Last updated 2 February 2018.
These Terms are binding on any use of the Service provided by LIAD (“Service”) and apply to The User from the time that LIAD provides The User with access to the Service.
The LIAD Service will evolve over time based on user feedback so LIAD reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. LIAD will make every effort to communicate these changes to The User via email at the email address provided in The Users registration information, or we will post a notice in the Application visible to The User the next time The User accesses the Application. It is The Users obligation to ensure that he/she has read, understood and agrees to the most recent terms available on the LIAD website. These Terms are not intended to answer every question or address every issue raised by the use of the LIAD Service.
If you are on a Free Trial, any modifications become effective immediately. If The User does not agree with the changes, he/she can cancel their account with us without further obligation. If you have paid your Access Fee, you must notify LIAD within fifteen (15) days of notice of the modifications that you do not agree to such changes, and LIAD (at its sole option and as your exclusive remedy) may either: (a) permit you to continue under the prior version of these Terms until your next subscription expiration or renewal date (after which the modified Terms will apply) or (b) allow you to terminate these Terms and receive a pro-rated refund based on the unused portion of your Access Fee. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the website, and continued use of the Services after such time will constitute The Users acceptance of such changes or modifications. The User should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to the use of the Services. The Terms will always show the ‘last updated’ date at the top. If The User does not agree to any amended Terms, the Services must stop being used with immediate effect. If The User has any questions about the Terms, please email us at firstname.lastname@example.org .
Note: By registering to use the Service The User acknowledges that he/she has read and understood these Terms, have the authority to act on behalf of any person for whom they are using the Service and agree to be bound by these Terms. The User is deemed to have agreed to these Terms on behalf of any entity for whom you the Service is used.
- DEFINITIONS………………………………………………………………………………………………………. 3
- USE OF SOFTWARE……………………………………………………………………………………………… 4
- THE USER’S OBLIGATIONS…………………………………………………………………………………… 4
- CONFIDENTIALITY AND PRIVACY…………………………………………………………………………… 7
- INTELLECTUAL PROPERTY…………………………………………………………………………………….. 9
- WARRANTIES AND ACKNOWLEDGEMENTS…………………………………………………………. 10
- LIMITATION OF LIABILITY……………………………………………………………………………………. 11
- TERMINATION…………………………………………………………………………………………………… 12
- DISCLAIMER OF WARRANTIES……………………………………………………………………………. 13
- HELP DESK……………………………………………………………………………………………………… 14
- GENERAL………………………………………………………………………………………………………… 14
“Access Fee” – means the monthly (or where offered, annual) fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on any of the LIAD websites (which LIAD may change from time to time upon providing notice to you).
“Schedule of Fees” – means the current Access Fee options, as published on LIAD’s website.
“Effective Date” – means the date upon which the Subscriber elects to subscribe for the Service.
“Subscription Period” – means 30-days (or where an annual Access Fee is offered, 365-days) from the anniversary of the Effective Date and automatically renews each Payment Due Date until The User Terminates the Service.
“Payment Due Date” – means upon the Effective Date, then every 30-Days (or where an annual Access Fee is offered, every 365-days) thereafter until The User Terminates the Service.
“Confidential Information” – includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” – means any data input by you or with your authority into any of the LIAD websites or databases.
“Intellectual Property Right” – means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” – means the online accounting and personal finance management services made available (as may be changed or updated from time to time by LIAD) via the LIAD websites. This Service includes
- your use of the LIAD API, and the use of the LIAD API by third parties authorised through your LIAD account to use your User Content (as defined below) through the LIAD API, and
- your use of the LIAD Add-on Store, and any software or services provided by third parties through the LIAD Add-on Store for use with the Application (in these Terms we call these third party software or services “Add-ons”).
“User Content” – Any content provided by Users of the Service, whether they are Subscribers, Customers or other Users. This Content remains the property of the User, LIAD’s only right to the User Content is the limited licenses to it granted in these Terms.
“LIAD” – means LIAD Financial Services Pte Limited and all current and future global subsidiaries of LIAD Pte Limited specifically including LIAD Financial Services Pty Ltd (Au).
“Invited User” – means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time. This includes, without limitation, customers and the persons to whom they give “staff” or “advisor” access to their LIAD account.
