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1. Background
Thank you for visiting our Terms of Use (Agreement), we are Ubercode Pty Ltd ACN 169 099 558 (Ubercode, we, our, us and other similar terms). We provide powerful and simple to use estimating, quoting and invoicing software for your business, known as Acrual (Acrual).
This Agreement outlines the terms and conditions associated with your use of Acrual. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at https://acrual.com/ (Website).
2. Agreement
2.1 Accepting this Agreement
By creating a Acrual Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Acrual.
You must not use Acrual if you are not able to form legally binding contracts or are under the age of 16. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.
2.2 About this Agreement
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 16.1. They aid to clarify the terms and conditions. Please feel free to email us at info@acrual.com if you have any questions.
3. Term
3.1 Subscription Period
This Agreement will commence when you create an Account for Acrual and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 14.
3.2 Automatic renewal
If this Agreement is not terminated in accordance with clause 14, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.
4. License
4.1 License
We grant you a non-transferrable, non-exclusive and revocable licence to access Acrual for the Subscription Period, subject to the terms and conditions of this Agreement.
The grant of the licence to access Acrual is subject to and conditional upon you purchasing, and maintaining a subscription to, one of our Subscription Plans.
4.2 Our right to suspend
We reserve the right to limit or suspend your licence to access Acrual if you fail to pay the Subscription Fee, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fee.
4.3 Trial Services
We may make some or all of the facilities in Acrual available to you on a demonstration or trial basis (Trial Service). The trial period commences upon creating an Account and terminates at the time stated on the Subscription Plan, or if no such date is specified, 7 days from the date of creating an Account (Trial Period).
We provide the Trial Services “as is” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.
In order to continue to use Acrual beyond the Trial Service, you must enter your payment details. Upon entering your payment details the new Subscription Period begins.
4.4 Beta services
From time to time, we may offer beta services to you. These services are still in development and to the maximum extent permissible at law are offered entirely as-is and with no guarantees they will ever leave beta status. You agree to use beta services at your own risk.
5. Payment
We will provide you with a tax invoice for the Subscription Fee, which will be automatically deducted from your account at the beginning of each Subscription Period.
Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.
6. Requirements for use
6.1 Access
You acknowledge and agree Acrual will only be accessible using the internet, by users with a valid Account and will not be available “locally” from your own servers or devices.
6.2 Support
Support for Acrual is provided in accordance with the support arrangements associated with your Subscription Plan, and may vary from time to time.
The online Acrual help centre may be accessed via https://acrual.zendesk.com/hc/en-us.
6.3 Acrual outages and system maintenance
If it is necessary to interrupt your use of Acrual, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Acrual will be unavailable.
You acknowledge access to Acrual may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to Acrual which may change the interface and manner in which it functions.
You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such interruptions will not constitute a breach by us of these terms.
7. Your use of Acrual
7.1 Registering an Account
In order to use Acrual, you are required to provide us with Personal Information and create an Account with us.
You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.
We reserve the right to reject any new Account in our absolute discretion.
7.2 Account security
Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep Acrual secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via Acrual, whether such activities are authorised by you or not.
7.3 Lawful use of Acrual
You must not to upload, store or access any data on Acrual if such access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
7.4 Conduct which is expressly prohibited
You may only acquire and make use of Acrual for the sole purpose of meeting your internal business needs. You must not use or include any part of Acrual in any service bureau or fee generating service offered to third parties.
You must not:
(a) in any way tamper with, hinder or modify Acrual;
(b) use Acrual directly or indirectly for any activity or transmit any information or material unlawfully, which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
(c) knowingly transmit any viruses or other disabling features to or via Acrual;
(d) intentionally disable or circumvent any protection or disabling mechanism of Acrual;
(e) install or store any software applications, code or scripts on or through Acrual;
(f) use Acrual in any way which could be reasonably expected to interfere with or damage our systems, any other operator’s systems, or another user’s enjoyment of Acrual;
(g) use Acrual in connection with a breach of any law in Australia or the jurisdiction in which you operate; or
(h) attempt, facilitate or assist another person to do any of the above acts.
8. Privacy
You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
9. Confidentiality
9.1 Confidentiality
A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information.
Notwithstanding any other provision of this clause 9, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.
Each party will take all reasonable steps to ensure that its employees, agents, and any sub-contractors engaged for the purposes of the Agreement do not make public or disclose the other party’s Confidential Information.
A party will not be in breach of this clause 9 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
9.2 Permitted Disclosures
We may disclose information, including, but not limited to, your Personal Information or a transmission made using Acrual, in order to comply with a court order, subpoena, summons, discovery order, warrant, statute, regulation, governmental request, to protect our legal rights, prevent harm to persons or where such disclosure is necessary to the proper operation of Acrual (Permitted Disclosures).
