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Jazoodle

JAZOODLE PTY LTD ABN 67 607 642 259


TERMS OF SERVICE

 

INTRODUCTION

Jazoodle improves business performance by measuring, analysing and forecasting data. Use of Jazoodle is subject to these Terms of Service.

definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

  • ABN means Australian Business Number.
  • Account means a registered account of Jazoodle, and includes an Advisor Account, Free Account and Standard Account.
  • Administrator means any User authorised to administer Jazoodle on behalf of the Customer.
  • Advisor means any User that is authorised to onboard Organisations into Jazoodle relating to the provision of professional services, designated by their holding of an Advisor Account.
  • Advisor Account means any Account used by an Advisor as set out in clause 4.
  • Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
  • Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.
  • Cloud Accounting System means any third party online accounting platform that may be connected to an Account.
  • Company means Jazoodle Pty Ltd ABN 67 607 642 259.
  • Confidential Information means any written or verbal information that:
    • A party informs the other party that it considers it confidential and/or proprietary;
    • A party would reasonably consider to be confidential in the circumstances; and
    • Is personal information within the meaning of the Privacy Act.

but does not include information that a party can establish:

  • Was in the public domain at the time it was given to that party;
  • Became part of the public domain, without that party’s involvement in any way, after being given to the party;
  • Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
  • Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
  • Cooling Off Period means the period published on the Site, or as agreed with the Customer form time-to-time, which default shall be 5 Business Days.
  • Customer means the User responsible for paying Fees for an Organisation, whether an Advisor or a User with a Standard Account.
  • Customer Data means all Financial Data and any other data input into Jazoodle by the User, but does not include derivative data (such as analytics).
  • Fee means any fee charged by the Company for using Jazoodle.
  • Financial Data means any the accounting data of an Organisation, primarily contained in a profit and loss statement, balance sheet, cashflow statement and the various balances of various accounts within those reports.
  • Free Account means the demo account made accessible by Jazoodle from time-to-time as set out in clause 5.
  • GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
  • Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
  • Jazoodle means the “Jazoodle” SaaS business analytics available at the Site.
  • Moral Rights means:
    • Moral rights pursuant to the Copyright Act 1968 (Cth);
    • Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).
  • Organisation means any entity or group of entities to which a consolidated set of Financial Data applies.
  • Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at //www.jazoodle.com/privacy.
  • Privacy Act means the Privacy Act 1989 (Cth).
  • Site means the Company’s website accessible at //www.jazoodle.com/.
  • Subscription Fee means a Fee charged by the Company for use of Jazoodle in accordance with such features and pricing described on the Site, or as otherwise agreed between the Customer and the Company.
  • Standard Account means the standard business Account as set out clause 3.
  • Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • TPS means an online third-party service provider with whom a User holds an account.
  • User means any Customer or other user authorised by the Customer that uses Jazoodle.
  • USING JAZOODLE
    • General
      • The User agrees to use Jazoodle in accordance with these Terms of Service.
      • The User may access Jazoodle as one or more of the following Account types:
        • Standard Account – clause 3;
        • Advisor Account – clause 4; and/or
        • Free Account – clause 5.
      • Jazoodle may permit or deny the User an Account with Jazoodle in its absolute discretion (although the User may generally obtain an account by registering via Jazoodle and accepting these Terms of Service).
      • To use Jazoodle, the User must have the authority and ability to:
        • Connect an Organisation’s Cloud Accounting System to Jazoodle; and/or
        • Import an Organisation’s Financial Data into Jazoodle.
      • Other than a Free Account, Jazoodle is a paid service and fees apply for each Organisation connected to Jazoodle. Fees are as published by Jazoodle from time-to-time, or as agreed in writing with the Customer.
      • Unless specified otherwise, the Subscription Fee provides for 12 month’s use of Jazoodle per Organisation.
    • Features

Jazoodle enables the User to use an Organisation’s Financial Data to:

