Online Services may apply. Charges may apply for the use of Third Party Online Services including the cost of internet access. Except as required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon does not make any recommendations in relation to the Third Party Online Services or accept any liability or responsibility for any loss or damage relating to the Third Party Online Services except as required by the Consumer Guarantees.
        • Back up & Data Retention: Your should ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates, does not assume any liability with regard to your use of the Software, including but not limited to, loss of data. In addition, you should confirm your data retention requirements for tax and compliance purposes with your professional adviser.
        • Liability: To the maximum extent permitted by any law, including the Competition and Consumer Act 2010 (Cth) Consumer Guarantees, Reckon will not be liable responsible for delays, non-performance, failure to perform, processing errors nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
        • Disclaimer: To maximum extent permitted by any law, including the Consumer Guarantees, neither Reckon or any provider of Third Party Services ("TPS Providers"), including but not limited to any Third Party Online Services including any bank, will be responsible for any data submitted, entered or created using the Services or any Third Party Services (for example, including but not limited to bank data feeds), delays, non-performance, failure to perform, processing errors or any other matter or thing which may be required from any TPS Providers, such as an authority or approval, or any agreement with Reckon or any TPS Providers, as the case may be. You are responsible for the accuracy of all data entered; all output created by you relying on the data entered; and where relevant, that any data or document lodged is accurate, timely and is compliant with all relevant laws and regulations, including keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged and any other data retention or compliance requirements. Nor will the liability of Reckon, or any TPS Providers, including but not limited to any bank (whether jointly, severally or jointly and severally) include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees.
        • Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
        • Reckon's Contact details:

        Business Address:

        Level 12, 65 Berry Street, North Sydney, NSW 2060

        Phone:

        1300 784 253

        Email:

        customerservice@reckon.com.au

        1. Licence

        1. Evaluation licence: If Reckon has provided a Trial Version of the Software to you, your rights to use the Trial Version are solely as set out in clause 12.
        2. Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Software on the terms of this Licence for the period determined in accordance with clause 10.
        3. No transfer of copyright: The Software is 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 Software. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty.
        4. All access to the Software is solely verified by user Login and password;
        5. You are entirely responsible for maintaining the confidentiality of all your licence and access details (eg user name and password) and every user of your Software including Third Party Online Services, such as bank data feeds;
        6. You agree only to grant access to the Services for use by you or on your behalf;
        7. You are entirely responsible for the access rights that are granted to any person or other users using your Software, including Third Party Online Services.
        8. You are entirely responsible for any and all activities using the Software by any person or persons, including Third Party Online Services, such as bank data feeds;
        9. You are responsible for the accuracy of all information and authorisations provided to Reckon or any third party service providers, relating to the Software or access to any of the Third Party Online Services, for example bank data feeds;
        10. Reckon will not be liable for any loss that you may incur as a result of unauthorised use of your Software or any Third Party Online Services, by any person or persons;
        11. You may be held responsible for losses incurred by Reckon or any third party due to any unauthorised use of your Software or any Third Party Online Services, by any person or persons; and
        12. Access to your Account may be restricted by user login and passwords.

        2. Your permitted use of the software

        1. Single use licence: If you have purchased a single user licence, you:
          1. may install the Software once, on one computer only. However, if you wish to reinstall the Software (for example, if you need to install the Software on a replacement computer), then clause 3 will apply; and
          2. must ensure that the Software is used by one person only at any one time.
        2. Additional licences: Subject to any multi-user licence that you have obtained, if:
          1. more than one person is to use the Software at the same time; or
          2. the Software is to be installed on more than one computer then you must obtain an additional licence for each additional person or computer.
        3. General restrictions: You must not:
          1. use or rely upon the Software for any purpose or in any manner for which the Software is not warranted;
          2. copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software;
          3. reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software; or
          4. sell, market, network, transfer, lease, license, sub-license, rent, lend, share or otherwise dispose of or distribute the Software and/or the relevant unique installation key code ("IKC");or
          5. use the Software to provide any a bureau, hosting or other services by internet or by any other means.
        4. Licence verification: Upon written request from Reckon, including by e-mail, you agree to provide Reckon with a signed certificate:
          1. Verifying that the Software is being used fully in accordance with this Licence, including user and machine limitations, and
          2. Listing locations, types and serial numbers of equipment on which the Software is run. 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.
        5. Audit rights: Reckon may also audit the number of copies of the Software in use or possession by you, the equipment on which the Software is installed or used and the number of users using the Software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Reckon's expense. If the audit reveals underpaid or unpaid fees due to Reckon, you will be invoiced for them based on Reckon's then current price list, and if these exceed 5% of the licence fees you have already paid, you will also be invoiced for the cost of the audit.

        3. Back-up and data retention

        1. Back up: You should also ensure you conduct regular backups of your data. Except as required by the Consumer Guarantees, Reckon on behalf of itself and/or any of its distributors and associates does not assume any liability for loss of data.
        2. Data retention: You are responsible for ensuring you meet all your data retention requirements for tax and any other compliance purposes. You should confirm these requirements with your professional adviser, as some legislation requires you to keep copies of certain data for later reference, for example, for the ATO or ASIC

        4. Production activation and verification

        1. Initial registration and verifying licence details: This Software may contain technology that protects Reckon against illegal copying. As a consequence, you may be required to:
          1. register your details during the initial installation (including your name, contact details and details of the hardware on which the Software will be installed (if this is not done automatically by the Software);
          2. if you have a full version, have the Software reactivated periodically thereafter by verifying your licence details to confirm you are using the Software in accordance with these Licence terms;
          3. if you have a subscription version, have the Software reactivated (on payment of Reckon's renewal fee and verification of your licence details) if you wish to renew the subscription;
          4. have the Software reactivated by Reckon if you wish to re-install the Software (for example, if you would like to install the Software on a new computer or if you have a hard drive failure and need to reload your Software); and
          5. provide to Reckon the details of your installation key code and product key code for the Software as part of the reactivation process.You agree to activate or reactivate the Software within a reasonable time or within such time as the Software prompts you to do so.
        2. Key codes: Each copy of the Software is provided with a unique installation key code ("IKC") (which may appear on the packaging or the cover of the media on which the Software is contained). This IKC is for your exclusive use only in accordance with the terms of this Licence. You should keep the IKC safe. As per clause 4(a)(v), you will be required to provide your installation key code to Reckon when you reactivate your Software.
        3. Manner of verification: You must verify your licence details in the manner required by Reckon from time to time (which may include email or on-line registration via the Internet). The Software may prompt you as to the required manner of verification.
        4. Charges for reactivation: Reckon will not charge you to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, unless you have lost your installation or licence key code. You need both your installation code and your licence key to be able to reactivate the Software. Reckon may charge you a fee for technical support to reissue a licence key code. Reckon may also charge a fee for technical support if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software because you have a new computer or need to reload the Software due to a hard drive failure). For the current fees go to www.reckon.com. If you have lost your installation key code, Reckon will not replace that code, and you may be required to purchase new software.
        5. Consequences of non-renewal and failure to verify details: This Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the Software if a subscription is not renewed or in the case of a full licence version, you have not verified your licence details when periodically prompted to do so by Reckon or by the Software. If the Software is not reactivated within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
        6. Statutory declaration: In certain circumstances, before permitting a re-activation, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation in a form required by Reckon.
        7. Older versions: Reckon has a sunset policy (covered in more detail in clause 6(a)) which means that technical support is not available for certain older versions of the Software. If technical support is not available for your version, you will not be able to reactivate or reinstall your Software if you do not have your registration key code. Reckon will not be obliged to provide you with a replacement key code and in those circumstances you will need to purchase a new version or Upgrade in order to continue using the Software. Please go to www.reckon.com.au to see the sunset policy.

        5. Data Collection and Privacy

        1. You acknowledge and agree that Reckon collects information from you when registering, activating and validating the Software. Additional information may also be collected in relation to your use of the Software. Reckon handles personal information in accordance with the Privacy Act 1988 (Cth) and the applicable Privacy Principles. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information please refer to Reckon’s Privacy Policy on our website www.reckon.com.
        2. By activating and using the Software, including technical support:
          1. you agree to allow Reckon to use and disclose any personal information provided to Reckon in connection with this Licence in accordance with Reckon's then current privacy policy displayed on Reckon's website; and
          2. you acknowledge and agree that you are solely responsible and liable for any personal information you collect, use or store using the Software

          6. Technical support

          1. Period when technical support is available: Reckon will provide technical support for the Software only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party), during the following periods:
            1. in the case of a subscription version of the Software, during the period for which you have paid the relevant subscription fees (unless further releases of the Software in question are discontinued); and
            2. in the case of a full version of the Software, there is a 'sunset period' during which technical support may not be available for that version. The sunset period for a version will commence on the earlier of: (A) 2 years after the date on which you first installed the version on your computer; or (B) the date Reckon releases the second successive Upgrade to that version. For further explanation of Reckon's sunset policy please go to the www.reckon.com.
          2. 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:
            1. as contemplated by clause 4, the technical support required to reactivate the Software or to issue a replacement registration key code (for example, when you verify your licence details, renew a subscription or if you need to reinstall the Software);
            2. provision of telephone help desk support services;
            3. access to technical information about the Software contained on Reckon's website; and
            4. the ability for you to download Updates, but it does not include provision of Upgrades of the Software. For further explanation of Reckon's technical support policy please go to www.reckon.com.
          3. Fees: Clause 4(d) sets out the circumstances when you will (and when you will not) be required to pay charges for the technical support to reactivate your Software (including when you wish to reinstall the Software) or for Reckon to issue a replacement registration key code. For all other technical support, Reckon may charge you a fee in accordance with its then current technical support policy.

          7. Online services

          1. Interaction with Online Services: The Software 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 Software are ASIC, EFTPOS, SBR-enabled services, 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, technology, hardware or application, which may or may not be provided at an additional charge on a subscription basis measured for one year from the date of registration.
          2. Terms for Third Party Online Services: Certain Third Party Online Services are not available for all versions of the Software. For example, in the case of bank statement download services, not all banks provide services that connect to the Software. Third Party Online Services are only available for 12-month periods for subscription versions and 24-month periods for full versions. In the case of a full version, access to Third Party Online Services in the second 12-month period may be subject to payment of the applicable charges. In order to renew access to Third Party Online Services at the end of the 24-month period in the case of a full version, you will be required to have purchased or upgraded to the latest version of the Software. In the case of a subscription version, you must have renewed your subscription. Internet access is required for all Third Party Online Services. 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. You are responsible for all information and authorisations provided to access and use any such Third Party Online Services and for any data, form or other output relying on the use of the Third Party Online Services and/or the Services. Except as may be required by the Consumer Guarantees, access to Third Party Online Services may be withdrawn by Reckon at any time. Reckon will not be liable for the withdrawal of access to any Third Party Online Services. Where access is to be withdrawn, Reckon may choose to notify you in advance provided that you have supplied Reckon with a valid and up to date email address.
          3. 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.

          8. Limited warranty

          This clause 8 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively ("Consumer Guarantees").

          In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act.