“Subscriber” – means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service. The Subscriber must be at least 18 years of age to use the Service. Use of the Service may require you to create an account and register your email address and a password. You are solely responsible for any and all actions taken using your account and you must keep your passwords secure.
“The User” – means the Subscriber, and where the context permits, an Invited User. The User or You may be used interchangeably.
LIAD grants The User the right to access and use the Service via the Websites with the particular user roles available, according to the subscription type selected for a period of 30-days (or where annual Access Fee is offered, 365-days) that auto-renews each month unless The User terminates in accordance with clause 8. This right is non-exclusive, non-transferable, non-sub-licensable and limited by and subject to this Agreement. The User acknowledges and agrees that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
- Payment obligations:
An invoice for the Access Fee will be issued each month starting one month from the date The User added the first organisation to his/her LIAD account. All invoices will include the Access Fee for the following one-month (or where annual Access Fee is offered, annual) period of use. Where applicable, the Access Fee will be charged to The User’s iTunes Account upon confirmation of the purchase. The User’s iTunes Account will be charged for renewal within 24-hours prior to each Payment Due Date, identifying the Access Fee. LIAD will continue invoicing The User monthly (whether the Service is being used or not) until this Agreement is terminated in accordance with clause 8.
LIAD reserve the right to change the Access Fee from time to time. Where the fee is changed, The User will receive 30-days’ notice. Continued use of the Service after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
All LIAD invoices will be sent to The User, or to a Billing Contact whose details are provided by The User, by email. The User must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable on the Payment Due Date. The User must pay all Access Fees and taxes to LIAD or the authorised third party through whom you made your purchase. The User is responsible for payment of all taxes and duties in addition to the Access Fee.
- Utilising App Store Auto-Renewal Capability:
Where The User elects to utilise the ‘In-App’ purchase capabilities offered, the following should be noted:
- In-App Auto-Renewal capability applies to the LIAD Accounting Large Subscription;
- Length of Subscription is, 30-days (or where the annual Access Fee is offered, 365-days) from each Payment Due Date as defined;
- Access Fee is as published in our Schedule of Fees;
- Payment will be charged to The User’s App Store Account on the Effective Date and subsequently on each Payment Due Date until The User terminates the Service;
- Subscription will automatically renew unless the auto-renew function is turned off at least 24-hours before the Payment Due Date;
- The User’s App Store Account will be charged within 24-hours of the Payment Due Date and the cost of the renewal will be identified on The User’s account;
- Subscriptions may be managed by The User and auto renewal may be turned off after purchase by going to The User’s Account Settings; and
- No cancellation of the current subscription is allowed during the Current Subscription Period.
- Pricing Offers or Discounts:
LIAD may from time to time offer The User preferential pricing or discounts for the Access Fees as a result of the number of organisations that have been added with The User’s authority or as a result of The Users use of the Service (‘Organisations’). Eligibility for such preferential pricing or discounts is conditional upon The User’s acceptance of responsibility for payment of any Access Fees in relation to all Organisations added using The User’s authority. Without prejudice to any other rights that LIAD may have under these Terms or at law, LIAD reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate The User’s use of the Service in respect of any or all Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
- General obligations:
The User must only use the Service and Website for The User’s own lawful internal business purposes, in accordance with these Terms and any notice sent by LIAD or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but the onus is on The User to ensure that they are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to The User.
- Automated Bank transaction data delivered into Your LIAD account:
Where this service has been negotiated by LIAD with the local banking service providers, automated bank account transaction data feeds are generally provided to The User free of charge. However, LIAD reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at LIAD’s sole discretion. LIAD would first inform The User via email to indicate what those charges are likely to be (as such charges may vary depending on The User’s bank and volume of bank feeds). The User has the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, The User must give LIAD sufficient prior notice of which automated bank account transaction data feeds are to be discontinued. Upon receiving such notice LIAD will arrange for such feeds to be terminated in accordance with each bank’s usual practices. Where The User elects to utilise these services, the relationship is with the Third Party Service Provider (including their use of your information and any fees you owe) and is governed by the Third Party Service Provider’s Terms of Service or other terms presented through the Service. The User (not LIAD) shall be fully responsible for and assume all risk arising from your use of such Third Party products or services and from the use of Customer Data by such third parties.
