June 2018

1. About these Terms

These terms and conditions (Terms) govern your use of MYOB Practice.  By using MYOB Practice you acknowledge that you have read and understood these Terms and have the authority to act on behalf of the Business.  You are deemed to have agreed to these Terms on behalf of the Business.

Relationship between these Terms and your Product Terms

These Terms operate in addition to our Product Terms.  Please refer to your applicable Product Terms for the following details in relation to your use of your MYOB Product, including:

• payment of Fees;
• termination;
• liabilities, warranties and indemnities;
• any other terms and conditions which govern your use of your MYOB Product that are not covered by these Terms.

If there is a conflict between the Product Terms (as applicable) and these Terms, the Product Terms take precedence.

Relationship between these Terms and your Partner Program Terms

These Terms also operate in addition to our Partner Program Terms. 

If you are a member of the MYOB Partner Program (Partner Program); MYOB Connected Accounting Program (CAP); MYOB Bookkeeper Program (BKP); MYOB Certified Consultant Program, please refer to your Partner Program Terms for details in relation to your participation in those programs, including:

• payment of Fees;
• termination;
• liabilities, warranties and indemnities;
• any other terms and conditions which govern your participation in the Partner Program that are not covered by these Terms.

If there is a conflict between the Partner Program Terms (as applicable) and these Terms, the Partner Program Terms take precedence.

Definitions

Some words in these Terms have particular meanings:

Business means the business that is using MYOB Practice.  This would include, but is not limited to, sole traders, partnerships, companies and trusts.

Client means a person or entity that has engaged you to perform accounting or bookkeeping services, and whose data you may input into an MYOB Product. You may authorise a Client to access their data from within the MYOB Product.  A Client may include, but is not limited to, individuals and sole traders, partnerships, companies and trusts.

Fees means the fees and charges relating to the provision of the MYOB Product and/or the Partner Program (as applicable).

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.

MYOB Advisor means the advisory tool known as “MYOB Advisor” and made available by us within MYOB Practice.

MYOB Practice means the online services, facilities or functionality that form part of the MYOB Practice tool including the clients, accounting, document, practice manager, tasks, tax and advisory elements and any other components that we make available within the MYOB Practice tool from time to time.

MYOB Product means a product or subscription made available by us and used by you, subject to the terms of the Product Terms.  MYOB Product might include, for example, MYOB Essentials, MYOB Account Right Live, Accountants Office Live and MYOB Accountants Enterprise Live; or any other MYOB product with which the MYOB Practice solution is integrated.

Partner Program means the MYOB Partner Program (Partner Program); MYOB Connected Accounting Program (CAP); MYOB Bookkeeper Program (BKP); MYOB Certified Consultant Program.

Partner Program Terms means the terms and conditions governing the Partner Program.

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 (Cth) (Australia) or the Privacy Act 1993 (New Zealand), as updated, amended or replaced from time to time (as applicable).

Product Terms means the general terms of use that apply to your MYOB Product, including (as applicable) the MYOB Essentials Terms of Use, MYOB AccountRight Terms of Use, Sales and Services Agreement (Australia), and Sales and Services Agreement (New Zealand).

Tax Laws means the Taxation Administration Act 1953 (Cth) (Australia) or the Tax Administration Act 1994 (New Zealand), as updated, amended or replaced from time to time, together with any binding regulation, ruling or direction issued by the ATO or Inland Revenue (as applicable) from time to time.

Third Party means any person we have contracted with to help us provide MYOB Practice. This includes all service providers engaged by us for the delivery, maintenance and administration of MYOB Practice, including government tax agencies whom we partner with to file tax information on your behalf.

User means a person authorised to use your applicable MYOB Product and/or MYOB Practice.

We, us and our means MYOB Australia Pty Ltd ACN 086 760 198 (if you accept these Terms in Australia) and MYOB NZ Limited, Company Number 902338 (if you accept these Terms in New Zealand).

you means the Business, including each User.

2. General Terms

    2.1 Services

We agree to supply, and you agree to use, MYOB Practice on the terms and conditions set out in these Terms.