          1. Software provided on an 'as is' basis: Except as required by the Consumer Guarantees, Reckon provides the Software to you on an "as is" basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of the Software.
          2. Defects in media: In addition to any rights and remedies you have under the Consumer Guarantees, Reckon warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 90 days from the date of delivery (for on-line purchases) or 90 days from the date of purchase (for in-store purchases). During this period, subject to clause 8(c), Reckon will replace any defective media on which the Software was supplied and any Software on that media, free of charge, unless you caused damage to the media due to poor handling.
          3. To make a claim under clause 8(b), you must:
            1. (i) email customerservice@reckon.com.au with the subject line 'warranty claim', and include the following:
              (A) in the body of the email, provide the IKC, detail the fault and whether a workaround has been provided by a member of Reckon's support team; and (B) provide a copy of the receipt or proof of purchase and payment. Once Reckon receives the information, Reckon will provide a preliminary assessment of the claim and contact you to advise. Software assessed on a preliminary basis to be defective by Reckon will be replaced by Reckon and sent to you at Reckon’s cost.
          4. No guarantee that Software will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Software works substantially as per the specifications published by Reckon from time to time, except as required by the Consumer Guarantees, Reckon does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free or that its use will be uninterrupted.
          5. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.

          9. Liability

          1. Certain rights cannot be excluded: Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 9 and the limited warranties provided in clause 8, 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.
          2. Exclusion of warranties: Except as required by the Consumer Guarantees, Reckon excludes all guarantees, conditions, warranties and rights that may be implied into this Licence or imposed by law. If guarantees, conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those guarantees, conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.
          3. Limitation of implied terms: In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon's (and its distributors') liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause, and any reliance on it by Reckon, is fair and reasonable.
          4. General exclusion and limitation: Other than as set out in clauses 9(b) and 9(c), and as required by the Consumer Guarantees:
            1. 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 Software or any breach of this Licence or the supply of the Software or in connection with, but not limited to, the Third Party Online Services, delays, non-performance, failure to perform, processing errors 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), nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you, except where required by the Consumer Guarantees; and
            2. Reckon's maximum liability for damages arising in connection with this Licence or the supply of the Software is limited to the amount paid by you for the Software.
          5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify the Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties).
          6. Use of the Software is not provision of professional advice: The information contained in the Software may contain features designed to assist you in complying with the requirements of the relevant legislation at the time of the release of the Software, which includes for example, but not limited to superannuation guarantee requirements, tax tables, rates for contributions or deductions calculated using the Software. These compliance requirements may change from time to time. You agree it is your obligation to ensure the details, calculations, reports and any other data or documents produced using the Software, are correct and compliant when created or used by you. Legal, accounting or other relevant professional advice should be obtained before taking any action in reliance on the Software or what is produced by you using the Software. The Software is also not financial product advice. You acknowledge that Reckon is not engaged in rendering legal, accounting or other professional services and nothing in the Software constitutes taxation, financial, wealth management, superannuation or other professional advice in relation to these matters. The help contained in the Software is not a substitute for obtaining the appropriate independent professional advice. If legal advice or other expert assistance is required, you should seek the service of the appropriate competent professional.
          7. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) 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 this Software.
          8. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between the Software and another server including without limitation in connection with Online Services.
          9. Third Party On-line services: Except as required by the Consumer Guarantees, Reckon makes no warranty or representation in connection with the Third Party Online Services, the responsibility for which rests with the relevant provider of such Third Party Online Services or such hardware.

          10. Term and termination of licence

          1. Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues:
            1. in the case of a subscription version of the Software, for an initial period of 12 months from the date of registration of the Software. This Licence will automatically renew for a further 12 month period upon the payment of Reckon's annual subscription fee. If the annual subscription fee is not paid on or before the termination of the current 12 month period, this Licence will automatically terminate; and
            2. in the full version of the Software, indefinitely, however: (A) you may be required to periodically verify your licence details and have the Software reactivated as per clause 3 in order to keep using the Software; and(B) if you need to reinstall the Software, you will need a copy of your original CD (or other media on which the Software was provided) and the installation key code. If you do not have the CD, you will need to purchase or upgrade to a new full version and pay for the postage associated with sending the CD to you. Clauses 4(d) and 4(g) outline when Reckon may charge you a fee for the provision of a replacement key code and, more importantly, when a replacement key code will not be provided by Reckon due to the operation of Reckon's sunset policy.
          2. 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.
          3. Survival: Clauses 2, 6, 8, 9 and this clause 10 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.
          4. Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Reckon. Upon written request from Reckon you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 10(d).

          11. Subscription terms

          If you have purchased a subscription version of the Software, this additional clause 11 will apply.

          1. Entitlement to Upgrades and Updates: During the period for which you have paid subscription fees you will receive, included in the cost of the subscription, all Upgrades and/or Updates of the Software, via Internet download.
          2. No extension of Licence term: Your right and entitlement to use the Software, as enhanced by any Upgrades and/or Updates, concludes at the end of the term of the Licence (subject to payment of an annual subscription fee) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
          3. This Licence prevails: If you have purchased this Software as an Upgrade to an earlier version of the Software, this Licence shall supersede any previous licence agreement.
          4. Not all Upgrades included: Your subscription to the Software and any Upgrades and/or Updates under this Licence does not grant you the right to receive special versions of the Software created for certain customers or market segments, even though they may contain similar features or functions. Versions of the Software which may from time to time be offered in retail or other channels in different configurations as special promotions are not included as part of the subscription.
          5. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and released by Reckon in its 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. Furthermore, Reckon does not warrant that the Upgrades and/or Updates will be provided to you or made available within any specified time period following the commercial release of such Upgrades and/or Updates.
          6. When payment is due: If applicable to the Software licensed to you, you will be required to pay the monthly subscription fee 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.
          7. Deactivation at end of subscription period: As per clause 4, the subscription version of the Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the software if your subscription is not renewed or you are found to be in breach of this licence agreement. If the Software is not renewed by the end of the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records).
          8. You need a full version if you don't renew: If you elect not to renew your subscription, the Software does not allow you to upgrade to a non-subscription version of the Software by way of the purchase of an Upgrade pack. In such circumstances, you are only able to upgrade to a later non-subscription version of the Software by purchasing a full (non-upgrade) version of the Software.
          9. 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. Depending on the type of software you have subscribed to and the type of subscription you are signed up for, you may be required to pay a cancellation fee. See www.reckon.com for a schedule of fees. Reckon will direct debit your account, and you agree to pay, the applicable cancellation fee.

          12. Trial licence

          If you have been provided with a Trial Version of the Software, this clause 12 sets out the terms that will apply to your use of the Trial Version.

          1. Licence: Your licence to use the Trial Version:
            1. permits you to evaluate the Software's functionality and suitability for your requirements;
            2. is for the number of users set out in the material accompanying your copy of the Trial Version;
            3. is subject to the general restrictions in clause 2and the limited warranty in clause 7; and
            4. is for three months (Evaluation Period).
          2. Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period:
            1. you must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and
            2. if you wish to use the Software you must purchase a full version or subscription version of the Software.
          3. Entitlements: You:
            1. are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and
            2. may be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Reckon's then current charges.
          4. Liability: You acknowledge that subject to clauses 9(b) and 9(c), and other than as required by the Consumer Guarantees, Reckon excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 11.

          13. Student edition

          1. If you are using a Student Edition, your Software may have limited licence rights and well as limited functionality, including:
            1. a limit on the number of transactions that can be entered;
            2. a limit on the number of company files that can be opened;
            3. a limit on the number of Software features and services available;
          2. Your Software may be deactivated at the end of three years from date of installation and this may prevent access to the Software and data unless an appropriate upgrade is purchased.
          3. There is no support available for Student Edition. Support must be directed to your educational institution.
          4. Except as required by the Consumer Guarantees, Reckon does not warrant that any information in the Software is up to date, for example functionality required for certain lessons involving tax tables or payroll tax, and it is your sole responsibility to check with your educational institution whether any information is up to date.

          14. General

          1. Some defined terms: In this Licence:
            • Trial Version means Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis.
            • Student Version means Software that is licensed to you as part of your educational institutions arrangement with Reckon or Software that you have purchased that Reckon has determined is a Student Version.
            • Upgrade means a new version of the Software which contains additional functionality or other enhancements. Reckon will determine whether a new version constitutes an Upgrade or an Update.
            • Update means a new version of the Software which contains minor enhancements.
          2. 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.<
          3. Consumer Guarantees: Is the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), or the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively.
          4. 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.
          5. 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.
          6. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
          7. Privacy Laws: Privacy Act 1988 (Cth) and the Australian Privacy Principles ("the Privacy Principles"), as amended from time to time.
          8. 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 will apply to your use of all such third party applications and technology.
          9. 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.
          10. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
          11. Reckon's Contact details:

          Business Address:

          Level 12, 65 Berry Street, North Sydney, NSW 2060

          Phone:

          1800 RECKON (Toll-free 1800 732 566

          Email:

          customerservice@reckon.com.au

          Reckon, Reckon logo, R logo and Reckon Accounts trademarks of Reckon Ltd. Software Copyright © 2016, Intuit Inc. All rights reserved.


        13/01/2016

        Reckon Annual Subscription Program and Reckon Advantage Membership Program Licence Agreement

        This licence agreement applies to the following products and services: Reckon Advantage Membership and Reckon Annual subscription programs.

        PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

        RECKON LIMITED. ACN 003 348 730 of Level 12, 65 Berry Street, North Sydney, NSW 2060 ("Reckon") offers the following Subscription Program and/or Reckon Advantage Membership to you on the terms and conditions set out below in respect of the software described in the Reckon Annual Subscription Program Order Form or Reckon Advantage Order Form completed by you (the "Nominated Software"). If you currently already have a valid licence for the latest version of the Nominated Software or you have been referred to Reckon Advantage by a Reckon Partner such as a Professional Partner or Accredited Trainer, provided that the Professional Partner's name and their Reckon identification number is provided on the order form, then you may choose to become a Reckon Advantage Member for any of the Nominated Software products. For each product you choose to include in the Reckon Advantage Membership program, an annual membership fee is payable (see clause 4 below).

        1. Technical Support

        Technical Support, except in the case of Reckon Advantage Members, for the Nominated Software is not included in the subscription price. Technical support is available at an additional charge on a 1900 telephone number. The 1900 number is charged at a rate of a maximum of $4.90 per minute and is subject to change without notice. Please check with Reckon for the details of the 1900 telephone number and the latest prices or visit www.reckon.com.au. For Reckon Advantage members, upon receipt of payment of the annual membership fee you will be entitled to weekday technical support for the duration of your membership in connection with the Nominated Software. On weekends technical support is charged at rate of $4.90 per minute as above. Technical support is provided through a help line. As a Reckon Advantage Member, your call will in most cases be given priority over non-members, (subject to call volumes).
        You also should be aware that technical support is to answer technical queries concerning the Nominated Software. 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 Nominated Software) or to resolve any networking or interface computing or 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.

        2. Software Upgrade

        By joining the subscription program or by becoming a Reckon Advantage member, you will be entitled to upgrades of the Nominated Software without additional charge if such upgrades become available during the term of your subscription. Reckon does not warrant that there will be any upgrades of the Nominated Software during your subscription term. Nothing in these terms and conditions affects any software licence agreement you may be required to enter into to take advantage of the upgrade of the Nominated Software. For Reckon Annual Subscription customers, software upgrades are available as a download from Reckon only.

