Software Licence AgreementMy Terms and Conditions
1. Parties to Licence
- In this licence, Calxa Australia Pty Ltd (ACN 140 679 849) together with its officers, employees and agents is referred to as “we” (or derivations thereof).
- Calxa Pty Ltd (ACN 133 831 026) together with its officers, employees and agents is referred to as “Application Owner”.
- The party authorised to use all or any part of the Application is referred to as “you” (or derivations thereof).
- This licence governs the use of any of the software products (such as Calxa Express, Calxa Premier and The Invisible Accountant) of the Application Owner, both desktop executables and website services, which, together with all associated documentation, additional modules and future modified versions are collectively and separately referred to in this licence as the “Application”.
- References to “our website” refer to calxa.com, theinvisibleaccountant.com and their sub-domains.
2. Date of effect:
- 15 April 2018
- The most recent changes from the 15 July 2017 edition are amendments to ensure compliance with the European General Data Protection Regulation (GDPR).
3. Evaluation provisions
- The Application is not free and is subject to copyright.
- If you have obtained an evaluation copy of the Application, you are authorised to use it solely for evaluation purposes for a maximum period of 30 days or such other period as we may specify on our website or otherwise communicate to you (the “evaluation period”).
- The Application is protected against use after the expiration of the evaluation period and you must not attempt to circumvent the protection. You may make additional evaluation copies of the Application and distribute evaluation copies of the Application to others, providing that each copy is an exact copy. You must ensure that the terms of this Licence are drawn to the attention of any recipient of an evaluation copy of the Application.
- You must neither seek nor accept any fee or other benefit in connection with your distribution of evaluation copies of the Application.
4. Licence to use Application
- Your use of the Application or your installation of the Application on any of your computers signifies your acceptance of the terms of this Licence. Your right to continue to use the Application is subject to your full compliance with all the provisions of this Licence and your payment of the subscription on or before each due date for payment.
- If your subscription is to The Invisible Accountant, and you fail to renew your licence by payment of applicable fees prior to the expiry of the current subscription period, then you will no longer be able to use the Application
- If your subscription is to Calxa Express or Calxa Premier, and you fail to renew your licence by payment of applicable fees prior to the expiry of the current subscription period, then you will no longer be able to use the Application for general purposes and the Application will only permit use for viewing and exporting data which was entered prior to the expiry of the subscription period.
- The Application includes protection mechanisms to prevent use of the Application after the evaluation period or after the expiration of a subscription period. Your right to use any part of the Application after the expiration of the evaluation period or after the expiration of a subscription period is subject to your payment of all applicable fees and your registration as a user.
- We grant to you a personal and non-exclusive license to use those parts of the Application for which you have paid all applicable fees during the period covered by those fees.
- Only you and your employees may use the Application except that
- If your subscription is to Calxa Express or Calxa Premier, you may invite an Advisor to assist you with your use of the Application. This Advisor will not count towards the number of users you are allowed under your licence.
- You may give reasonable temporary access to any other person to assist you with operation of the Application, provided you have sufficient licensed users available. We expect that in most cases this access would be reasonable if it was for one month or less.
- If you have chosen the Calxa Online Workspace option, there is no limit to the number of computers on which you can install the Application for the purposes of accessing that Workspace or Workspaces.
- If you have chosen the Local or Network Workspace option, you may only install and activate the Application on the number of computers for which you have licensed users. On a Remote Desktop/Terminal Server type service, you may only activate the Application for the number of users licensed.
- If the licence you have acquired is a Demonstration Licence you may only use it for learning how to use the Application or to demonstrate it to a prospective client. If you have acquired an Educational Licence, it may only be used for learning and only while you are enrolled in a course at an educational institution.
- Each licence entitles you to create up to 100 organisations where the data is stored in a local or network workspace (each connected to a single accounting data source) or such other number of data files as we may specify as the maximum on our website or communicate to you from time to time (the “organisation maximum”).