  • Visualise Financial Data
    • To view Financial Data in a dashboard, graph or table formats
    • To export Financial Data into separate and printable reports
  • Forecast
    • To predict future business performance based on Financial Data, which may be tweaked by Users to produce varying forecasts.
  • Compare and Benchmark
    • To compare an Organisation’s overall performance with other Organisations under the same Account or industry benchmarking data where Subscribed.
  • Valuation
    • To produce indicative valuations for Organisations based on Financial Data imported into Jazoodle.
  • Standard Accounts
    • A Standard Account allows the User to connect one or more Organisations directly related to, or controlled by, the User.
    • Upon registration for a Standard Account, one or more Users shall be nominated an Administrator.
    • An Administrator may authorise (and deny) other Users (including Advisors) to access an Organisation.
    • The User acknowledges that a Subscription Fee applies for each Organisation connected to a Standard Account, and that the Subscription Fee is non-cancellable and non-refundable after the Cooling Off Period (if applicable).
  • Advisor Accounts
    • Advisors are authorised to onboard Organisations into Jazoodle (those Users are typically professional services clients of the Advisor).
    • The Advisor shall be able to view and manage all of it’s client Organisations via Jazoodle.
    • The Advisors acknowledges that:
      • A Subscription Fee applies for each Organisation connected to the Advisor Account;
      • The Subscription Fee is non-cancellable and non-refundable after the Cooling Off Period (if applicable);
      • The Advisor is liable for the Subscription Fee for each Organisation, irrespective of whether payment is received from the Organisation to the Advisor; and
      • An Administrator may cancel or limit the Advisor’s access to an Organisation.
    • The Advisor agrees and warrants that it has the full authority and consent of each Organisation that it connects to its Advisor Account and/or onboards to Jazoodle.
  • Free (Education) Accounts
    • A User may use Jazoodle without charge using the publicly available Financial Data about various companies (mostly public companies) provided from within Jazoodle.
    • The features of a Free Account may be changed or limited from time-to-time by the Company.
  • Use of Jazoodle
    • The User agrees to use Jazoodle in accordance with any instructions provided by the Company, within Jazoodle and/or on the Site.
    • The Company has no liability to the Customer for any User that, without the Customer’s authority:
      • Imports or exports any data to/from Jazoodle;
      • Shares any reports from Jazoodle;
      • Searches for any information within Jazoodle; and/or
      • Accesses any Customer Data via Jazoodle.
    • PAYING FOR JAZOODLE
      • Fees
        • The Subscription Fee for access to Jazoodle shall be as published on the Site, or as agreed with the Customer form time-to-time.
        • A Cooling Off Period applies.
        • The Subscription Fee applies for each Organisation that is connected to Jazoodle, and covers 12 month’s of access to Jazoodle for that Organisation.
        • Unless otherwise specified, the Subscription Fee may be paid by:
          • 12 equal monthly instalments; or
          • One annual payment (which may be a lower price than the aggregate of 12 monthly payments).
        • Where the Subscription Fee is paid monthly, the Customer agrees that is liable for the full Subscription Fee.
        • Unless agreed otherwise in writing, the Customer agrees to provide a credit card through Jazoodle, which will be charged monthly or annually (as elected by the Customer) in advance for the Subscription Fee.
        • The Company may vary the Subscription Fee, or introduce new fees and charges, by giving the Customer written notice. Those fees will apply from the beginning of the next subscription period (which will primarily be after each 12 month access period provided for by the Subscription Fee).
      • Cooling Off Period and Refunds.
        • The Company shall provide a Cooling Off Period.
        • The Customer may cancel their subscription with the Company during the Cooling Off Period by providing written notice to the Company.
        • Where a Customer cancels a subscription during the Cooling Off Period, it shall receive a full refund of the Subscription Fee paid within 28 days.
        • Following the Cooling Off Period, no refunds are offered on the Subscription Fee other than as required by law or as agreed at the absolute discretion of the Company.
        • The Customer agrees to pay the Company’s reasonable costs of making any refund, which may include foreign exchange fees, bank transfer fees, postage or other incidental costs associated with making the refund. The Customer agrees and acknowledges that the Company may reasonable deduct such costs from any refund.