        3. Subscription Term

        The term of your subscription and/or membership is for a period of 12 months from the date upon which we receive payment of the subscription prices as cleared funds or accept your credit card authorization for payment of the same. Upon expiry of your subscription period, if you do not renew your subscription, your licence to use the Nominated Software terminates and you may no longer lawfully use the Nominated Software. In the case of Reckon Advantage Members upon expiry of the membership period, continued use of the Nominated Software is permitted but access to all benefits of the Reckon Advantage membership is terminated.

        4. Subscription Price

        The subscription price for the Reckon Annual Subscription Program or Reckon Advantage membership shown on the Nominated Software Order Form includes GST and is subject to change without notice. Please check with Reckon for latest prices or visit www.reckon.com.au. Subject to clause 8, the subscription price is non-refundable where you complete the Order Form and pay via our web site or by mailing a signed Order Form to Reckon. Shortly prior to the conclusion of each subscription period, an invoice will be forwarded to you for the cost of a further 12 months subscription at the price then applicable for the Nominated Software. In the event that you choose not to renew your subscription or withdraw from the subscription program, purchases of upgrades of the Nominated Software will only be available to you at the cost of the full retail price of a full version of the Nominated Software. For Reckon Advantage members, you are required in addition to the annual membership price, to pay a joining fee. The joining fee amount shown on the Reckon Advantage Order Form includes GST and is subject to change without notice. Please check with Reckon for the latest figure or visit www.reckon.com.au. The joining fee covers the administration costs of Reckon in establishing the new membership. The joining fee is payable only once provided that the Reckon Advantage membership is continuous. Where you wish to join the Reckon Advantage program for two or more of the Nominated Software, only one joining fee is payable. If you are an existing member of Reckon Advantage and wish to take out a Reckon Advantage membership for an additional Nominated Software, no joining fee will be payable. The joining fee is non-refundable.

        5. Personal Information

        Reckon will not use or disclose any information about you, without your consent unless: required by law; where we believe it is reasonably in order to provide requested products or services to you; or to protect the rights or property of Reckon or its affiliates. You consent to Reckon, or a third party who is authorised by Reckon, contacting you by e-mail (or other means) in connection with the Reckon Annual Subscription or Reckon Advantage Membership Program including any services or products that may be offered from time to time to members.
        If you do not wish to receive promotional e-mails you may unsubscribe by following the directions in such e-mail or (if there are none) by contacting Reckon Support. We will use reasonable endeavours to act on any such request from you within a reasonable time or as required by law.

        6. Limitation of Liability

        Except as set out in these terms and conditions, we make no express warranties or representations in connection with the supply of technical support or upgrades of the Nominated Software. Subject to overriding legislation (see below), we: exclude all implied warranties and conditions under statute or
        general law as to merchantability, description, quality, suitability or fitness for purpose or otherwise; limit our liability under or in connection with these terms and conditions (however arising,whether contract, tort or otherwise) at our option to one of the following (as applicable): supplying the relevant services again; or
        payment of the costs of having relevant services supplied again; replacement of the relevant goods or the supply of equivalent goods; the repair of the relevant goods; the payment of the cost of replacing the relevant goods or acquiring equivalent goods; or the payment of the cost of having the relevant goods repaired; will not be liable for any loss of profit, indirect, consequential or incidental loss, damage or injury under or in connection with these terms and conditions. Nothing in these terms and conditions will exclude, restrict or modify any rights or remedies which you may have under applicable Australian legislation including the Competition and Consumer Act 2010 (Cth) which under such laws cannot be excluded, restricted or modified by agreement. In relation to any supplies of upgrades to Nominated Software, liability in accordance with the terms of the applicable software licence agreement. If there is a physical defect in the CD-ROM upon which the upgrade of the Nominated Software is stored and the software licence agreement gives you the right to return such CD-ROM for a replacement within a time period from the date of purchase, Reckon will honour that commitment for the time period but commencing from the date of delivery to you. Any requirement in such software licence agreement to provide proof of purchase when returning a faulty CD-ROM will not be applicable. In the event that there is any other inconsistency with such software licence agreement and these terms and conditions, the software licence agreement will prevail.

        7. Trade Marks

        Reckon reserves the right to set requirements for the use of any trademarks and logos for the purpose of promotion of affiliation. Reckon, Reckon logo, R logos, Reckon Advantage and Advantage logo are trademarks of Reckon Limited. You agree not to infringe any Copyright in the form of information or services by copying, retransmitting, or disseminating any Copyright material (except where it is expressly permitted by Reckon). This also applies to any trademark of a third party associated with Reckon.

        8. Cooling-Off Period

        In the event that you have already joined the Reckon Annual Subscription Program/Reckon Advantage Membership Program over the telephone, without having viewed these terms and conditions, Reckon  grants to you a cooling-off period as provided in this clause 8. If you do not agree with these terms and conditions, you may cancel your subscription but you must notify Reckon in writing of such cancellation within 7 days of receipt of these terms and conditions. Any upgrades which are provided to you before cancellation of your subscription will be charged to you at Reckon’s prevailing rates and  deducted from the subscription fee you have paid and any balance will be refunded to you.

        9. Governing Law

        These terms and conditions are governed by the laws of New South Wales and both parties submit to the non-exclusive jurisdiction of the courts of this State.

        10. Communications

        From time to time as part of the products and services that are available to you as a Subscriber to the Reckon Annual Subscription Program or as a member of the Reckon Advantage Membership Program you will receive e-mails from Reckon. For example: notice of an upgrade to the software or notice of updated tax tables. You consent to receive such e-mails unless you specifically request Reckon not to send you the e-mails.

        12/07/2013

        GovConnect Licence Agreement

        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 the Software supplied with this document, and the related user guides and materials (together the Software), you agree to be bound by the terms of this Licence and the application of Reckon's Privacy Policy www.reckon.com to information collected from you. The Privacy Policy can also be viewed on the website. This Licence covers copies of the Software provided for evaluation or trial purposes, subscription versions and non-subscription or full versions of the Software. Some Licence provisions may not be applicable to you, depending on the particular version of the Software you have purchased or if you are using the Software for evaluation purposes. The defined terms and the rules of interpretation in this Licence are set out in clause 12.

        IMPORTANT: Please refer to the website for details of the Software, minimum requirements and functionality. Please also refer to Reckon's Privacy Policy at www.reckon.com. There are a number of technical features within the Software that may affect your ability to continue to use the Software. These are outlined in more detail in the terms of the Licence, but in summary:

        • You are purchasing the right to use the Software, not to own it for your exclusive use or use on your behalf;
        • If you have been provided with a Trial Version, you may only use the Software on a temporary basis to evaluate the Software's functionality and suitability for your requirements;
        • You must be a current Reckon Subscriber at the time you install and each time you access this Software.  To be Reckon Subscriber you must have a current version or subscription to a specified Reckon Software (ie. Reckon Accounts Hosted, Accounts Accounting, Accounts Enterprise, Accounts Pro, Accounts Premier), and hold a current Reckon Advantage membership, or be a current Professional Partner member.  Reckon will verify your status at every use of the Software to confirm that you are a Reckon Subscriber and eligible to access the Software.  If you are not a Reckon Subscriber at the relevant time, you will not be able to use the Software;
        • To access the full functionality of the Software you must have installed the current version of the Reckon Software. You are responsible for making sure that all software you are using is current (and that you have installed all updates);
        • The number of licences and users to which you subscribe as a Reckon Subscriber determines the number of licences and permitted users of the Software;
        • The ability of Reckon to provide access to the SBR–enabled applications is subject to the terms and conditions of Reckon’s licence with the Commonwealth Government and relies on the accuracy, functionality and security of the relevant Government authorities or Participating SBR Agency, such as the ATO or ASIC, over which Reckon does not have any control;
        • You must separately agree to accept the Commonwealth’s End User Licence Agreement and Privacy Conditions which relate to access to the SBR facilities. (They can be accessed on the official SBR website, www.sbr.gov.au, then go to About SBR, and SBR legal conditions.)
        • You need to have obtained an AUSkey from the Australian Business Register with the correct permissions, privileges or authority to be able to use the Software and access the SBR-enabled services. You are responsible for all activities, transactions, authorisations, statements and declarations made when using the AUSkey and/or the Software;
        • You are solely responsible for the accuracy of any information or material lodged or penalties using the Software and any access or documentation needed to be kept to meet regulatory requirements in relation to the information or material lodged. You are responsible for ensuring that the information held by the Participating SBR Agency is relevant and up to date;
        • The Commonwealth, the States and Territories and their agencies involved in the SBR Program do not endorse, certify, warrant or, to the extent permitted by law, accept any liability for this product (direct, indirect or consequential). You must satisfy yourself that this product is suitable for your requirements and IT environment;
        • The Software contains registration and activation processes to guard against illegal copying. To continue using the Software, those processes may require you to verify your compliance with the terms under which you are licensed to use the software (for example, the number of computers on which the software is installed) and we will verify your status as a Reckon Subscriber. You will also need to reactivate your Software if you want to reinstall it (for example, if you upgrade your computer or if you have a hard drive failure or changes to client server architecture, and you may incur a technical support cost for this);
        • There will be no charge to activate the Software initially or to reactivate your Software or renew a subscription, Reckon may charge you a fee for technical support if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software or if you upgrade your computer, change your network configurations or due to a hard drive failure);
        • Reckon has a 'sunset policy' which means that technical support is not available for some older versions of the Software. This includes the ability to install or re-install Software for any reason for those old versions. If you wish to continue using the Software in those circumstances, you will need to purchase a new copy of the current version of the Software.
        • Data collection & privacy: you acknowledge that Reckon collects information from you when registering, activating and validating the Software and when you use the Software. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information, please refer to Reckon’s Privacy Statement on our website. By activating and using the Software you consent to Reckon's collection and use of the information collected from you in accordance with Reckon's Privacy Policy.

        1. Licence

        1. Evaluation licence: If Reckon has provided a Trial Version of the Software to you, your rights to use the Trial Version are solely as set out in clause 11.
        2. Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Software on the terms of this Licence for the period determined in accordance with clause 9.
        3. No transfer of copyright: The Software is 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 Software. Reckon reserves all rights not expressly granted to you. Reckon Limited is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty.

        2. Your permitted use of the software

        1. In order to use the Software you must be a current Reckon Subscriber ( i.e. you must have a current version or subscription to the Reckon Software, and hold a current Reckon Advantage membership or be a current Professional Partner member) at the time you install and each time you use the Software. Reckon will verify your status at each use of the Software to determine your eligibility to continue to have access to the Software.
        2. The number of licences and users to which you subscribe as a Reckon Subscriber determines the number of licences and permitted users of the Software.
        3. You agree to keep the Software up to date within a reasonable time or within such time as the Software prompts you to do so.
        4. General restrictions: You must not:
          1. Use or rely upon the Software for any purpose or in any manner for which the Software is not warranted;
          2. Copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software;
          3. Reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software; or
          4. Sell, market, network, transfer, lease, license, sub-license, rent, lend, share or otherwise dispose of or distribute the Software and/or any relevant access or verification details; or
          5. use the Software to provide bureau, hosting services by internet or by any other means.
        5. Licence verification: Upon written request from Reckon, including by e-mail, you agree to provide Reckon with a signed certificate:
          1. Verifying that the Software is being used fully in accordance with this Licence, including user and machine limitations, and
          2. Listing locations, types and serial numbers of equipment on which the Software is run.
            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 www.reckon.com
        6. Audit rights: Reckon may also audit the number of copies of the Software in use or possession by you, the equipment on which the Software is installed or used and the number of users using the Software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Reckon's expense. If the audit reveals underpaid or unpaid fees due to Reckon, you will be invoiced for them based on Reckon's then current price list, and if these exceed 5% of the licence fees you have already paid, you will also be invoiced for the cost of the audit.