- Access conditions:
- The User must ensure that all usernames and passwords required to access the Service are kept secure and confidential. The User must immediately notify LIAD in writing of any unauthorised use of passwords or any other breach of security and LIAD will reset The User password and The User must take all other actions that LIAD reasonably deems necessary to maintain or enhance the security of LIAD’s computing systems and networks and The User’s access to the Services.
- As a condition of these Terms, when accessing and using the Services, The User must not (nor permit anyone else to):
- attempt to undermine the security or integrity of LIAD’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- rent, lease, reproduce, modify, create derivative works of, distribute or transfer the Service;
- use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- use the Service for the benefit of any third party or incorporate the Service into any other product or service;
- attempt to gain unauthorised access to any materials other than those to which The User has been given express permission to access or to the computer system on which the Services are hosted (including access to information or data of other LIAD Users);
- circumvent mechanisms in the Service intended to limit your use;
- publicly disseminate information regarding the performance of the Service;
- access the Service to build a competitive product or service;
- transmit, or input into the Service, any:
- files that may damage any other person’s computing devices or software;
- viruses, worms or other harmful code;
- content that may be offensive; or
- material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which The User does not have the right to use); and
- attempt to modify, copy, adapt, reproduce, disassemble, decompile, attempt to derive the source code or reverse engineer any computer programs used to deliver the Services (including any non-public API’s) or to operate the Website except as is strictly necessary to use either of them for normal operation.
- Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls The User is permitted to make against LIAD’s application programming interface. Any such limitations will be advised.
- Communication Conditions:
As a condition of these Terms, if The User uses any communication tools available through the Website (such as any forum, chat room or message centre), The User agrees only to use such communication tools for lawful and legitimate purposes. The User must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Websites, or material in violation of any law (including material that is protected by copyright or trade secrets which The User does not have the right to use).
When The User makes any communication on the Websites, The User represents that they are permitted to make such communication. LIAD is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, The User must exercise caution when using the communication tools available on the Websites. However, LIAD does reserve the right to remove any communication at any time in its sole discretion.
The User indemnifies LIAD against all claims, costs, damage and loss arising from The User’s breach of any of these Terms or any obligation The User may have to LIAD, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by The User.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The provisions of clauses 4.1 and 4.2 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
- The User’s Limited License of your User Content to LIAD:
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Website and provide the Services, now and in the future. For example, if you leave comments on the LIAD blog or posts on the LIAD forum, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.
Therefore, by posting or distributing User Content to or through the Services, The User:
- grants LIAD and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content;
- represents and warrants that:
- LIAD owns and controls all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and
- the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users (for example, if you issue invoices to Customers or authorise third parties to access your User Content through the LIAD API), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 4.4 of these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
- LIAD’s Limited License of Content to The User:
LIAD grants The User a limited, revocable, non-exclusive, non-sub licensable license to access the Services and to view, copy and print the portions of the Content available to The User through the Services. Such license is subject to these Terms, and specifically conditioned upon the following:
- you may only view, copy and print such portions of the Content for your own use;
- you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms;
- you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content;
- you may not use any data mining, robots or similar data gathering or extraction methods; and
- you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorised use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by LIAD at any time.
The User’s use of any Add-on is governed by the End User License Agreement that applies to that Add-on, and not by this Section of the Terms. That End User License Agreement is an agreement between The User and the provider of that Add-on, and you acknowledge that that End User License Agreement is a binding agreement between you and that provider. The User’s use of the Service through an Add-on, including any Content that may be delivered to you through the Add-on, is subject to this Section of the Terms.
The User represents and warrants that use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
Title to, and all Intellectual Property Rights in the Services, the Website, any and all related and underlying technology and any documentation relating to the Services remain the property of LIAD (or its licensors), its Successors and Assigns. This is regardless of use of words like “purchase”, “sale” or similar terms. If The User submits any comments, suggestions or other feedback regarding the Service, LIAD may freely exploit the feedback (including as part of the Service) without restriction or any form of compensation on account of intellectual property rights or otherwise.
- Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain the property of The User. However, The User’s access to the Data is contingent on full payment of the LIAD Access Fee when due. The User hereby grants LIAD a licence to use, copy, transmit, store, and back-up all information and Data for the purposes of enabling access to and use of the Services and for any other purpose related to provision of services to The User. LIAD may aggregate User Data with other data so that the results are non-personally identifiable and may collect anonymous technical and other data about The User’s use of the Service. LIAD owns all aggregated/anonymous data and may use this data for its marketing, reporting and other lawful business purposes.
