The following outlines our obligations to you as a service provider and your obligations as a customer in the provision and usage of eLEDGER.
These Terms do not exclude, restrict or modify:
- the application of any provision of the Australian Consumer Law (ACL) whether applied as a law of the Commonwealth, or any State or Territory within Australia
- the exercise of any right or remedy conferred by the ACL
- our liability for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or any part of these Terms
Over time eLEDGER will evolve and change, in response to various factors and we reserve the right to modify these Terms at any time, effective upon making those modified Terms available to the public on the eLEDGER website. We will make every effort to communicate these changes to you via the Website and email notifications. As they are likely to change over time, it is your responsibility to ensure that you have read and understood these Terms as they appear on the Website.
By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any entity for whom you are using the Service and are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
- Business means any organisation for which the application is made and accepted to use the Service. This would include, but is not limited to, sole traders, partnerships, companies and trusts.
- Business Day means a week day (Monday through Friday) which is not:
- a public holiday in Victoria;
- a national public holiday; or
- a day on which banks in Victoria or New South Wales are closed.
- Data means all information inputted by a User or generated by the Service.
- Fees means any fees and charges relating to the provision of the Service payable by you in accordance with the fee schedule made available to the public on the Website (which we may change after providing reasonable notice to you)
- Loss or Claim means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses (including loss of information, Data, profits and savings)
- Personal Information means that term as defined in the Privacy Act. Basically, this is information about an identifiable individual.
- Privacy Act means the Privacy Act 1988 (Cwlth).
- Partner User means a person who provides bookkeeping, accounting or similar services to you, and who you have authorised to register as a User.
- Service means the online accounting and productivity management services (as may be changed and updated over time by us) made available via the Website known as eLEDGER and all computing systems and networks we maintain in the provision of these services.
- Statement means a Statement of Account which contains details of Fees which are due, any payments which have previously been made against those fees and the date on which payment for those Fees are due.
- Third Party Provider means any other entity we have contracted with to help us provide the Service.
- User means a person authorised by you to use the Service, including a Partner User.
- User Account means the collection of Data, including username and password, pertaining to a particular User.
- Website means the Internet site at the domain eledger.com.au and any other site provided by us for the provision of the Service.
- you and your means the Business, including each User.
- we, us and our means MEHMETECH Pty Ltd ACN 165 862 055
2) User Obligations and Responsibilities
2.1) Payment of Fees
- A Statement for all Fees due to us in relation to your usage of the Service will be issued each month, 14 (fourteen) days in advance of the due date. All Fees will be due on the first day of the month, in advance for that month of usage.
- Your first payment will be pro-rated according to the end of your trial period, for the appropriate number of days until the end of that month.
- You will continue to receive Statements every month until this Agreement is terminated in accordance with section 8 (eight).
- All Statements will be sent to you by email, according to contact details provided by you when you register to use the service. You must arrange payment of all amounts specified in any Statement by the due date.
- You are responsible for payment of all taxes and duties in addition to your Fees. If we have paid them, they must be reimbursed by you upon request by us.
2.2) Your username and password
- It is important to take all reasonable precautions to ensure your username and password are not misused, and remain secure and confidential. You agree to be liable if your login details are used by an unauthorised person, as a condition of these Terms.
- You must take all actions that we reasonably deem necessary to maintain or enhance the security of the Service. In particular, you must be extra careful when accessing the Service from public computers.
- You must not tell anyone - including us - your password and you must not let anyone else, whether acting as your agent or not, access the Service using your login details.
- You must immediately notify us of any unauthorised use of your User Account or any other breach of security you become aware of so that we can reset your password and inform you of any further steps required to restore the Service and/or your Data.
2.3) Intellectual Property
- You have a non-exclusive and non-transferable licence to use the Service in any way that we authorise, until this Agreement is terminated in accordance with section 8 (eight).
- Except where specifically set out in this Agreement, these Terms do not give you any intellectual property or other rights in any of our software, documents, templates, marketing material, trademarks, business names, logos, trading styles, merchandise, processes, methodologies or other intellectual property.
- You (including your staff, agents or contractors) must not otherwise use, reproduce or modify any of these intellectual property rights.
- You agree that any intellectual property rights in any systems, processes or methodologies developed by you which derive from your use of the Service become our intellectual property, as a condition of these Terms.
2.4) Other obligations and responsibilities
- You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice or instructions communicated by us.
- You may use the Service on behalf of others in order to provide services to them but you must ensure you are authorised to do so and that all persons for whom services are provided comply with and accept all Terms that apply to you.
- You may authorise a Partner User to have access to your Data (not including your password) which will allow them to view and modify your Data. Their use of the Service is subject to this Agreement and they are expected to accept and comply with these Terms. You are responsible for their use of the Service. You can revoke authority and stop access by removing them from your User list within the Service or by contacting us directly.