        3. Product activation and verification

        1. Initial registration and verifying licence details: This Software may contain technology that protects Reckon against illegal copying. As a consequence, you may be required to:
          1. Provide your Reckon Customer details, ie. Customer ID Number and PIN and/or register your details during the initial installation, including your name, contact details and details of the hardware on which the Software will be installed (if this is not done automatically by the Software);
          2. Have the Software reactivated (on payment of the relevant renewal fee maintain your status as a Reckon Subscriber and verification of your current licence details) if you wish to continue to access the Software;
          3. Have the Software reactivated by Reckon if you wish to re-install the Software (for example, if you would like to install the Software on a new computer or if you have a hard drive failure, change in your network configuration and need to reload your Software); and
        2. Manner of verification: You must be a Reckon Subscriber at the time you install the Software and each time you use the Software. Reckon will verify your status as a Reckon Subscriber at each use of the Software to determine your eligibility to continue to have access to the Software. Verification is based on Reckon’s records at the time of verification.
        3. Charges for reactivation: there will be no charge to activate the Software initially or to reactivate your Software or after renewal as a Reckon Subscriber, Reckon may charge you a fee for technical support if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software if you upgrade your computer, change your network configurations or due to a hard drive failure). For the current fees go to www.reckon.com.
        4. Consequences of non-renewal and failure to verify details: This Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the Software when you are no longer a current Reckon Subscriber or otherwise entitled or eligible to use it. Once the Software is deactivated you will not be able to access the Software or any of the SBR-enabled services at all (including printing out or viewing any of your data, records or lodgements).
        5. Statutory declaration: In certain circumstances, before permitting a re-activation, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation in a form required by Reckon.
        6. Older versions: Reckon has a sunset policy (covered in more detail in clause 5(a) which means that technical support is not available for certain older versions of the Software. If technical support is not available for your version, you will not be able to reactivate or reinstall your Software. In those circumstances you will need to purchase a current version or Upgrade in order to continue using the Software. Please go to www.reckon.com to see the sunset policy.

        4. Data Collection & Privacy

        1. You acknowledge and agree that Reckon collects information from you when registering, activating and validating the Software. Additional information may also be collected in relation to your use of the Software. Reckon handles personal information in accordance with the Privacy Act 1988 (Cth) and the applicable Privacy Principles. For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information please refer to Reckon’s Privacy Statement on our website http://www.reckon.com/aboutus/policies.aspx.
        2. By activating and using the Software:
          1. you agree to allow Reckon to use and disclose any personal information provided to Reckon in connection with this Licence in accordance with Reckon's then current privacy policy displayed on Reckon's website; and
          2. you acknowledge and agree that you are solely responsible and liable for any personal information you collect, use or store using the Software.

        5. Technical support

        1. Period when technical support is available: Reckon will provide technical support for the Software only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party), during the following periods:
          1. during the period for which you are a current Reckon Subscriber and have paid the relevant subscription fees; and
          2. there is a 'sunset period' during which technical support may not be available for a version of Software which has been updated. The sunset period for a version will commence on the earlier of: (A) 2 years after the date on which you first installed the version on your computer; or (B) The date Reckon releases the second successive Upgrade to that version. For further explanation of Reckon's sunset policy please go to www.reckon.com.
        2. 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:
          1. as contemplated by clause 3, the technical support required to reactivate the Software or to issue a replacement registration key code (for example, when you verify your licence details, renew a subscription or if you need to reinstall the Software);
          2. provision of telephone help desk support services;
          3. access to technical information about the Software contained on Reckon's website; and
          4. the ability for you to download Updates,
            but it does not include provision of Upgrades of the Software. For further explanation of Reckon's technical support policy please go to www.reckon.com.
        3. What is NOT included as part of technical support: Reckon will not provide technical support:
          1. for third party hardware or software, which remains the responsibility of the relevant third party;
          2. relating to verification of the data you supply to the Participating SBR Agencies using the Software or the business processes or policies employed by the Participating SBR Agencies, for example, how they verify, use, process or access the information you supply or have supplied, including historical data;
          3. relating to the accuracy or relevance of information which is supplied or relied upon by the Participating SBR Agencies, prior or through your use of the Software. You are responsible for ensuring that the Participating SBR Agencies have been provided with all relevant current information needed to submit any relevant form or lodgement.
          4. liaising with any of the Participating SBR Agencies on your behalf about information held by those agencies or how they have verified or processed any of the information provided to them by you or on your behalf whether or not you provided this information using the Software;
          5. the provision of legal or other professional advice relating to the content or information required for compliance with relevant laws or regulation or regulatory authorities or the Participating SBR Agencies e.g. including ATO, ASIC; or
          6. the recovery of back-ups. You are responsible for all backups of data and information lodged using the Software.
        4. Fees: Clause 3(c) sets out the circumstances when you will (and when you will not) be required to pay charges for the technical support to reactivate your Software (including when you wish to reinstall the Software). For all other technical support, Reckon may charge you a fee in accordance with its then current technical support policy.

        6. SBR-enabled services

        1. SBR-enabled services: [AUSTRALIA ONLY] The availability of the SBR-enabled services is subject to:
          1. the continuing licences from Commonwealth to Reckon permitting use of the Software for SBR-enabled services with such as the ATO and ASIC; and
          2. also that you are a current Reckon Subscriber at the time of using or accessing the Software.
        2. Access to SBR-enabled Services: To access the SBR-enabled Services you:
          1. Need to have obtained an AUSkey from the Australian Business Register with the correct permissions, privileges or authority to be able to use the Software and access the SBR-enabled services. You are responsible for all activities, transactions, authorisations, statements and declarations made when using the AUSkey and/or the Software;
          2. You must separately agree to accept the Commonwealth’s End User Licence Agreement and Privacy Conditions which relate to access to the SBR facilities of the Participating SBR Agencies and you acknowledge and accept that your use of the SBR-enabled services will also be subject to the terms and conditions of use of any other relevant Participating SBR Agency;
          3. You are responsible for ensuring that the information provided to and held by the Participating SBR Agencies relating to your use of the SBR-enabled services, is relevant and up to date;
          4. You are solely responsible for the accuracy of any information or material lodged using the Software and including, but not limited to maintaining and keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged;
          5. You are solely responsible for ensuring that you meet all regulatory and statutory requirements including but not limited to lodgement deadlines or any penalties you may incur in relation to those requirements;
          6. Acknowledge and agree that access to SBR-enabled services may be withdrawn by the Commonwealth or Reckon at any time. Reckon will not be liable for the withdrawal of access to any SBR-enabled service or the Software for any reason whatsoever. 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.

        7. Limited warranty

        This clause 7 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), as amended from time to time, or other similar legislation of a state or territory of Australia.  ("Consumer Guarantees").  Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. 

        You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage.  You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

        1. Software provided on an 'as is' basis: Except as required by the Consumer Guarantees, Reckon provides the Software to you on an "as is" basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of the Software.
        2. Defects in media: In addition to any rights and remedies you have under the Consumer Guarantees, Reckon warrants that the media on which the Software is recorded is free from defects in manufacture for a period of 90 days from the date of delivery (for on-line purchases) or 90 days from the date of purchase (for in-store purchases).  During this period, if you return the Software to your place of purchase, Reckon will replace any defective media on which the Software was supplied and any Software on that media, free of charge, unless you caused damage to the media due to poor handling.
        3. To make a claim under clause 7(b), you must:
          1. email customerservice@reckon.com with the subject line 'warranty claim', and include the following:
            1. in the body of the email, provide the IKC, detail the fault and whether a workaround has been provided by a member of Reckon's support team; and
            2. provide a copy of the receipt or proof of purchase and payment.

              Once Reckon receives the information, Reckon will provide a preliminary assessment of the claim and contact you to advise.  Software assessed on a preliminary basis to be defective by Reckon will be replaced by Reckon and sent to you at Reckon’s cost.
        4. No guarantee that Software will be error free or that its use will be uninterrupted: While Reckon has endeavoured to make sure that the Software works substantially as per the specifications published by Reckon from time to time, Reckon does not guarantee that the Software will work on all computer hardware platforms or configurations and makes no warranty that the Software will be error free, that its use will be uninterrupted or be fit for your purpose.
        5. Internet access, telecommunications networks, firewalls and security: Except as required by the Consumer Guarantees, Reckon does not guarantee connections to its online activation server as these may be dependent upon third party networks and security measures over which Reckon has no control.
        6. SBR Disclaimer: The Commonwealth, the States and Territories and their agencies involved in the SBR Program do not endorse, certify, warrant or, to the extent permitted by law, accept any liability for this product (direct, indirect or consequential). You must satisfy yourself that this product is suitable for your requirements and IT environment
        7. Reliance on availability, functionality and security systems or networks accessed using the Software. The Software including the SBR-enabled services rely on the availability, functionality and security of the systems or networks of Reckon, and the Government and its agencies (which includes but is not limited to SBR-enabled services or related infrastructure of the Participating SBR Agencies, such as the ATO) or third parties over which Reckon does not have any control.  Except as required by the Consumer Guarantees, Reckon does not guarantee or warrant that there will not be any down-time, delays, breaches of security, lack of availability of systems or networks of either Reckon, or of the Government or any of its agencies (which includes but is not limited to SBR-enabled services or related infrastructure of the Participating SBR Agencies) or third parties;
          1. You acknowledge, you are responsible for ensuring all information provided to Participating SBR Agencies is current and correct, whether or not you used the Software to provide the information.  
        8. Compliance, Accuracy and Use of Data; You are responsible for ensuring all required data or any other data provided to Participating SBR Agencies is accurate and is compliant with all relevant laws and regulations, whether or not you used the Software to provide the information.
          1. Reckon does not have any control over the information entered or received by Participating SBR Agencies or the processing of data by third parties or Participating SBR Agencies, or any information which is submitted using the Software.
          2. Reckon does not guarantee that the data entered in documents and lodged with Participating SBR Agencies using the Software, is correct or compliant with any relevant legislation or regulatory requirement.
          3. Reckon cannot guarantee that the relevant Participating SBR Agencies, receiving data via the Software will process the information promptly or accurately. 