- Backup of Data:
The User must maintain copies of all Data input into the Service. LIAD adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. LIAD expressly excludes liability for any loss of Data no matter how caused.
- Third-party applications and your Data:
If The User enables third-party applications for use in conjunction with the Services, The User acknowledges that LIAD may allow the providers of those third-party applications to access Data as required for the inter-operation of such third-party applications with the Services. LIAD shall not be responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.
The User warrants that where they have registered to use the Service on behalf of another person (including a Corporate person), The User has the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service, The User binds the person on whose behalf they act to the performance of any and all obligations that The User becomes subject to by virtue of these Terms, without limiting The User’s own personal obligations under these Terms.
The User acknowledges that:
- The User is authorised to use the Services and the Websites and to access the information and Data that has been input into the Websites, including any information or Data input into the Websites by any person you have authorised to use the Service. The User is also authorised to access the processed information and Data that is made available through the use of the Websites and the Services (whether that information and Data is the User’s or that of anyone else).
- LIAD has no responsibility to any person other than The User and nothing in this Agreement confers, or purports to confer, a benefit on any person other than The User. If The User uses the Services or accesses the Website on behalf of or for the benefit of anyone other than themself (whether a body corporate or otherwise) The User agrees to be:
- responsible for ensuring that The User has the right to do so;
- responsible for authorising any person who is given access to information or Data, and agrees that LIAD has no obligation to provide any person access to such information or Data without The User’s authorisation and may refer any requests for information to The User to address; and
- indemnify LIAD against any claims or loss relating to:
- LIAD’s refusal to provide any person access to The User’s information or Data in accordance with these Terms,
- LIAD making available information or Data to any person with The User’s authorisation.
- The provision of, access to, and use of, the Services is on an “as is ” basis and at The User’s own risk.
- LIAD does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. LIAD is not in any way responsible for any such interference or prevention of your access or use of the Services.
- LIAD is not your accountant and use of the Services does not constitute the receipt of accounting advice. If you have any accounting questions, please contact an accountant.
- It is The User’s sole responsibility to determine that the Services meet the needs of their business and are suitable for the purposes for which they are used.
- It is the Subscriber’s responsibility to ensure that all Users must be at least 18 years of age to use the Service.
- The User remains solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
- No warranties:
LIAD gives no warranty about the Services. Without limiting the foregoing, LIAD does not warrant that the Services will meet The User’s 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.
- Consumer guarantees:
The User warrants and represents that they 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.
- To the maximum extent permitted by law, LIAD excludes all liability and responsibility to The User (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, use of the Service, business interruption, profits and savings) or damage of any nature, resulting, directly or indirectly, from any use of, or reliance on, the Service or Website even if advised of the possibility of such loss or damage.
- If The User suffers loss or damage as a result of LIAD’s negligence or failure to comply with these Terms, any claim against LIAD arising from LIAD’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by The User in the previous 12-months. This section will survive and apply even if any remedy in these terms is found to have failed of its essential purpose. The
Note: The User acknowledges that the aforementioned limitations are an essential element of these Terms and a reasonable allocation of risk between the parties, and that in the absence of such limitations the pricing and other provisions in these Terms would be substantially different.
- If The User is not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
In the event that The User elects to Terminate their subscription, LIAD may, at their sole discretion, maintain The User’s data for a limited period.
- Free Trial policy:
When The User first signs up for access to the Services you can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If The User chooses to continue using the Services thereafter, you will be billed from the day you first added your billing details into the system. If The User chooses not to continue using the Services, you may delete your organisation at the end of the Trial Period.
- Prepaid Subscriptions:
LIAD will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
- No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided The User continues to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30-days before the end of the relevant payment period. Where the User pays through the Apple Store, cancellation of the auto-renewal can be done 24-hours prior to payment becoming due by turning off auto-renewal in The User’s Account Settings. If The User terminates these Terms they shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms. If LIAD ceases to offer the Service, or if LIAD’s right or ability to offer the Service is restricted, suspended or terminated (whether pursuant to Laws or by App Marketplaces or other third parties), LIAD may immediately terminate or suspend these Terms. In such case, you will receive a pro-rated refund of the Access Fee, based on the unused portion of your Subscription Period.