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

For Customers in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.

  • Late Payment.
    • Where the Customer does not pay any Subscription Fees as required, the Company may suspend all User access to Jazoodle for that Account.
    • If Fees are not brought out of arrears within 7 days of becoming overdue, the Customer’s Account in Jazoodle will be automatically terminated without notice and these Terms of Service shall come to an end. For clarity, the Customer shall wholly remain liable for all unpaid Subscription Fees for the full duration of their term.
    • The User agrees that the Company shall not be responsible or liable in any way for:
      • Interruptions to the availability of Jazoodle in the event of (a);
      • Loss of any content or data in the event of (b).
    • Cloud accounting Systems and third party integrations
      • Registration & Login.
        • A User may be able to register as a User, access Jazoodle and use integrated features by connecting their Account with certain Cloud Accounting Systems (e.g, Quickbooks, Xero, MYOB etc) and other online third party services (collectively referred to in this clause as TPS).
        • As part of the functionality of Jazoodle, the User may connect their Account with a TPS by:
          • Providing their TPS login information to the Company through Jazoodle; or
          • Allowing the Company to access their TPS in accordance with its terms and conditions of service.
        • When connecting Jazoodle to a TPS, the User warrants that they are not in breach any of the TPS’ terms and conditions of service.
      • Ongoing Availability.
        • The User agrees that User features of Jazoodle may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Jazoodle.
        • The User may disconnect the connection between Jazoodle and the TPS at any time.
        • The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
      • Data from TPS.

Where a User connects their Account using a TPS, the User authorises the Company to use data from that TPS to create and update the User’s Account information within Jazoodle.