        8. Liability

        1. 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.
        2. 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.
        3. 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.
        4. General exclusion and limitation: Other than as set out in clauses 8(b) and 8(c), and to the full extent permitted by law:
          1. (i) Except where required by the Consumer Guarantees, 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 including fees or penalties for late lodgement of documents, errors or inaccuracies in information lodged with regulatory authorities or Participating SBR Agencies, or errors made by regulatory authorities or Participating SBR Agencies, such as ATO or ASIC, suffered by you or any other person relating to the performance or non-performance of the Software, including delays or downtime of the SBR-enabled services, or delays caused by verification of your access rights to the Software whether by Reckon, the Participating SBR Agencies or any third party, nor any breach of this Licence or the supply of the Software or in connection with, but not limited to, the SBR-enables services, including ASIC and relevant State/Territory Authorities, any calculations done by Participating SBR Agencies during or after the pre-lodge or lodging of documents using the SBR-enabled services or the Software, networks or infrastructure or provision of technical support (whether by telephone or remote access or other means), nor will the liability of Reckon include or extend to any special or consequential loss or damage suffered by you;  and 
          2. The Software including the SBR-enabled services rely on the availability, functionality and security of the Participating SBR Agencies such as ATO over which Reckon does not have any control.  Except where required by the Consumer Guarantees, Reckon will not be liable: for any down-time, delays, lack of availability of the SBR-enabled Services at any time; or for any fees or penalties incurred resulting from any delays or errors in lodgement using the Software or any of the SBR-enabled services; and
          3. Reckon's maximum liability for damages arising in connection with this Licence or the supply of the Software is limited to the amount paid by you for the Software.
        5. Your liability to Reckon: You agree that Reckon (and its authorised distributors) will not be liable, other than as required by the Consumer Guarantees or as expressly set out in this Licence, and that you will indemnify Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of the Software (including any claims made against you by third parties).
        6. Use of Software is not provision of professional advice: The information contained in this Software may contain features designed to assist you in complying with the requirements of the relevant legislation, e.g.: taxation. If the Software contains features to assist with taxation or your use of the SBR-enabled services, then Reckon does not warrant that the relevant reports you submit using the Software 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 taxation (of any nature) and any other deductions/contributions calculated using the software are correct from time to time and at the applicable time and that nothing in the software constitutes professional advice in relation to these matters. The help contained in this Software is not a substitute for professional advice. Legal and accounting advice should be obtained before taking any action in reliance on this Software. The software is also not financial product advice. In addition any tax tables that might be supplied with this Software 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 your date of purchase.  Your reliance on any other information to assist you to comply with any relevant legislation or to use the SBR-enabled services, whether or not accessed using this Software, is governed by the relevant terms and conditions of the provider of that information, for example, the licence relating to other Reckon Software or other Reckon products.  In providing you with any tax tables or other tables or information or calculators etc, Reckon is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, you should seek the service of a competent professional. 
        7. Reckon has no responsibility for recommendations: Except as required by the Consumer Guarantees, Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of this Software or not, in respect of anything (including, without limitation, any error in or omission from this Software) 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 this Software.
        8. Corruption of Data and on-line access: Except as required by the Consumer Guarantees, 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 any online link available between the Software and another server including without limitation in connection with SBR-enabled services.

        9. Term and termination of licence

        1. Licence Term: Unless this Licence is terminated earlier in accordance with its terms, your right to use the Software in accordance with this Licence continues while you are a current Reckon Subscriber. Reckon will verify your status as a Reckon Subscriber each time you use the Software. If you are not a current Reckon Subscriber at the time that you are attempting to use the Software, Reckon will terminate your Licence until such time as you again become a current Reckon Subscriber.
        2. 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.
        3. No access when terminated: Upon termination for whatever reason, you will no longer have access to the Software, or the SBR-enabled services.
        4. Survival: Clauses 2, 4, 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.
        5. Things you must do on termination: Upon the termination of this Licence, you or your representative must promptly uninstall the Software from your computer, destroy the CD, User Guide and related materials and any copies of them in your possession or control or return or dispose of them in the manner directed by Reckon. Upon written request from Reckon you agree to provide a Statutory Declaration to Reckon that you have complied with your obligations under this clause 9(e).

        10. Subscription terms

        If you have purchased a subscription version of the Software, this additional clause 10 will apply.

        1. Entitlement to Upgrades and Updates: During the period for which you have paid subscription fees as a Reckon Subscriber you will receive, included in the cost of the subscription, all Upgrades and/or Updates of the Software, via Internet download.
        2. No extension of Licence term: Your right and entitlement to use the Software, as enhanced by any Upgrades and/or Updates, concludes at the end of the term of the Licence (subject to payment of an annual subscription fee) and is not linked to the dates of release, registration or provision by Reckon of any Upgrades and/or Updates.
        3. This Licence prevails: If you have purchased this Software as an Upgrade to an earlier version of the Software, this Licence shall supersede any previous licence agreement.
        4. Not all Upgrades included: Your subscription to the Software and any Upgrades and/or Updates under this Licence does not grant you the right to receive special versions of the Software created for certain customers or market segments, even though they may contain similar features or functions. Versions of the Software which may from time to time be offered in retail or other channels in different configurations as special promotions are not included as part of the subscription.
        5. No obligation on Reckon to upgrade: Upgrades and/or Updates will be developed and released by Reckon in its 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. Furthermore, Reckon does not warrant that the Upgrades and/or Updates will be provided to you or made available within any specified time period following the commercial release of such Upgrades and/or Updates.
        6. When payment is due: If applicable to the Software licensed to you, you will be required to pay the monthly subscription fee 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. Otherwise payment of the subscription fee is governed by the relevant licence for the Reckon Software, Reckon Advantage membership or Professional Partner membership.
        7. Deactivation at end of subscription period: As per clause 3, the subscription version of the Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the software if your subscription is not renewed or you are found to be in breach of this licence agreement. If you do not renew the relevant subscription for the Reckon Software, Reckon Advantage membership or Professional Partner membership you will no longer have access to the Software or the SBR-enabled services.

        11. Trial licence

        If you have been provided with a Trial Version of the Software, this clause 11 sets out the terms that will apply to your use of the Trial Version.

        1. Licence: Your licence to use the Trial Version:
          1. permits you to evaluate the Software's functionality and suitability for your requirements;
          2. is for the number of users set out in the material accompanying your copy of the Trial Version;
          3. is subject to the general restrictions in clause 2(e) and the limited warranty in clause 7(a);
          4. Is for three months (Evaluation Period); and
        2. Duration: You acknowledge that your licence to use the Trial Version will only apply for the Evaluation Period. At the end of the Evaluation Period:
          1. you must not and will not be able to continue to access the Trial Version, including any data that you have entered into the Trial Version; and
          2. if you wish to use the Software you must purchase a full version or subscription version of the Software.
        3. Entitlements: You:
          1. are not entitled to Upgrades or Updates (or any other software other than the Trial Version); and
          2. may be required to pay for any technical support that you may require in relation to the Trial Version in accordance with Reckon's then current charges.
        4. Liability: You acknowledge that subject to clauses 8(b) and 8(c), and to the full extent permitted by law, Reckon excludes all liability to you for any loss, damage, liability, costs or expenses suffered by you relating to the performance or non-performance of the Trial Version or any breach of this clause 11.

        11. General

        1. Some defined terms: In this Licence:
          • ASIC means the Australian Securities and Investment Commission.
          • ATO means the Australian Tax Office.
          • AUSkey means the current on-line security credential used to enable reports to be sent using the Software, to Participating SBR Agencies to access government on-line services.
          • Consumer Guarantees is the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), as amended from time to time, or other similar legislation of a state or territory of Australia.
          • Current version means the current release of the relevant software, including any upgrades and updates released relating to that software.
          • Participating SBR Agencies means Commonwealth or State Government departments or agencies which allow Australian businesses to prepare and lodge certain government forms and information directly from SBR-enabled software, such as the Software.
          • Professional Partner member means current member of Reckon’s Professional Partner Program.
          • Reckon Advantage means Reckon Advantage, an annual membership program. Benefits include product upgrades and updates released during membership period
          • Reckon Software means Reckon Accounts Hosted, Reckon Accounts Accounting, Reckon Accounts Enterprise, Reckon Accounts Pro, Reckon Accounts Plus, Reckon Accounts, Premier.
          • Reckon Subscriber means you have a current version or subscription of the Reckon Software and are a current Reckon Advantage member or Professional Partner member. You must be a current Reckon Subscriber to have access to the Software.
          • SBR-enabled services means the application(s) which allow access to government on-line services offered by Participating SBR Agencies to meet certain reporting obligations by using the Software together with the authorisations permitted by your AUSkey credentials.
          • Trial Version means Software that has been provided to you on a temporary basis in order to carry out a trial of that Software to determine whether you wish to use the Software on an ongoing basis.
          • Update means a new version of the Software which contains minor enhancements.
          • Upgrade means a new version of the Software which contains additional functionality or other enhancements. Reckon will determine whether a new version constitutes an Upgrade or an Update.
        2. Applicable law: This Licence is governed by the laws of the State of New South Wales, Australia.
        3. 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.
        4. Waiver: Any failure to enforce any rights under this Licence by Reckon is not to be taken as a waiver of those rights.
        5. 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. In the case of subscription users no new terms will come into force until the commencement of your renewed subscription period. Reckon will display any new terms and conditions on Reckon’s web site and you should check the website regularly. See www.reckon.com.
        6. Headings: Clause headings are for ease of reference only and do not affect the meaning of this Licence.
        7. Use or access to Reckon Software, Reckon Advantage membership or Professional Partner membership: The terms of the relevant Licence or membership will apply to your use and access of the relevant software or membership.
        8. Third Party Applications and Technology: in some versions of the Software, you may in the installation process also have installed third party applications and technology. The terms of the third party’s licence will apply to your use of all such third party applications and technology.
        9. Reckon Website or Website: means Reckon's company websites www.reckon.com or www.reckon.co.nz.

        Reckon, Reckon logo, R logos and Reckon GovConnect are the trademarks of Reckon Limited. SBR and Standard Business Reporting are trademarks owned by the Commonwealth of Australia. Software Copyright © 2016 - 2017, Reckon Limited. All rights reserved.

        21/01/2016

          Accredited Professional Partner Terms and Conditions

          This Agreement governs the process and rules for Accreditation for Reckon Professional Partners, whether you are an Accountant, Bookkeeper or Consultant. This Agreement is between you and Reckon Limited (ABN 14 003 348 730) referred to in this Agreement as Reckon. If you are also a reseller then this Agreement covers that part of your relationship with Reckon as well.

          1. Application process

          You may apply to Reckon to become an Accredited Reckon Professional Partner only if you or your company are Reckon Professional Partners.

          You must pay all your applicable fees in advance before you will be appointed as a Reckon Accredited Professional Partner for the year in question.

          Reckon is under no obligation to approve an application.

          You warrant the truth, completeness and accuracy of all information supplied in the application and as supplied from time to time in connection with the Accredited Professional Partner Program.

          2. Membership of professional bodies

          Membership of the Accredited Professional Partner Program is available to Accountants in public practice in Australia, Independent and contract Bookkeepers in public practice in Australia, and as approved by Reckon: Business and IT Consultants authorised or licensed to practice in Australia, and Tax Agents only.

          All applicants are required to meet the criteria set by Reckon before an application can be processed. Approval is not guaranteed and remains within the discretion of Reckon.

          The applicant warrants that relevant membership criteria have been satisfied. Reckon reserves the right to make inquiries of the relevant professional body of which you are a member and the educational institution which issued any of the pre-requisite qualifications, as indicated in your membership application, in order to confirm your membership and qualification status. Other applicants may be accepted as Accredited Professional Partners on a case by case basis.

          3. General rules

          3.1 To remain accredited, you must comply with all continuing professional development requirements. For a list of these requirements please see the Reckon Partners Program website or contact 1300 653 449.

          3.2 As an Accredited Professional Partner, you will be required to meet the criteria outlined on the application form and you must act at a standard consistent with Reckon’s highest principles of professionalism, integrity and honesty and at all times display the appropriate level of knowledge and skills about the products.

          3.3 Any service difficulties should be immediately notified to Reckon in writing to The Manager, Professional Services Group, Reckon Limited, Locked Bag 15, Broadway NSW 2007.