- As a condition of these Terms, you must:
- not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or interfere with the operation of the Service or Website;
- not attempt to undermine the security or integrity of the Service or any User Account, including all Data, regardless which User that Data pertains to;
- not attempt to gain unauthorised access to any materials or Data, other than those to which you have been given express permission to access, or to any computer system or network on which the Service is hosted;
- not transmit, or input into the website any files or Data that may damage or impair any computing devices or software, any files or Data in violation of any law in Australia and other countries (including Data or other material protected by copyright or trade secrets which you do not have the right to use), or any content which may be considered offensive;
- not modify, copy, adapt, reproduce, reverse-engineer or otherwise attempt to discover source code, formulae or processes used to deliver the Service or operate the Website, except as is strictly necessary to use them for normal operation;
- not copy, reproduce, alter, modify, create derivative works, or publicly display any part of any content on the Website, except where we have given you permission;
- do all things we consider appropriate to enable us to fulfil our obligations to Third Parties in relation to provision of the Service; and
- authorise us to provide a Third Party Provider with sufficient authority, consent or instruction in respect of the Service, to enable us to provide the Service to you.
- You must let us know of any changes to your details which you have provided to us in relation to the Service and provide any proof of the change we may require.
3) Privacy and Confidentiality
- If you provide any Personal Information about third party individuals to us, you must take reasonable steps to ensure that those individuals are aware of how our provision of the Service to you may impact their privacy.
- Each party will maintain and respect the confidentiality of all Confidential Information of the other party obtained in connection with these Terms, except where the relevant party has prior written consent or is obliged to do so by law. Neither party will disclose or make available to any person any Confidential Information, or use the same for its own benefit, other than as set out in this Agreement.
- This does not apply to any information which:
- is independently developed without access to the Confidential Information;
- is received from a third party who lawfully acquired it and is under no obligation restricting its disclosure;
- is in the posession of the receiving party without restriction in relation to disclosure at the time of receipt from the disclosing party; or
- is or becomes public knowledge by means which do not represent a breach of this Agreement.
- Each party's obligations under this clause will survive termination of these Terms.
4) Provision of the Service
4.1) Service Availability
- Provision of the Service could be disrupted due to the failure of systems used by us or by Third Party Providers. The Service may also be unavailable for short periods because of updates or necessary maintenance to our systems. We will try to communicate such disruptions beforehand, whenever possible.
- In the case of technical problems you must take all reasonable steps to investigate and diagnose problems before contacting us. If our assistance is required, please check the online support provided on the Website or failing that contact us by email at support@ eledger. com. au for further assitance.
- Subject to the terms set out in section 5 (five), we will not be held responsilble or liable to you or the Business for any Loss or Claim arising from the Service or any part of it being disrupted, delayed or unavailable.
4.2) Partner Users
- Where a User is a Partner User authorised by you to use the Service on your behalf:
- you will determine what level of access that Partner User will have to your organisation's Data at all times;
- you may alter or revoke that level of access, at any time and for any reason, at which point that Partner User shall have that different level of access or cease to be authorised to use the service on your behalf, as the case may be;
- you are responsible for all that Partner User's use of the service; and
- if there is any dispute between you and that Partner User regarding access to your organisation's Data, you shall decide what level of access, if any, that Partner User will have to your organisation's Data.
5.1) Authority and consumer guarantees
- You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service, you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
- You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a Business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
5.2) No warranties
- eLEDGER is a generic service and its capabilities are likely to change over time, meaning the Service may not be, or may not remain, suitable for your needs. You must assess the ongoing suitability of the Service for you and your Business. We are not aware of your particular business needs and cannot provide any specific recommendations regarding your use of the Service.
- We provide no warranty about the Service and, without limiting the foregoing, do not warrant that the Service will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
5.3) Liability and Indemnity
- Subject to section 1 (one) and to the maximum extent permitted by law:
- you indemnify us, our staff and Third Party Providers (Indemnified Parties) against any Loss or Claim suffered or incurred by the Indemnified Parties or any of them arising from your action including negligence, misrepresentation, fraud, breach of law or breach of this Agreement. You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your username or a password; and
- we exclude all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for:
- the actions or inaction of Third Party Providers or other persons (including those which may be negligent or unauthorised) relating to the Service;
- any Loss or Claim resulting, directly or indirectly, from any use of, or reliance on, the Service or Website;
- any Loss or Claim arising from a failure by you or the Business to maintain archive records of your Data; or
- any Loss or Claim arising from a failure by us to comply with these Terms for any cause which could not reasonably be controlled or prevented by us.
- If you suffer any loss (including loss of information, Data, profits and savings) or damage as a result of negligence or failure to comply with these Terms, any claim by you against us arising from our negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Fees paid by you in the previous 6 (six) months.
- If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with section 8 (eight).
You acknowledge that:
- You are authorised to use the Service and the Website and to access the Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own or that of anyone else).
- We have no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- you are responsible for ensuring that you have the right to do so;
- you are responsible for authorising any person who is given access to that Data and that we have no obligation to provide any person access to the Data without such authorisation and may refer any requests for information to you to address; and
- you will indemnify us against any Loss or Claim relating to:
- our refusal to provide any person access to your Data in accordance with these Terms; and
- our making your Data available to any person with your authorisation.