You acknowledge and agree, we have no obligation to inform you if Permitted Disclosures are made.
10. Intellectual Property
10.1 User Content
We warrant we own or have a licence to use the Intellectual Property in Acrual.
If you provide us with content, including, without limitation, text, photos, images, data, trade marks or any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.
When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with Acrual), communicate, publish, and distribute User Content for the purposes of allowing us to provide the services associated with Acrual. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Content.
You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within Acrual.
10.2 Use of our Intellectual Property
You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a) create an adaptation or translation of, all or part of Acrual in any way;
(b) incorporate all or part of Acrual in any other webpage, site, application or other digital or non-digital format; or
(c) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Acrual.
10.3 Use of de-identified data
The data we collect via Acrual may have analytical value to us, our business partners and our related entities. You acknowledge and agree we may process, distribute and combine this data with anonymised data of other companies to provide benchmarking, public reports or to otherwise use it to provide or improve our services.
10.4 Modifications and feedback
You acknowledge and agree, we are intended to own all Intellectual Property rights in all modifications to Acrual, including those which arise from your feedback, commentary or reviews and whether those modifications are provided for, by or on your behalf.
11. Warranties
We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that Acrual is fault free, regarding Acrual’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Acrual including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
12. Limitation of Liability
12.1 Implied Conditions
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
12.2 Limitation of Liability
Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
(a) Acrual being inaccessible for any reason;
(b) incorrect or corrupt data, lost data, or any inputs or outputs of Acrual;
(c) computer virus, trojan and other malware in connection with Acrual;
(d) security vulnerabilities in Acrual or any breach of security that results in unauthorised access to, or corruption of data;
(e) negligence arising from our activities or that of our service providers;
(f) any unauthorised activity in relation to Acrual;
(g) the occurrence of an Event of Force Majeure;
(h) your breach of this Agreement; or
(i) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.
12.3 Limits to liability associated with goods and services
To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.
12.4 Third party interfaces
Acrual may make available interfaces to allow for the integration with third party software, including but not limited to packages like Xero and MYOB (Third Party Software). You acknowledge and agree we are not liable for any agreement between yourself and third parties nor are we liable for any issues arising from errors, changes or updates which may affect the interface between Acrual and Third Party Software.
By connecting Acrual to any Third Party Software, you authorise us to share your data with the vendor.
12.5 Indemnity
You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with your use of Acrual, including any costs arising from your breach of this Agreement, your infringement of any third party Intellectual Property rights associated with this Agreement, any harm to, claim or action by a third party (including to that third party’s personal property) which arise directly or indirectly from your use of Acrual and your breach of any law including, Privacy Law.
13. Dispute Resolution
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 13 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 13. The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 13 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
14. Termination
14.1 Termination notice
You may terminate this Agreement by sending us a Cancellation Notice.
14.2 Termination for convenience
Either party may terminate this Agreement by providing the other party notice in writing. Termination will take effect, at the end of the then current Subscription Period.
14.3 Termination for cause
Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.
14.4 Actions upon termination
Upon termination you must immediately stop using Acrual, we reserve the right to permanently erase any data associated with your Account and you will no longer have access to your Account.
You are solely responsible for making a copy of all information held in Acrual, prior to termination, which you deem necessary to keep.
15. General
Assignment - We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.
Entire Agreement - This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
Governing law - The laws of Queensland govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.
Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either communicated via our contact us page (https://acrual.com/contact) or sent by email to our email address set out at clause 2.2.
Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability - Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.
Variations to this Agreement - We may vary this agreement by giving one month written notice to you. If you do not accept the terms of the variation you may terminate your subscription in accordance with clause 14.1.
16. Definitions
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or Acrual Account means the username and access credentials used when you access Acrual.
Agreement means these terms and conditions and any document incorporated into them by reference.
Cancellation Notice means a notice sent by either party, in accordance with clause 14, requesting the termination of this Agreement.
Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party’s personnel, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with Acrual and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Payment Terms mean the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date in accordance with the Subscription Plan selected.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Subscription Fee means the periodic price for your Acrual Subscription Plan as set out on our Website.
Subscription Plan means one of the Subscription Plans advertised on our Website from time to time.
Subscription Period means:
(a) any Trial Period on initial Account creation; followed by
(b) the Subscription Period as set out on the Subscription Plan.
You or your means the person or entity using Acrual.
Us, we or our means Ubercode Pty Ltd ACN 169 099 558.
Website means the website located at https://acrual.com/ and any of its subdomains.
This is the end, thank you for reading our terms.