If The User:
- breaches any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14-days after receiving notice of the breach if the breach is capable of being remedied;
- breaches any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any payment of Access Fees that are more than 30-days overdue); or
- The User’s business become insolvent or The User’s business goes into liquidation or has a receiver or manager appointed of any of its assets or if The User becomes insolvent, or makes any arrangement with their creditors, or become subject to any similar insolvency event in any jurisdiction,
LIAD may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and The User’s use of the Services and the Website;
- Suspend for any definite or indefinite period of time, The User’s use of the Services and the Website;
- Suspend or terminate access to all or any Data;
- Take either of the actions in sub-clauses (4), (5) and (6) of this clause 8.4 in respect of any or all other persons whom The User has authorised to have access to their information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of The User’s Billing Contacts, Billing Plans or any of your Organisations is not made in full by the relevant due date, LIAD may: suspend or terminate The User’s use of the Service, the authority for all or any of The Users’ Organisations to use the Service, or The User’s rights of access to all or any Data.
- Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement The User will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination;
- have no further access to any User Data in the Service and LIAD may delete all User Data in its possession at any time unless prohibited by applicable law;
- immediately cease to use the Services and the Website.
- Expiry or termination:
Clauses 3.1, 3.7, 3.8, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
- To the maximum extent permitted by law, the Service is provided “as is” and LIAD and its licensors expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory.
- The Service is not intended to provide professional accounting or other advice. To the maximum extent permitted by applicable law LIAD expressly disclaims any warranty that use of the product will ensure your compliance with any accounting standards or legal or regulatory obligations or that the results of the product will be accurate or sufficient for your purposes. To the maximum extent permitted by applicable law there is no warranty that the product will be error free, that access will be continuous or uninterrupted, that any information provided or used with the product will be secure, accurate, complete or timely, or that any customer data will be preserved or maintained without loss. To the maximum extent permitted by applicable law LIAD shall not be liable for any product failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of LIAD. You may have other statutory rights; however, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
Note: Notwithstanding any other provision of these Terms, If The User is a Consumer (as defined in Schedule 2 of the Competition and Consumer Act 2010 and the corresponding provisions of the Australian Consumer Law (New South Wales), LIAD will comply with an applicable consumer guarantee under the Australian Consumer Law.
Further, the liability of LIAD for any liability, loss, cost or damage, however caused (including by the negligence of LIAD), suffered or incurred by The User because of a failure to comply with a consumer guarantee is limited to LIAD (at its election):
(i) resupplying the services; or
(ii) paying the cost of having the services supplied again.
- Technical Problems:
In the case of technical problems The User must make all reasonable efforts to investigate and diagnose problems before contacting LIAD. If The User still needs technical help, please check the support provided online by LIAD on the Websites or failing that email us at email@example.com.
- Service availability:
Whilst LIAD intends that the Services should be available 24-hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason LIAD has to interrupt the Services for longer periods than LIAD would normally expect, LIAD will use reasonable endeavours to publish in advance details of such activity on the Website.
- Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
If you downloaded the Software from Apple’s App Store, then these Terms are between you and LIAD, and not with Apple. However Apple and its subsidiaries will be third party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary. As described in Section 9 (Disclaimer of Warranties), to the maximum extent permitted by law, we do not make any warranties about the Software. If the Software is nonetheless deemed not to conform to any warranty that may be implied at law, you may notify Apple and Apple will refund the purchase price (if any) for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Software, and, as between Apple and LIAD, any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty will be LIAD’s responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Software. As between LIAD and Apple, LIAD is solely responsible for the Software and for addressing any claims you or any third parties have about the Software or your possession or use of the Software, including
- product liability claims;
- any claim that the Software fails to conform to any applicable legal or regulatory requirement; and
- claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Software or your possession or use of the Software infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement or discharge of such claim.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
- No Assignment:
You may not assign or transfer any rights to any other person without LIAD’s prior written consent.
- Governing law and jurisdiction:
If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
- Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action or similar, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these terms, you and LIAD are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind to the extent permitted by applicable law.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to LIAD must be sent to firstname.lastname@example.org or to any other email address notified by email to The User by LIAD. Notices to The User will be sent to the email address that The User provided when setting up their access to the Service.
- Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.