- The provision of, access to, and use of, the Service is on an "as is" basis and entirely at your own risk.
- All communications between you and us in relation to the Service will be by email or by us posting a notification on the Website, unless another method is agreed to by the addressee.
- We are not your accountant and use of the Service does not constitute the receipt of accounting advice. If you have any accounting questions, please seek the advice of an accountant.
- It is your sole responsibility to determine that the Service meets the needs of your Business and is suitable for the purposes for which it is being used.
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your sole responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
- These Terms are governed by the laws of Victoria and the courts of Victoria have jurisdiction over the parties to the Terms (being you and us).
6.1) Complete agreement
- The Terms and the documents incorporated by reference, including your application, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the whole of the agreement between us and you in relation to eLEDGER. Any representations or warranties made by our staff before you are accepted for participation in the Service are not effective unless expressly set out in these Terms. Any waiver of our rights or powers under these Terms may only be given in writing signed by our authorised officer.
6.2) No waiver
- If we do not insist upon strict performance of any part or provision of these Terms, that waiver will not be deemed to be a waiver of a subsequent breach or default of these Terms.
- You cannot assign or otherwise transfer the benefit of the Agreement between us and you without our prior written consent. We can assign or otherwise transfer the benefit of the Agreement between us and you.
- If any part or provision of these Terms are void, unenforceable or illegal in a jurisdiction, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision in that jurisdiction. The remainder of the Terms continue in operation in that jurisdiction unless this would alter the basic agreement between you and us, in which case we can terminate your use of the Service at our election.
7.1) Notifications and Communications
- Any notice or other communication to or by a party by email is regarded as being given by the sender and received by the addressee when a delivery confirmation report is received by the sender which records the time that the email was delivered to the addressee's email address (unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee).
- If the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee's time) it is regarded as received at 9.00am on the following Business Day.
- We may provide a notice or other communication to you by a posting to the Website. That notice or other communication is regarded as being given by us and received by you at the time when the posting is made to the Website. We recommend that you bookmark and regularly check the Website for notices or other communications.
8.1) Trial policy
- When you first sign up for access to eLEDGER you can evaluate the Service under the defined trial usage conditions, with no obligation to continue to use the Service. At the end of this period, you have the option of subscribing to the Service for a fee. If you choose to continue using the Service thereafter, you will be billed on a monthly basis on the first day of the month, in advance for that month of usage. Your first payment will be pro-rated according to the end of your trial period, for the appropriate number of days until the end of that month.
- If you do not subscribe, your access to the Service will be restricted for a period of 30 (thirty) days. After this time, you will no longer be able to sign in to the Service or access your Data. If you do not subscribe, we strongly recommend that you extract your Data for archive purposes.
8.2) No-fault termination
- These Terms will continue for the period covered by the Fees paid or payable under section 2.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Fees when due, unless either party terminates these Terms by giving notice to the other party at least 20 (twenty) days before the end of the relevant payment period. If you terminate these Terms your participation in the Service will cease on the effective date of termination. However, during the notice period you are still liable for any Fees in relation to your use of the Service up to the effective date of termination. Please refer to section 8.5 for important information about what happens on the effective date of termination.
8.3) Termination without prior notice
In certain circumstances we can terminate your use of the Service without prior notice. We will notify you of your suspension or termination as soon as possible. Those circumstances are:
- A breach:
- You breach any of these Terms (including, without limitation, by non-payment of any Fees) and do not remedy the breach within 5 Business Days after receiving notice of the breach.
- A threat to us:
- We believe this is necessary to either protect the security, integrity or reputation of us or the Service, or to otherwise protect our interests.
- A change in law or regulation or the actions of a regulator or a change to any arrangement with a Third Party Provider renders the ongoing operation of the Service or Website substantially non-functional or unworkable.
- We believe this is necessary to either protect the security, integrity or reputation of us or the Service, or to otherwise protect our interests.
- Concerns about your Business:
- We receive notification of a dispute from one or more of the directors or principals of your Business.
- You or your Business become insolvent or your Business goes into liquidation or has a receiver or manager appointed of any of its assets or you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, or in our opinion, it is reasonably likely you will do so.
- There is a change in who owns or controls your Business.
- We will make reasonable attempts to notify you in writing (which includes by email) of termination.
- We can reinstate a termination in our absolute discretion by written notice to you and this takes effect on receipt or any later time specified in the notice, subject to you meeting any conditions set out in the notice.
- If you become aware that a circumstance which would permit us to terminate your participation or use under section 8.3 has arisen or may arise, you must advise us in writing as soon as possible.
8.5) Effective date of termination
- You will have 30 (thirty) days from the effective date of termination to extract your Data from the Service, after which time you and other Users (including your Partner User) will have no further access to your Data, which may be deleted from our servers. We strongly recommend that you extract your Data for archive purposes.
- Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the effective date of termination. Any limitations on liability which you have given under these Terms continue after termination in relation to your use of the Service.