- Where the data is stored in the Calxa Online workspace, each licence entitles you to create a limited number of organisations (each connected to a single accounting data source), depending on the type of licence you have purchased. This number will be made clear in your subscription invoice.
- Your licence includes the right to use the initial version of the Application which you obtain and to use any subsequent upgrades or new releases of that Application which we elect to make available to users at no additional charge, providing any such upgrade or new release is made available during a period covered by your payment of subscriptions. We will use our best endeavours to help you if you experience difficulties in the installation or operation of the Application.
- This Licence only grants a right to use the Application and no title passes to you with respect to the Application, the media it is delivered on or otherwise. You must not sell, transfer, assign, sublicense or otherwise deal with any of the rights granted under this Licence. You must not (a) reverse assemble, reverse compile or decode the Application or attempt to ascertain the source code by any means; (b) remove, change or bypass any copyright or Application protection statements embedded in the Application.
- You agree (a) the Application is a valuable asset of the Application Owner and is supplied to you on a restricted and confidential basis; (b) the Application will be kept secret and confidential by you at all times unless specifically authorised by us; (c) all copyright in the Application is retained and title to the copy of the Application which is delivered to you and to any copies, reproductions, adaptations, enhancements or translations made of the Application and interfaces with the Application is also retained by the Application Owner and to the extent necessary you hereby assign intellectual property rights in same to the Application Owner; (d) to reproduce and include the copyright notice and any other legend specified by us on any copies of the Application you make; (e) at all times to take reasonable steps to protect the Application from unauthorised access and use; (f) to give us notice of any infringement of copyright or any of our rights which comes to your attention; and (g) before disposing of any media, to ensure any of the Application contained on it has been erased or destroyed.
- You acknowledge that you have no entitlement to any upgrades or enhancements of the Application. Without being under any obligation to do so, from time to time we may make upgrades and enhancements available to you.
5. Retention of data in Calxa Online
- Data is stored on Microsoft Azure servers in Australia with backup copies stored in other locations.
- If you have stored your data in a Calxa Online workspace, we will retain that data for the following periods following the termination of your licence, whether that termination has been initiated by you or us:
- For a subscription to The Invisible Accountant, we will retain your data for a period of not less than 30 days,
- For an expired Trial subscription, we will retain your data for a period of not less than 12 months;
- For an expired paid subscription to Calxa Express or Calxa Premier, we will retain your data for a period of not less than 2 years.
- You will have the opportunity to transfer your Organisation data to a local workspace on termination of your subscription.
- We will endeavour to contact you at your last known email address at least one month prior to deleting your data.
6. Availability of Calxa Online service
- You are responsible for obtaining and maintaining internet access to allow you to use the Application. This includes but is not limited to internet or ‘browser’ Application versions that are compatible with the Application. We are not responsible for notifying you of any upgrades, fixes or enhancements to any such Application, or for any Loss or Claim arising from a compromise of data transmitted using networks or facilities which are not owned or operated by us.
- The Application could be disrupted if systems failure occurs due to technology used by either us or Third Parties involved in providing the Application. We will document any such failure as soon as practicable at status.calxa.com.
- The Application may also be unavailable for short periods because of necessary or desirable system maintenance or upgrades. If this is needed, we will try to inform you beforehand and will also post a notification at status.calxa.com.
- Subject to the terms of section 13 below, we are not responsible or liable to you or the Business for any Loss or Claim arising from the Application or any part of it being delayed, disrupted or unavailable.
7. Users and passwords
- We grant you the right to access and use the Application with the particular privileges corresponding to your subscription.
- It is your responsibility to ensure you use strong passwords and follow sensible precautions to ensure that those passwords do not become known to anyone else.
- We do not store any user passwords within our systems.
- You determine who is an Invited User, subject to the terms of section 4 above, and what level of user role access to the relevant Workspace that Invited User has and you can revoke that access at any time.