    
    2.2 Protecting your username and password

a.  Unless you take adequate security precautions, it could be possible for an unauthorised person to gain access to your MYOB Practice service. You should reduce this risk by taking appropriate steps to protect your access codes, such as your username and password for MYOB Practice, as well as any applicable Products or Partner Program resources.
        
b.  In particular you must not:
    1.  tell anyone your password, including any member of your family; or
    2.  let anyone else, whether acting as your agent or not, access MYOB Practice using your username and password.
        
c.  If you think anyone else might know your password you should reset your password from within my.MYOB, or contact us as soon as possible to arrange a new password.
        
d.  You agree to be liable if your login details are used by an unauthorised person.

    
    2.3 Other responsibilities you have as a User

a.  Client Personal Information - you must not enter any data into MYOB Practice which contains Personal Information of any other person, without that person's express or implied consent. See section 10 for more information on how we use and protect the Personal Information of you and your Clients.
        
b. Cooperation and limited authority in relation to Third Parties - You:
    1.  must do all things we consider reasonable and appropriate to enable us to fulfil our obligations to Third Parties in relation to MYOB Practice; and
    2.  authorise us to give a Third Party or other person any authority, consent or instruction in respect of MYOB Practice, as reasonably required to enable us to provide MYOB Practice to you.
        
c.  Compliance with Tax Laws - we are not liable for any failure by you or your Clients to meet retention obligations under the Tax Laws, in relation to any data that you input into MYOB Practice. If you decide to terminate MYOB Practice we strongly advise you to extract your data from MYOB Practice prior to termination. For specific advice regarding your or your Clients' compliance obligations under the Tax Laws, please consult the ATO or Inland Revenue as appropriate.
        
d.  Giving access to other users:
    1.  you can authorise other people to have access to MYOB Practice as Users. This includes allowing your Clients to access information relating to them.
    2.  subject to the access rights you grant, authorised Users will be able to view and modify the data in MYOB Practice. Their use of MYOB Practice is subject to these Terms, so we suggest that you provide them with a copy. You are responsible for their use of MYOB Practice. You can stop their access by removing them from your User list within MYOB Practice or by contacting us.
    3.  support for MYOB Practice will be provided to you as the registered owner of the product, and not to any other Users.
        
e. Change of details - You must let us know of any changes to your details which you have provided to us in relation to MYOB Practice, and provide any proof of the change we require.
        
f. Use of the MYOB Advisor tool.  You acknowledge and agree that the purpose of MYOB Advisor is to provide tools to assist you.  The information, reports and content developed using MYOB Advisor are general information only and should not be taken as constituting professional advice.  You should exercise your independent judgment and expertise in using, interpreting, adapting and communicating the content developed using MYOB Advisor.  We make no warranties regarding the accuracy of the content generated by MYOB Advisor.
        
g. No interference with MYOB Practice- You must not:
    1. interfere with the operation of MYOB Practice;
    2. reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind MYOB Practice;
    3. copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from MYOB Practice, except where we have given you permission;
    4. use MYOB Practice in way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party’s legal rights;
    5. use MYOB Practice in a way that could harm or impair anyone else’s use of it;
    6. use MYOB Practice to gain unauthorised access to any service, data, account or network by any means;
    7. falsify any protocol or email header information (e.g. spoofing);
    8. upload any material (including pdf. files) into MYOB Practice which:
        i. is harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;
        ii. contains Personal Information of any other person, without that person’s express or implied consent;
        iii. infringes on the intellectual property rights of any other party; or
        iv. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
    9. use MYOB Practice to send “spam” or otherwise make available any offering designed to violate these Terms; or
    10. remove, modify, tamper with any regulatory or legal notice or link that is incorporated into MYOB Practice.

    2.4 Use of MYOB Practice and our intellectual property

a.  What you can do - until your use of MYOB Practice is terminated, you have a non-exclusive and non-transferable licence to use MYOB Practice in the way that we authorise from time to time.
       
b. We retain our intellectual property rights - except where specifically set out in these Terms, these Terms do not give you any intellectual property or other rights in any of our:
    1.  software, documents, templates, marketing material, trademarks, business names, logos, trading styles, get-up, processes or methodologies; or
    2.  other intellectual property, and you (including your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.