          3.4 You may not claim any relationship with Reckon other than as contained in this agreement and you will at no time represent to any third party that you are a representative, agent or employee of Reckon.

          3.5 Nothing in this agreement is intended to constitute a system or marketing plan which is determined, controlled or suggested wholly or partly by Reckon or any other affiliate of Reckon.

          4. Incorporation of professional partner terms and conditions

          4.1 You or your employer have previously agreed to be bound by the Professional Partner Terms and Conditions (PP Terms). If you are approved by Reckon as an Accredited Professional Partner then the PP Terms will apply to this Agreement with the following modifications:

          • All references in the PP Terms to “Professional Partner” are to be interpreted as a reference to an Accredited Professional Partner.
          • All references in the PP Terms to “Reckon Professional Partner Program” are to be interpreted as a reference to the Accredited Professional Partner Program.

          4.2 In the event of any inconsistency between this Agreement and the PP Terms (as incorporated into this Agreement) the terms of the documents are to apply in the following order of priority (from highest to lowest):

          • This Agreement; and
          • The PP Terms.

          5. Membership benefits and payment of annual subscription

          5.1 You understand that, should your annual membership not be paid, you will not be entitled to the continued benefits of membership.

          5.2 Benefits of membership are provided according to the category of Accredited Professional Partner into which you fall. These benefits are specified at Reckon Partner Programs.

          5.3 Benefits may change from time to time.

          5.4 All membership fees must be paid by the due date indicated on your invoice after your application has been accepted, membership then is pending on payment of your fees.

          5.5 Whilst we will endeavour to advise you that your subscription is in arrears, it is your responsibility to ensure the membership payment is up to date.

          6. Privacy Disclosure

          6.1 Under the Privacy Act (Cth) 1988 and pursuant to the Australian Privacy Principles (“Privacy Principles”), Reckon is obliged to inform you of the following. The information we ask you to provide as part of the application process is used to assist us in offering you services under the Reckon Professional Partner Program to communicate with you about the Professional Partner Program and Reckon products as well as informing you about product upgrades and important changes to the product and to provide you with details of training programs offered by our network of Accredited Professional Partners this information essentially comprises your name, your company, contact details and high level business details (if appropriate)). We may also use this information to inform you about other Reckon or related products and services and it will be provided to our network of Accredited Professional Partners who may contact you in connection such training programs. Reckon is sensitive to its users’ need for privacy, and retains strict control over the information that it gathers from its users. If you do not provide us with all of the information that we seek as part of the registration process, this may result in Reckon being able to less effectively communicate with you. Under the Privacy Principles, you are able to gain access to any personal information that we hold about you. If you wish to know the procedure in order gain access to the information held about you or wish to see Reckon’s Privacy Policy Statement please refer to our website www.reckon.com, or contact us on 1300 732 566.

          6.2 You agree and warrant that you will comply with the Privacy Act (Cth) 1988 and the Privacy Principles and any other relevant law in relation to your collection, use or disclosure of any information or data.

          7. Adherence to ethical guidelines

          As an Accredited Professional Partner, you agree to adhere to the ethical guidelines as issued by your governing or peak body in Australia and any similar guidelines required by Reckon. In particular, you agree to adhere to any guidelines concerning the transfer of clients from one service provider (whether you are an Accountant, Bookkeeper or Consultant) to another. This may be relevant in circumstances where, for example, you have provided training in Reckon products to another service providers’ client.

          8. Right to terminate

          8.1 You acknowledge that your continued membership as an Accredited Professional Partner is not guaranteed and that Reckon reserves the right to terminate your membership if in its discretion it is deemed necessary to do so.

          8.2 In all cases Reckon may terminate your membership on no less than thirty days prior written notice in which case you will be pro-rata refunded your membership fees.

          8.3 Reckon may without notice immediately terminate your appointment if you:

          • 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;
          • Act in a unprofessional and unethical manner in your dealings and activities under or in connection with your appointment as an Accredited Professional Partner or do anything that would bring Reckon into disrepute or diminish the reputation or goodwill associated with the Reckon Products; or
          • In any way breach the software licensing agreement.

          8.4 Without limiting the generality of Reckon’s right to terminate as set out above, Reckon can also terminate without notice if:

          • Reckon receives three or more complaints from customers about any matter pertaining to your position as an Accredited Professional Partner in any three month period;
          • You criticise Reckon, its subsidiaries, its employees or its products;
          • You display, in our sole opinion, a less than adequate knowledge of the products;
          • You fail to pay outstanding moneys when due to Reckon for any Accredited and/or Professional Partner Membership, Accreditation or Re-accreditation or for product purchases or for any other debts to Reckon Limited;
          • You supply any confidential information about Reckon or any of its products. We may at our sole discretion decide whether any information provided to any competitor of Reckon is confidential information for the purposes of this clause;
          • You fail to continually attain re-accreditation as each new software version is released;
          • You commit any act which involves any unlawful or illegal acts, or any situation in which you find yourself in bankruptcy or insolvency.

          9. Waiver

          Failure or neglect by Reckon to enforce any of these terms and conditions shall not be construed as a waiver of Reckon’s rights nor affect Reckon’s rights to take any subsequent action.

          10. Severability

          If any provision in these terms and conditions is held to be invalid, unlawful or unenforceable, such provision shall be severed from these terms and conditions without affecting the validity and enforceability of the remaining terms and conditions.

          11. Entire agreement

          11.1 This document supersedes and replaces any arrangements, representations, understandings or agreements made or existing between you and Reckon and constitutes the entire agreement relating to the supply of the Products except as otherwise may be agreed in writing.

          11.2 To the best of the knowledge and information of Reckon and its representatives, all facts, information and figures contained in this application and attachments are true and accurate at the time of printing. Reckon reserves the right to make any changes in information, membership entitlements and product inclusions, as it may deem necessary, without prior notice.

          12. Governing law

          These terms and conditions shall be construed in accordance with the laws of New South Wales.

          13. Confidentiality

          You agree to keep all pricing information provided to you confidential and not share or distribute it to clients or any other person or company.

          14. Assignment

          It is important to Reckon that we know who we are appointing as Accredited Professional Partners. Your identity is important to us and therefore no part of this agreement may be assigned by you without Reckon’s prior written approval.

          15. Definitions

          You means the Accountant, Bookkeeper or Consultant or customer as indicated on the application form or invoice on the reverse hereof.


          12/01/2016

          Reckon Professional Partner Terms and Conditions

          This Agreement governs the relationship between you, a Reckon Professional Partner, whether you are an Accountant, Bookkeeper or Consultant, and us, Reckon Limited (ABN 14 003 348 730) referred to in this Agreement as Reckon. This Agreement also covers the terms according to which we will sell you Software as a re-seller in the Territory which is Australia, unless otherwise agreed by us in writing.

          MEMBERSHIP CONDITIONS FOR PROFESSIONAL PARTNERS

          1. Application process

          You may apply to Reckon to become a Professional Partner by completing and correctly signing the application form. Reckon is under no obligation to approve an application. You warrant the truth, completeness and accuracy of all information supplied in the application and as supplied from time to time in connection with the Professional Partner Program. Please note that only businesses (including sole traders) may apply to become Reckon Professional Partners.

          Reckon is under no obligation to accept you as member of the Professional Partner Program.

          2. Membership

          Membership of the Professional Partners Program is available to Accountants in public practice in Australia, Independent and Consultant Bookkeepers in public practice in Australia, and as approved by Reckon: Business and IT Consultants and Tax Agents only.

          All applicants are required to meet the criteria set by Reckon before an application can be processed. Approval is not guaranteed and remains within the discretion of Reckon.

          The applicant warrants that relevant membership criteria have been satisfied. Reckon reserves the right to make inquiries of the relevant professional body of which you are a member, as indicated in your membership application, in order to confirm your membership status. Reckon may also check any references that you provide or which have been requested by Reckon or make any other inquiries to verify your credentials and information provided in your application. Other applicants may be accepted as Professional Partners on a case by case basis.

          3. Membership benefits and payment of annual subscription

          1. You understand that, should your annual membership not be paid, you will not be entitled to the continued benefits of membership.
          2. Benefits of membership are provided according to the category of Professional Partner into which you fall. These benefits are specified on the Reckon website www.reckon.com.
          3. Benefits may change from time to time.
          4. All membership fees must be paid by the due date indicated on your invoice after your application has been accepted, membership then is pending on payment of your fees.
          5. Whilst we will endeavour to advise you that your subscription is in arrears, it is your responsibility to ensure the membership payment is up to date.

          4. Privacy

          1. Under the Privacy Act (Cth) 1988 and pursuant to the Australian Privacy Principles, as amended from time to time ("Privacy Principles"), Reckon is obliged to inform you of the following. The information we ask you to provide as part of the application process is used: to assist us in offering you services under the PP Program; to communicate with you about the PP Program and Reckon products; as well as informing you about product upgrades and important changes to the product and to provide you with details of training programs offered by our network of Accredited Professional Partners (this information essentially comprises your name, your company, contact details and high level business details (if appropriate)). We may also use this information to inform you about other Reckon or related products and services and it will be provided to our network of Accredited Professional Partners who may contact you in connection such training programs. Reckon is sensitive to its users’ need for privacy, and retains strict control over the information that it gathers from its users. If you do not provide us with all of the information that we seek as part of the registration process for corporate membership, this may result in Reckon being able to less effectively communicate with you. Under the Privacy Principles, you are able to gain access to any personal information that we hold about you. If you wish to know the procedure in order gain access to the information held about you or wish to see Reckon’s Data Collection and Privacy Policy Statement please refer to our website www.reckon.com or contact us on 1800 732 566.
          2. You agree and warrant that you will comply with the Privacy Act (Cth) 1988 and the Privacy Principles and any other relevant law in relation to your collection, use or disclosure of any information or data.

          5. Use of software

          You agree that, by accepting any software provided as part of the Professional Partner pack, the licence to use the software is granted as a privilege of the Professional Partner membership 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 clients or for resale to clients. The terms and conditions relating to the licence for the software provided are separately contained on or within the software or the packages containing that software, and can be viewed online at www.reckon.com and govern yours or any end user's use of the software in question. 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 are installing 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. The applicant agrees to use its best endeavours and to take all reasonable steps to safeguard this software to ensure that there is no unauthorised use, copying or distribution of the software. Any rights to use the software are entirely conditional upon you remaining a current Professional Partner.

          6. Adherence to ethical guidelines

          As a Professional Partner, you agree to adhere to the ethical guidelines as issued by your governing or peak body in Australia or any similar guidelines required by Reckon. In particular, you agree to adhere to any guidelines concerning the transfer of clients from one service provider (whether you are an Accountant, Bookkeeper or Consultant to another. This may be relevant in circumstances where, for example, you have provided training in Reckon products to another service providers’ client. You will not represent to any third party that you provide services for which you do not have the relevant expertise or qualifications.

          7. Confidentiality of prices, Professional Partner Specific Services

          You agree to keep all pricing information provided to you confidential and not share or distribute it to clients or any other person or company. In addition, you understand that the priority telephone, email and web based services for Professional Partners are not to be provided to other parties, as these are made available as a preferential service to Professional Partners only.