- You are responsible for all Invited Users’ use of the Application;
- if there is any dispute between you and an Invited User regarding access to any Workspace, you will decide what level of access that Invited User shall have, if any.
8. Fair Use
- Because all users of the online components of the Application operate in a shared environment, it is possible that excessive use by some users could adversely impact on the performance of the system for other users.
- If we believe your use of the service, particularly the use of long-running automated workflows, is degrading the performance of the system for other users, we reserve the right to take corrective action including, but not limited to, limiting the number or type of workflows you may run, temporarily suspending or – when no other options are available – terminating your subscription.
10. PCI Compliance: Storage of Payment Details
- We do not store payment details anywhere in our system. Credit card details are managed by eWay and Direct Debit details by EziDebit.
- The Application is licensed on a subscription basis and you authorise us to process payments from your nominated account each month or year as you have selected.
- You may cancel your subscription at any time (See 12 below) by selecting the cancellation option within the online Application
11. Data breaches
- There has never been any breach of security of our systems or loss of customer data.
- We will notify any affected customers as soon as is practical if we do ever discover a breach.
- If a breach involves personal information that is likely to result in serious harm, we have committed to notifying the Australian Information Commissioner of such a breach as soon as practical.
- Any serious breach affecting customers or your data will be notified at status.calxa.com.
12. Cancellation and Termination of Licence
- You may terminate this Licence at any time. If you have purchased the Licence directly from us, we will refund your purchase price if you cancel within 7 days of purchase. After that time, no refund or credit is given on termination of the Licence, unless required by law.
- The termination of this Licence will be without prejudice to any rights which we or the Application Owner may have. Upon termination of this Licence by us for whatever cause, we are discharged and released from all obligations under this Licence. Your obligations specified in this Licence will survive the termination of this Licence and you must continue to comply with those obligations notwithstanding the termination.
13. Exclusion of warranties and liability
- This licence agreement does not exclude, restrict or modify the application of any provision of the Australian Consumer Law (“ACL”); the exercise of any right or remedy conferred by the ACL; or our liability for a failure to comply with applicable consumer guarantees where to do so would contravene the ACL or cause any part of these provisions to be void.
- If circumstances arise where you are entitled to claim damages from us (or the Application Owner or any other party involved in the development or supply of the Application) notwithstanding the other provisions of this Licence, our liability (and the liability of the Application Owner and any other party involved in the development or supply of the Application) to you for the aggregate of all such claims (regardless of the basis on which you are entitled to claim from us including, without limitation, negligence) is, to the extent permitted by ACL or other applicable law, limited to the lesser of (a) the amount of any actual loss or damage which you sustain; (b) the amount of the license fees paid by you with respect to the relevant part of the Application; and (c) our cost of replacing or repairing any defective Application.
- We and the Application Owner are not liable for losses or damages of third parties claimed against you howsoever arising. In no event will we or the Application Owner be liable for lost profits, lost savings, damage to or destruction of data or any incidental or consequential damages even if we or the Application Owner have been advised of the possibility of such damages.
14. Additional Terms
- Due to the on-going nature of these provisions, we reserve the right to change these terms at any time. We will make every effort to communicate these changes either by email or by updating this document on our websites at https://www.calxa.com/software-licence-agreement or https://theinvisibleaccountant.com/terms. It is your obligation to ensure you have read, understood and agreed to the most recent terms on the Website.
- If any provision of this Licence is found to be invalid, unenforceable or illegal, then that provision will be deemed to be deleted to the extent necessary to remove the invalid, unenforceable or illegal portion and the balance of this Licence will remain binding.
- You agree that this is the complete and exclusive statement of the agreement between you and us and that it supersedes all proposals or prior agreements, oral or written, and all other communications between all parties relating to the subject matter of this Licence.
- This Licence is made in accordance with, and is subject to, the laws of Queensland and you irrevocably agree that all disputes are subject to and must be submitted to the jurisdiction of the Courts of Queensland.