3.  Availability of MYOB Practice

a. MYOB Practice could be disrupted if systems failure occurs due to technology used by either us or Third Parties involved in providing MYOB Practice.
    
b. In relation to any device which you use to access MYOB Practice, we recommend that you obtain and maintain up-to-date virus, security and intrusion prevention and scanning software which is specifically designed for all devices you use to access MYOB Practice.
    
c. MYOB Practice 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.
    
d. Subject to the limitations on liability contained in your Product Terms and Partner Program Terms (as applicable), we are not responsible or liable to you (or any other person) for any Loss or Claim arising directly or indirectly from any use of, or reliance upon, MYOB Practice, nor are we responsible or liable to you (or any other person) for any Loss or Claim arising directly or indirectly from MYOB Practice or any part of it delayed, disrupted or unavailable.
    
e. In order to maximise your business continuity, and to make tax compliance easier, we encourage you to take steps to back up and archive your data on a regular basis.

4.  No warranty that MYOB Practice is suitable for your needs

a. MYOB Practice is a generic service and its capabilities are likely to change over time. This means that MYOB Practice may not be, or may not remain, suitable for your needs.

b. You must assess the ongoing suitability of MYOB Practice for you and your business. We are not aware of your individual business needs and cannot provide any specific recommendations regarding your use of MYOB Practice.

5.  What happens to data on termination of your Product subscription or involvement in the Partner Program (as applicable)?

a.  Your data
    1. You will have read-only access to your data for 60 days from the effective date of termination, after which time you and other Users (including any Clients) will have no further access to the data contained in MYOB Practice. We may take steps to delete data from our servers at any time after 60 days following the effective date of termination.
    2. We strongly suggest that you save any data that you have in MYOB Practice to your desktop before deciding to terminate your subscription to MYOB Practice.

b. Continuation of limitations on liability - any limitations on liability which you have given under the Terms continue after termination in relation to your use of MYOB Practice.

6.  Termination

a.  How can you terminate your use of MYOB Practice?  You can terminate your use of MYOB Practice at any time by phoning our Customer Service team directly on 1300 555 151 (Australia) or 0800 60 69 62 (New Zealand).

b.  When we can suspend or terminate your access to MYOB Practice without notice.  We can suspend or terminate your MYOB Practice access without prior notice if the following circumstances occur.  We will notify you of your suspension or termination as soon as possible.
    i. A breach occurs:  you fail to remedy a material breach of these Terms within 7 days of us giving you notice of the breach.
        
    ii. Something threatens MYOB Practice:
            · in our opinion, a change Third Party arrangements or other circumstances render the ongoing operation of MYOB Practice substantially unworkable or non-functional;
            · in our opinion, the actions of a regulator or a change in law or regulation makes the ongoing operation of MYOB Practice substantially unworkable or non-functional; or
            · we believe this is necessary either to protect the security, integrity or reputation of MYOB Practice or any MYOB Practice function, service or facility, or to otherwise protect our interests.
        
    iii. There is a material change to the Business:
            · we receive notification of a dispute from one or more of the directors or principals of the Business;
            · you go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors, or in our opinion, it is reasonably likely you will do so;
            · there is a change in who owns or controls the Business; or
            · there is a material change in nature or operations the Business.

c.  When we can suspend or terminate your access to MYOB Practice by giving 5 business days’ notice.  If you
    i. do not have a current Product subscription in place, or cease to have a current Product subscription in place; and
    ii. are not a current member of the Partner Program, or cease to be a member of the Partner Program;
then we may terminate your access to MYOB Practice at any time without notice.

7.  Changes to Terms

a.  What can we do? We may change any of these Terms at any time.
    
b.  Prior notice - We'll give you at least 10 days prior notice (longer if required by legislation or any other code of conduct we subscribe to) of any change to these Terms that is likely to materially affect or disrupt the manner in which you use MYOB Practice.

c. Urgent changes - However if we need to restore or maintain the security of MYOB Practice immediately, we may change your use and access to MYOB Practice without advance notice.