          8. Right to terminate

          Reckon may without notice immediately terminate your appointment if you:

          1. 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;
          2. act in a 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;
          3. breach any warranty or term of this agreement;
          4. in any way breach the software licensing agreement or Professional Partner Terms and Conditions;
          5. any bankruptcy proceedings, winding-up proceedings, appointment of an administrator or receiver or similar arrangements are made against you or your business of if you are unable pay debts as and when they fall due.

          You acknowledge that your continued membership as a Professional Partner is not guaranteed and that Reckon reserves the right to terminate your membership if in its discretion it is deemed necessary to do so.

          In all cases Reckon may terminate your membership on no less than thirty days prior written notice in which case you will be pro-rata refunded your membership fees.

            9. Use of trademark

            1. Reckon reserves the right to set requirements for the use of any trademarks, logos, designs, devices, and service marks (“brands”) for the purpose of promotion of affiliation. You must abide by any style guide issued from time to time by Reckon in relation to the use of the brands. Such guidelines may contain conditions of use of the brands owned or used under licence by Reckon, or a third party associated with Reckon, whether or not they are registered. You agree not to infringe any Copyright in the trademarks or products or in the form of information or services by copying, re-transmitting, or disseminating any Copyright material (except where it is expressly permitted by Reckon).
            2. You may not use the brands or other intellectual property of Reckon Limited unless agreed to in writing by us. We may withhold consent for any reason and without stating a reason.
            3. The Reckon trademarks including the Reckon PP membership logo ("PP logo") may only be used in the form approved by Reckon by yourself, TOGETHER WITH YOUR COMPANY NAME, as outlined in the following points:
              • 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 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;
              • Your use any Reckon trademarks and/or the PP logo is limited as prescribed in this agreement, provided also that all money owed to Reckon has been paid and will be paid;
              • You may only use the trademarks and the PP logo in the same format as supplied to you by us. You may not make any amendments or alterations to the trademarks and the PP logo or the file and you may not disseminate it other than as permitted in this agreement;
              • You may use the PP 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 logo.
            4. When using the PP logo:
              • it must be clearly displayed, with nothing obscuring the image;
              • must be accompanied by your company name; and
              • displayed without competitor information.
            5. You may not claim any relationship with Reckon other than as contained in the logo and you will at no time represent to any third party that you are acting other than as an independent contractor on your behalf or on behalf of the company that employs you.
            6. You may not use the PP logo on or in any unlawful or illegal publications, which contain hate speech, racial, or sexual or other discriminative material or pornography.
            7. We may amend or withdraw any consent at any time and you will agree to abide by all such amendments or withdrawal of consent.

            10. Liability

            1. To the fullest extent permitted by law (and except as specifically provided in these terms and conditions) all express and implied warranties and conditions under statute or general law as to merchantability, description, quality, suitability or fitness for any purpose or otherwise are expressly excluded and Reckon shall not be liable for any physical or financial injury, loss or damage or for consequential loss or damage arising out of the supply or operation of the Products or arising out of Reckon’s negligence or in any other way whatsoever.
            2. Reckon’s liability for a breach of a condition or warranty which by law is incapable of exclusion is limited (but only to the extent permitted by law) at Reckon’s option to:
              • replacement of the Products or the supply of equivalent products; or
              • the cost of replacing the Products or acquiring equivalent products; and
              • in the case of services – to the supplying of the services again or the payment of the costs of having the services supplied again.

            11. Indemnity

            You will indemnify Reckon and its affiliates against all losses, claims, suits and cases against any:

            1. liability incurred by Reckon
            2. loss or damage or diminution of the reputation of Reckon;or
            3. loss, penalty, fine or expense incurred by Reckon in dealing with any claim against it, including legal costs and expenses on a solicitor/own client basis, excluding consequential loss arising from a breach by you of any of the terms of this agreement or arising from any representations made by you relating to your qualifications and expertise,

            The right of Reckon to be indemnified under this clause is in addition to, and not exclusive of any other right, power or remedy provided by law.

            ADDITIONAL CONDITIONS GOVERNING PROFESSIONAL PARTNERS WHO ARE RESELLERS

            All products are sold or supplied on these terms and conditions in the agreed Territory, which is Australia, unless otherwise agreed in writing by us.

            Commissions are payable to a Professional Partner according to the following rules:

            12. Definitions

            Saleable condition means “as new” and “complete” and without limiting the generality of that: the products outer packaging must not be damaged and must be free from rips and tears or evidence of crushing; all retail stickers, price tags and security tags must be removed (with the exception of promotional stickers applied by Reckon); all the components that make up the contents of the product (eg: manuals, support materials, CDs registration cards and the like) must be contained inside the packaging and the seals on all disks and CD’s, if any, must be intact; and the software must not have been installed. You means the Accountant, Bookkeeper, Consultant or customer as indicated on the application form or invoice on the reverse hereof.

            13. General

            1. All products are sold or supplied on these terms and conditions.
            2. Except as set out in clause 27, no commissions are paid to Professional Partners for any products re-sold.
            3. Professional Partners may qualify for a re-seller discount on products.

            14. Ordering

            All orders for products must be presented on a valid purchase order, or by telephone or e-mail where approved by Reckon in writing, with a reference number if requested.

            15. Delivery

            1. Products shall be delivered to the address specified upon placement of the order as the address for delivery. Freight will be charged at Reckon’s standard rates and 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.
            2. All delivery times indicated to you are estimates only. Reckon shall not be liable for any late delivery and will not be liable for any loss or damage or injury (direct or indirect) occasioned as a consequence of any late delivery. You must specify the delivery address on each purchase order, or by telephone where approved by Reckon in writing.

            16. Payment terms

            1. 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 only. 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 discontinue supply to you until such time as you are fully paid up.
            2. Reckon 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.
            3. Reckon reserves 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.
            4. Reckon also reserves 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.

            17. Pricing

            Reckon reserves the right to amend the pricing of products and will provide you with prior written notice, which may include e-mail, at the address specified on the application form or as last specified by you in writing, of any amendments. All amounts charged to you will include GST where appropriate. Please note that keeping address details up to date is your responsibility.

            18. Retention of title

            Title in the products shall be retained by Reckon until the purchase price has been paid in full in cleared funds, without any set off, withholding, counter claim or deductions. Reckon reserves its rights to cancel access to any products for which Reckon has not been paid in full at any 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. Risk in the products passes upon delivery to you.

            19. Product returns

            1. All products are sold on a sale or exchange basis. This means that products purchased cannot be exchanged for cash refunds, but only for other products or credit to your account, if you have one with Reckon, as set out in this clause 19 and clause 20. Goods or services purchased directly by end-users are sold on a firm sale basis only. This means that no exchanges or credits will be given.
            2. Some third party products, for example software supplied by Microsoft Australia Pty Ltd, are only sold on a firm sale basis. This means that no exchanges or credits will be given.
            3. In all cases, no product returns will be accepted unless authorised in writing by Reckon.
            4. Reckon will only consider accepting returns if all the following conditions are met:
              • the full price has been paid without any set-off, deduction, withholding, or counter-claim;
              • you have placed a simultaneous order for products no less than the value of the products that you seek to return;
              • the products to be returned are current stock and/or up to date versions of the products still being sold by Reckon and are in saleable condition;
              • the products must be returned within 30 days (or such longer period as agreed) from date of delivery to you;
              • if you sell products from more than one store, the value of products returned from any one store in any one month may not be more than 15% of the value of the order placed for the previous month for that store, in any order placed you must specify the store from which the products will be sold, if products are moved from that store they may not be returned.
            5. If Reckon is under external control, for example: under receivership, administration, provisional liquidation, liquidation, products may not be returned.
            6. In cases where Reckon is responsible for the replacement/return, eg: incorrect shipment of products or defective products, a replacement or credit will be issued (subject to your compliance with clause 19 and clause 20). At our sole discretion, you will be requested to destroy the faulty products and provide evidence that this has been done or the faulty products will be collected. Any products shown to be defective at the time of sale and not due to wear and tear, negligence, neglect or default on your part will be replaced without charge. You must notify Reckon promptly after delivery of any products that are regarded as defective. In any case where any defect is as a result of fault (deliberate or negligent) on your part, there will be no replacement and you will bear all costs associated with freight in respect of the products in question.
            7. Products being exchanged for replacement with the new version/s for the purpose/s of resale (stock rotation) must be returned for replacement within the time frame advised by Reckon. Products must be in saleable condition upon return.
            8. Products will only be considered delivered once they are in the possession of Reckon and Reckon assumes no responsibility for loss in freight or in the post.

            20. Process for returning products

            Without limiting Reckon’s discretion in clause 19, and subject to any obligations or requirements Reckon may have under the Australian Consumer Laws with regard to products you have re-sold to your customers, no returns will be considered unless you follow the required procedures that Reckon has in place from time to time:

            1. requests for return authorisations must be made within 48 hours of delivery of products. Late requests for mis-shipments or discrepancies will not be considered, but other request will be considered if reasonable and all other provisions of clause 19 and clause 20 are complied with;
            2. your request must be made by phone, fax or online facility (if available), depending on which method Reckon has required you must use;
            3. provided you have complied with clause 19 and clause 20 you will be issued with a return authorisation number (“RA”). The issue of a RA does not guarantee a replacement or credit – it is only your authorisation to return the products;
            4. the RA will only be valid for 14 days;
              • in all correspondence and all packing for returned products, the RA must be prominently displayed, for example on the exterior of the packaging, a failure to do so will mean your return will be rejected
              • you must deliver returned products within 14 days of receipt of the RA otherwise the RA lapses and you may no longer return the products;
              • Reckon shall not be liable for any freight charges unless agreed to in writing in advance;
              • in its discretion, Reckon will issue replacement products (as indicated on accompanying documentation) or credit your trading account, if any (excluding freight); and
              • unless agreed otherwise in writing, any credit notes issued will only be set off against the invoices issued in respect of products ordered as a condition of accepting returns.
            5. not exclusive of any other right, power or remedy provided by law.

            21. Reckon Returns Policy Regarding Faulty Stock sold to Customers

            1. in addition to Reckons Product Return policy, Reckon will only accept the return of faulty or defective products sold to your 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 the 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.
            2. Any claim for a breach of the warranty against defects or any other defect which a 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. This proof of purchase needs to be provided to the PP when making the claim and provided to Reckon if requested. The PP must then 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.
            3. RA's delivered to Reckon must be accompanied by the issued RA number and any required documentation within the specified time.

            22. Commissions

            Commissions are payable to Reckon Partners for the sale of the software according to the Commission Rules as amended from time to time and which can be viewed via the Partner Portal.

            23. Waiver

            Failure or neglect by Reckon to enforce any of these terms and conditions shall not be construed as a waiver of Reckon’s rights nor affect Reckon’s rights to take any subsequent action.

            24. Assignment

            It is important to Reckon that we know who we are appointing as Professional Partners. Your corporate identity is important to us and therefore no part of this agreement may be assigned by you without Reckon’s prior written approval.

            25. Severability

            If any provision in these terms and conditions is held to be invalid, unlawful or unenforceable, such provision shall be severed from these terms and conditions without affecting the validity and enforceability of the remaining terms and conditions.

            26. Entire agreement

            • This document supersedes and replaces any arrangements, representations, understandings or agreements made or existing between you and Reckon and constitutes the entire agreement relating to the supply of the Products except as otherwise may be agreed in writing.
            • To the best of the knowledge and information of Reckon and its representatives, all facts, information and figures contained in this application and attachments are true and accurate at the time of printing. Reckon reserves the right to make any changes in information, membership entitlements and product inclusions, as it may deem necessary, without prior notice.