  • CUSTOMER DATA
    • The Company agrees to treat all Customer Data as Confidential Information under these Terms of Service, however the Customer agrees that the Company is not responsible for the maintaining the confidentiality of any Customer Data by Users.
    • The Company accepts no liability for the content of Customer Data.
    • Each User is responsible for the accuracy, quality and legality of any content uploaded by the User, and the User’s acquisition of it, and the Users that create, access and/or use Customer Data.
    • The Company shall not access, use, modify or otherwise deal with Customer Data except where required by compulsion of law or upon the User’s authority (such as to provide support for Jazoodle).
    • The Company may suspend accessibility to User Content that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
    • The Company may delete User Content from its systems on termination of these Terms of Service.
  • General conditions
    • Licence
      • By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive, non-transferrable and revocable licence to access and use Jazoodle for the duration of these Terms of Service, in accordance with the terms and conditions of these Terms of Service.
      • The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
      • The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in these Terms of Service by the User.
    • Modification of Terms
      • The terms of these Terms of Service may be updated by the Company from time-to-time.
      • Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Jazoodle.
    • Software-as-a-Service
      • The User agrees and accepts that Jazoodle is:
        • Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
        • Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Jazoodle is available to the User unless expressly agreed in writing.
      • As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Jazoodle.
      • The Company shall not exercise its rights under clause (b) in a manner that would fundamentally decrease the utility of Jazoodle to the User, other than in accordance with the terms of these Terms of Service.
    • Support
      • The Company shall provide the support services in the manner published on the Site and/or notified in writing to the User from time-to-time.
      • The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support
    • Use & Availability
      • The User agrees that it shall only use Jazoodle for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
      • The User is solely responsible for the security of its username and password for access to Jazoodle. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Account.
      • The User agrees that the Company shall provide access to Jazoodle to the best of its abilities, however:
        • Access to Jazoodle may be prevented by issues outside of its control; and
        • It accepts no responsibility for ongoing access to Jazoodle.
      • Privacy
        • The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other customers.
        • The Privacy Policy does not apply to how the Customer handles personal information. If necessary under the Privacy Act, it is the Customer’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
        • The Company makes no warranty as to the suitability of Jazoodle in regards to the User’s privacy obligations at law or contract, and it is the User’s responsibility to determine whether Jazoodle is appropriate for the User’s circumstances.
        • Jazoodle may use cookies (a small electronic file) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.
      • Data
        • The Company takes the security of Jazoodle and the privacy of its Users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
        • The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
        • Data that is stored by the Company shall be stored according to accepted industry standards.
        • The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.
      • Intellectual Property
        • The Company has moral, registered and unregistered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
        • Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The User warrants that it shall not infringe on any third-party rights through the use of Jazoodle.
        • The User agrees and accepts that Jazoodle is the Intellectual Property of the Company and the User further warrants that by using Jazoodle the User will not:
          • Copy Jazoodle or the services that it provides for the User’s own commercial purposes; and
          • Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Jazoodle or any documentation associated with it.
        • All content (excluding User Content) submitted to the Company, whether via Jazoodle or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Jazoodle.
      • Disclaimer of Third Party Services & Information
        • The User acknowledges that Jazoodle Is dependent on third-party services, including but not limited to:
          • Banks, credit card providers and merchant gateway providers;
          • TPS data processing services;
          • Telecommunications services (including internet service providers);
          • Hosting services;
          • Email services; and
          • Analytics services.
        • The User agrees that the Company shall not be responsible or liable in any way for:
          • Interruptions to the availability of Jazoodle due to third-party services; or
          • Information contained on any linked third party website.
        • Confidentiality
          • The Company agrees to keep all other User Content in the strictest confidence, and to the extent User Content is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
          • Each party acknowledges and agrees that:
            • the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
            • it owes an obligation of confidence to the Discloser concerning the Confidential Information;
            • it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
            • all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
            • any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
          • A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
            • any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
            • any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
            • any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.
          • The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
            • any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
            • any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
          • Liability & Indemnity
            • The User agrees that it uses Jazoodle at its own risk.
            • The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
            • The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Jazoodle, including any breach by the User of these Terms.
            • In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Jazoodle, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
            • Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
              • The re-supply of services or payment of the cost of re-supply of services; or
              • The replacement or repair of goods or payment of the cost of replacement or repair.
            • Termination
              • Either party may terminate these Terms of Service by giving the other party written notice.
              • Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.
              • Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.9, 5.10, 5.11, 5.13 and 5.14 survive termination of these Terms of Service.
            • Dispute Resolution
              • If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
                • Includes or is accompanied by full and detailed particulars of the Dispute; and
                • Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
              • Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
              • Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
              • Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
              • Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
            • Electronic Communication, Amendment & Assignment
              • The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
              • The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.
              • The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
              • A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
              • Notices must be sent to the parties’ most recent known contact details.
              • The User may not assign or otherwise create an interest in these Terms of Service.
              • The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.
            • General
              • Special Conditions. The parties may agree to any Special Conditions to these Terms of Service in writing.
              • To the extent these Terms of Service is in conflict with, or inconsistent with, the terms of any other agreement between the Company and the User, or any special conditions made under these Terms of Service, as relevant, the terms of those other agreements or special conditions shall prevail.
              • Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
              • The relationship of the parties to these Terms of Service does not form a joint venture or partnership.
              • No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
              • Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.
              • Governing Law. These Terms of Service are governed by the laws of New South Wales, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
              • Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
              • The following rules apply unless the context requires otherwise:
                • Headings are only for convenience and do not affect interpretation.
                • The singular includes the plural and the opposite also applies.
                • If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
                • A reference to a clause refers to clauses in these Terms of Service.
                • A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
                • Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
                • A reference to a party to these Terms of Service or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
                • A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
                • A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.