1.              Definitions

In these In-Product Terms:

GreatSoft means the bundle of features, functionality and services (including the source code, object code, interface design, database structures, documentation, training material, procedures and processes) that form part of GreatSoft which we make available to you from time to time;

MSA means the Master Services Agreement made available at https://www.myob.com/au/support/customer-service/myob-legal-notices;

Related People means any employees, officers or agents of a Related Entity; and

Other Application means any Third Party software application that is provided by you or a third party and which interoperates with GreatSoft.

2.              User Access

2.1            Licence Management

(a)             License Fees are calculated based on Users count. MYOB reserves the right to conduct an audit on the number of your Users each quarter from the Commencement Date.

(b)             As soon as you are aware that there is an increase by more than 10% of your Users, you must notify MYOB in writing.

(c)             In the event of an increase on the number of your Users a result of a merger or acquisition of another business, you must notify MYOB in writing at least five (5) Business Days before the increase is required and shall pay an additional Users fee in respect of such increment from the date such increase is effective.

2.2            User Access Rights

(a)             You can authorise other people including your Related People to have access to GreatSoft as Users, subject to the quantity and type of licences that you have subscribed to.

(b)             Depending on the access rights you grant, each User may be able to view and modify your data. You are responsible for their use of GreatSoft in compliance with the MSA.

2.3            User Responsibilities

No interference with GreatSoft – you will not:

(a)             use GreatSoft to gain unauthorised access to any service, data, account or network by any means;

(b)             falsify any protocol or email header information (e.g. spoofing);

(c)             use GreatSoft to send “spam”;

(d)             use GreatSoft to make available any offering designed to violate this Agreement; or

(e)             remove, modify, tamper with any regulatory or legal notice or link that is incorporated into GreatSoft.

3.              Support Services

(a)             MYOB will only provide Support Services during advertised support hours.

(b)             MYOB may provide support either by giving advice to you by telephone, email, online discussion, correcting errors online from a remote location, attending your site and giving advice, or supplying programming or re-configuration services, as MYOB consider necessary.

(c)             Except to the extent your chosen Support Services option expressly (and in writing) entitles you to specified onsite or other support without additional charge, you must pay our additional Fees for supplying any such onsite or other Support Services.

4.              Other Applications

(a)             MYOB may offer applications or services developed by third parties to be used in conjunction with GreatSoft.

(b)             MYOB makes no warranties in relation to any such Other Application, regardless of whether that Other Application is provided by MYOB or is otherwise recommended by us.

(c)             Unless otherwise required by law, MYOB is not responsible for any Other Application that you may obtain or connect to GreatSoft. If you install or enable an Other Application for use with GreatSoft, you consent to us allowing the Other Application to access your data as required to enable GreatSoft and the Other Application to operate together. Any exchange of data or other interaction between you and a third party provider is solely between you and them. MYOB is not responsible or liable for any disclosure, modification or deletion of your data as a result of any access to GreatSoft by a Third Party provider of an Other Application.

5.              Your Data

(a)             If you install or enable an Other Application for use with GreatSoft, you consent to us allowing the Other Application to access your data as required to enable GreatSoft and the Other Application to operate together. Any exchange of data or other interaction between you and a third party provider is solely between you and them. MYOB are not responsible or liable for any disclosure, modification or deletion of your data as a result of any access to GreatSoft by a third party provider of an Other Application.

(b)             Notwithstanding the MSA or MYOB’s Privacy Policy, MYOB may:

(i)              collect usage information in relation to GreatSoft for operational purposes and to assist with making improvements to future versions of GreatSoft and other products and services. This may involve aggregating data relating to the use of GreatSoft by you and your Related Entities. Aggregated data is data that does not contain any information specific to a particular individual or business. Aggregated data does not include Personal Information or confidential information; and

(ii)             access your GreatSoft Configuration for the purpose of delivering, maintaining and updating the service.

6.              Warranties

(a)             Notwithstanding the MSA, MYOB does not warrant that GreatSoft is bug or error free.

(b)             GreatSoft will not operate in compliance with legislation in jurisdictions other than Australia and New Zealand.

(c)             If during the 90 day limited warranty period, you discover that GreatSoft does not perform substantially in keeping with its documentation or you discover material defects in GreatSoft, then your sole remedy under the 90 day limited warranty shall be, at MYOB’s option and sole discretion, either:

(i)              a refund of the price paid to us for your GreatSoft subscription; or

(ii)             repair or replacement of the part of GreatSoft that does not meet the warranty.

7.              Suspension

MYOB can suspend User access at its sole discretion without prior notice in certain situations if necessary. If MYOB cannot notify you beforehand, MYOB will do so as soon as possible thereafter. The situations are as follows:

(a)             Ongoing operation of GreatSoft – If in MYOB’s opinion:

(i)              the ongoing operation of GreatSoft is rendered substantially unworkable or non- functional;

(ii)             the actions of a regulator or a change in law or regulation makes ongoing operation of GreatSoft substantially unworkable or non- functional; or

(iii)            it is necessary to protect the security, integrity, operations or reputation of GreatSoft, or any GreatSoft function, service or facility, or otherwise protect MYOB’s interests.

(b)             There is a material change to your Business which in MYOB’s opinion may affect the performance of this Agreement – specifically if:

(i)              MYOB receive notification of a dispute from one or more directors or principals of your Business; or

(ii)             you go into liquidation, administration, insolvency, bankruptcy, or such similar arrangement with creditors, or in MYOB’s opinion, it is reasonably likely you will do so; or

(iii)            there is a change in who owns or controls your Business.

8.              Notification

(a)             MYOB will notify you in writing (which includes by email) of any suspension under section 7.

(b)             MYOB can reinstate your access to GreatSoft in our absolute discretion by written notice to you. This may be subject to you meeting any conditions set out in the notice.

(c)             If you become aware that a circumstance which would permit MYOB to suspend your access or use under section 7, you must advise MYOB in writing as soon as possible.