8. Notices

a. You agree that all communications between you and us in relation to MYOB Practice will be by email, by us posting a notification within your product or on the MYOB website (myob.com or myob.co.nz), unless another method is agreed to by the addressee.

b. 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).

c. If the delivery or receipt is on a day which is after 5.00pm (addressee's time) it is regarded as received at 9.00am on the following day.

d. We may provide a notice or other communication to you by a posting to the MYOB website (myob.com or myob.co.nz) or within your product. That notice or other communication is regarded as being given by us and received by you when the posting is made. We recommend that you regularly check your product and the MYOB website for notices or other communications.

9. Legal

You should note a few things about these Terms:
    
a. Our agreement - These Terms and the documents incorporated by reference, including the relevant Product Terms, contain the whole of the agreement between us and you in relation to MYOB Practice. Any representations or warranties made by our staff before you are accepted for participation in MYOB Practice are not effective unless expressly set out in these Terms and the relevant Product Terms. Any waiver of our rights or powers under these Terms may only be given in writing signed by our authorised officer.

b. What happens if some of these Terms can't operate? If any part or provision of these Terms are void, unenforceable or illegal in a jurisdiction, that part or provision does not apply in that jurisdiction. However, 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 MYOB Practice at our election.

c. No waiver by us - 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.

d. Assignment - 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.

e. Which laws apply to the Terms? If you accept these Terms in Australia, these Terms are governed by the laws of Victoria and the courts of Victoria have jurisdiction over the parties to these Terms (being you and us).  If you accept these Terms in New Zealand, these terms are governed by the laws of New Zealand and the courts of New Zealand have jurisdiction over the parties to these Terms (being you and us).

10.  Privacy

a.  Clients and third parties:
If you provide any Personal Information about third party individuals to us, including your Clients, you must take reasonable steps to ensure that those individuals are aware that we may collect, use and disclose their information for the purpose of providing you with MYOB Practice. This includes making your Clients aware, where applicable, that we will file their tax information with the relevant government department on your behalf.

b. You and other Users:
i. You must ensure that all Users read this 'Privacy' section and the policies described above before using MYOB Practice or providing their Personal Information to us.
        
ii. We collect, disclose and use your Personal Information to provide the products and services you have asked for and associated support, respond to your enquiries or feedback and to promote the products and services offered by us and Third Parties. We may collect Personal Information from you, from public sources such as social media websites, and from external providers of marketing leads.

iii. To do the things set out above, we may provide your Personal Information to our related companies and Third Parties. Some of the entities may be located in Australia, New Zealand, South Africa, the United States or other countries. If you do not provide your Personal Information to us, it may affect our ability to do business with you.

iv. You consent to us collecting, using and disclosing your Personal Information for the purposes set out in section 10.b.ii above.

v. You acknowledge and consent that we and our Third Party hosting providers may, in providing part of MYOB Practice, transfer and host your data, including your Personal Information and any information entered into MYOB Practice, which may include the Personal Information of your Clients, employees, suppliers or contractors. For more information on how and where your data is hosted using MYOB Practice please refer to the MYOB website (myob.com or myob.co.nz).

vi. If you use an Australian version of MYOB Practice - You can ask us not to use your information to promote products and services by following the process outlined in the MYOB Group Privacy Policy for Australia.

You can contact us about your privacy by email at [email protected], or by post at "Privacy Officer", MYOB Australia Pty Ltd, PO Box 73, Richmond Victoria 3121.

vii. If you use a New Zealand version of MYOB Practice - you can ask us not to use your information to promote products and services by following the process outlined in the MYOB Group Privacy Policy for New Zealand.

You can contact us about your privacy by email at [email protected], or by post at "Privacy Officer", MYOB NZ Limited, c/- Quigg Partners, Level 7, 36 Brandon Street, Wellington 6011.

viii. The MYOB Group Privacy Policies for Australia and New Zealand contain information on how to:
    1. update your preferences about the marketing and promotional material we send to you;
    2. request access to and seek correction of the Personal Information we hold about you;
    3. make a privacy complaint; and
    4. how we will deal with your complaint.

ix. Notwithstanding the Group Privacy Policy, we may observe your use of MYOB Practice and access all information you input or can access through MYOB Practice. This will enable us to assist you with problems and make improvements for future versions of MYOB Practice and other products and services.