            27. Governing law

            These terms and conditions shall be construed in accordance with the laws of New South Wales.


            11/01/2016

             

            Cloud Advisor Program – Terms and Conditions

            This Agreement governs the relationship between you, a Cloud Advisor, whether you are an Accountant, Bookkeeper or Consultant, and us, Reckon Limited (ABN 14 003 348 730) referred to in this Agreement as Reckon.

            This Agreement also covers the terms according to which we will sell you software as a re-seller.

            Membership Conditions For a Cloud Advisor.

            1. Application & Renewal
              You may apply to Reckon to become a Cloud Advisor by completing and correctly signing the application form. Reckon is under no obligation to approve an application. You warrant the truth, completeness and accuracy of all information supplied in the application and as supplied from time to time in connection with the Cloud Advisor Program.

              Please note that only Accounting practices, Bookkeeping businesses and IT consultancies may apply to become a Cloud Advisor Partner. Reckon is under no obligation to accept you as member of the Cloud Advisor Program or any subsequent renewals of your membership.

              You will ensure your employees, contractors or agents are aware of your obligations as a Cloud Advisor and comply with all relevant terms of this Agreement and that you do not allow them to do anything inconsistent or in breach of the terms of this Agreement or any other requirements of the Cloud Advisor Program.

              Once accepted as a Cloud Advisor you agree to comply with the terms of this agreement and all requirements of the Cloud Advisor Program. To maintain your membership and continue to be eligible to access the benefits of the Cloud Advisor Program you must ensure the timely renewal of your annual membership via the Reckon Partner portal.

            2. Cloud Advisor Program – Privacy Disclosure
              Under the Privacy Act (Cth) 1988 and pursuant to the Australian Privacy Principles, Reckon is obliged to inform you of the following. The information we ask you to provide as part of the application process is used: to assist us in offering you services under the Cloud Advisor Program; to communicate with you about the Cloud Advisor Program and Reckon products; as well as informing you about product upgrades and important changes to the product; and to provide you with details of training programs offered by our network of Accredited Partners (this information essentially comprises your name, your company, contact details and high level business details (if appropriate). We may also use this information to inform you about other Reckon or related products and services and it may be provided to our network of Accredited Partners who may contact you in connection with such training programs. Reckon is sensitive to its users’ need for privacy, and retains strict control over the information that it gathers from its users. If you do not provide us with all of the information that we seek as part of this registration process for your membership to the Cloud Advisor Program, this may result in Reckon not being able to effectively communicate with you.

              Under the Australian Privacy Principles, you are able to gain access to any personal information that we hold about you. If you wish to know the procedure in order to gain access to the information held about you or wish to see Reckon’s Privacy Policy Statement please refer to our website, www.reckon.com.au, or contact us on 1300 653 449.

              You agree and warrant that you will comply with the Privacy Act (Cth) 1988 and the Privacy Principles and any other relevant law in relation to your collection, use or disclosure of any information or data.

            3. Use Of Software
              You agree that, by accepting any software provided as part of the Cloud Advisor pack, the licence is granted as a privilege of the Cloud Advisor membership and the software may only be installed and used at the place of business registered by the member. 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 are installing 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. The applicant agrees to use its best endeavours and to take all reasonable steps to safeguard this software to ensure that there is no unauthorised use, copying or distribution of the software. You are also bound by the software licence agreement included in the pack as well as the terms relating to your status as a Cloud Advisor set out below in this Agreement and the application form. Any rights to use the software are entirely conditional upon you remaining a current Cloud Advisor.

            4. Adherence To Ethical Guidelines
              As a Cloud Advisor, you agree to adhere to the ethical guidelines as issued by your governing or peak body in Australia or any similar guidelines required by Reckon. In particular, you agree to adhere to any guidelines concerning the transfer of clients from one service provider (whether you are an Accountant, Bookkeeper or Consultant) to another. This may be relevant in circumstances where, for example, you have provided training in Reckon products to another service providers’ client. You will not represent to any third party that you provide services for which you do not have the relevant expertise or qualifications.

            5. Confidentiality of Cloud Advisor Membership Program Specific Services
              You agree to keep all information provided to you confidential, including but not limited to pricing information, and not share or distribute it to clients or any other person or company. In addition, you understand that the priority telephone, email and web based services for a Cloud Advisor are not to be provided to other parties, as these are made available as a preferential service to a Cloud Advisor only.

            6. Right to Terminate
              Reckon may without notice immediately terminate your appointment if you:
              1. 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;
              2. act in a unprofessional and unethical manner in your dealings and activities under or in connection with your appointment as a Cloud Advisor and do anything that would bring Reckon into disrepute or diminish the reputation or goodwill associated with the Reckon products;
              3. breach any warranty or term of this agreement;
              4. in any way breach the software licensing agreement; or Cloud Advisor – Terms and Conditions
              5. any bankruptcy proceedings, winding-up proceedings, appointment of an administrator or receiver or similar arrangements are made against you or your business or if you are unable pay debts as and when they fall due.
              6. You acknowledge that your continued membership as a Cloud Advisor is not guaranteed and that Reckon reserves the right to terminate your membership if in its discretion it is deemed necessary to do so.
              7. In all cases Reckon may terminate your membership on no less than thirty days prior written notice.

            7. General
              All products are sold or supplied on these terms and conditions.

            8. Ordering
              All orders for products must be presented on Reckon's online ordering system, or by telephone or by e-mail where approved by Reckon in writing, with a reference number if requested ("order").

            9. Delivery
              1. Products shall be delivered to the email address specified upon placement of the order as the address for delivery.
              2. All delivery times indicated to you are estimates only. Reckon shall not be liable for any late delivery, including delays caused by unavailability or security systems of networks or Reckon, you or any other party, and will not be liable for any loss or damage or injury (direct or indirect) occasioned as a consequence of any late delivery. You must specify the delivery email address on each online purchase order, or by telephone where approved by Reckon in writing.

            10. Pricing
              Reckon reserves the right to amend the pricing of products and will provide you with prior written notice, which may include e-mail, at the address specified on the application form or as last specified by you in writing, of any amendments. All amounts charged to you will include GST where appropriate. Please note that keeping address details up to date is your responsibility.

            11. Software Licensing
              The terms and conditions of the licence of the products comprising software govern yours or any end user’s use of the software in question. 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. The terms and conditions are separately contained on or within the product, or any packages containing that software. The terms and conditions for Reckon software can be viewed on the Reckon website www.reckon.com.au

            12. Use Of Trademark
              1. Reckon reserves the right to set requirements for the use of any trademarks, logos, designs, devices, and service marks (“brands”) for the purpose of promotion of affiliation. You must abide by any style guide issued from time to time by Reckon in relation to the use of the brands. Such guidelines may contain conditions of use of the brands owned or used under licence by Reckon, or a third party associated with Reckon, whether or not they are registered. You agree not to infringe any Copyright in the trademarks or products or in the form of information or services by copying, re-transmitting, or disseminating any Copyright material (except where it is expressly permitted by Reckon).
              2. You may not use the brands or other intellectual property of Reckon Limited unless agreed to in writing by us. We may withhold consent for any reason and without stating a reason.
              3. The Reckon trademarks including the Cloud Advisor membership logo may only be used in the form approved by Reckon by yourself, TOGETHER WITH YOUR COMPANY NAME, as outlined in the following points:
                • You will not use, register or attempt to register a company, business name, trade name or trade mark containing the words Reckon, the R logo, or any other Reckon trademarks, or the former name of products which were owned or sold under licence by Reckon, or which may cause confusion to the general public regarding your relationship to Reckon;
                • Your use any of Reckon trademarks and/or the Cloud Advisor logo is limited as prescribed in this agreement, provided also that all money owed to Reckon has been paid and will be paid;
                • You may only use the trademarks and the Cloud Advisor logo in the same format as supplied to you by us. You may not make any amendments or alterations to the trademarks and the Cloud Advisor logo or the file and you may not disseminate it other than as permitted in this agreement;
                • You may use the Cloud Advisor logo on stationery and marketing materials used in connection with your business and with Reckon products as approved in writing by us.
              4. When using the Cloud Advisor logo:
                • It must be clearly displayed, with nothing obscuring the image;
                • Must be accompanied by your company name; and
                • displayed without competitor information.
              5. You may not claim any relationship with Reckon other than as contained in the logo and you will at no time represent to any third party that you are acting other than as an independent contractor on your behalf or on behalf of the company that employs you.
              6. You may not use the Cloud Advisor 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.
              7. We may amend or withdraw any consent at any time and you will agree to abide by all such amendments or withdrawal of consent.

            13. Commission
              Commissions are payable to Reckon Partners for the sale of the software according to the Commission Rules as amended from time to time and which can be viewed via the Partner Portal.

            14. Liability
              1. To the fullest extent permitted by law (and except as specifically provided in these terms and conditions) all express and implied warranties and conditions under statute or general law as to merchantability, description, quality, suitability or fitness for any purpose or otherwise are expressly excluded and Reckon shall not be liable for any physical or financial injury, loss or damage or for consequential loss or damage arising out of the supply or operation of the products or arising out of Reckon’s negligence or in any other way whatsoever.
              2. Reckon’s liability for a breach of a condition or warranty which by law is incapable of exclusion is limited (but only to the extent permitted by law) at Reckon’s option to:
                • Replacement of the products or the supply of equivalent products; or
                • The cost of replacing the products or acquiring equivalent products; and
                • In the case of services – to the supplying of the services again or the payment of the costs of having the services supplied again.

            15. Indemnity
              1. You will indemnify Reckon and its affiliates against all losses, claims, suits and cases against any:
                • liability incurred by Reckon;
                • loss or damage or diminution of the reputation of Reckon; or
                • loss, penalty, fine or expense incurred by Reckon in dealing with any claim against it, including legal costs and expenses on a solicitor/own client basis, excluding consequential loss arising from a breach by you of any of the terms of this agreement or arising from any representations made by you relating to your qualifications and expertise.
              2. The right of Reckon to be indemnified under this clause is in addition to, and not exclusive of any other right, power or remedy provided by law.

            16. Waiver
              Failure or neglect by Reckon to enforce any of these terms and conditions shall not be construed as a waiver of Reckon’s rights nor affect Reckon’s rights to take any subsequent action.

            17. Assignment
              It is important to Reckon that we know who we are appointing as a Cloud Advisor. Your corporate identity is important to us and therefore no part of this agreement may be assigned by you without Reckon’s prior written approval.

            18. Severability
              If any provision in these terms and conditions is held to be invalid, unlawful or unenforceable, such provision shall be severed from these terms and conditions without affecting the validity and enforceability of the remaining terms and conditions.

            19. Entire Agreement
              1. This document supersedes and replaces any arrangements, representations, understandings or agreements made or existing between you and Reckon and constitutes the entire agreement relating to the supply of the products except as otherwise may be agreed in writing.
              2. To the best of the knowledge and information of Reckon and its representatives, all facts, information and figures contained in this application and attachments are true and accurate at the time of printing. Reckon reserves the right to make any changes in information, membership entitlements and product inclusions, as it may deem necessary, without prior notice.

            20. Governing Law
              These terms and conditions shall be construed in accordance with the laws of New South Wales.

            14/01/2016