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Terms of Use

These Terms of Use are a contract between Remind BI Pty Ltd (Remind BI) and each End User of our Services (the Agreement). By using our Services you agree that you are an End User and are bound by this Agreement.

"You" or "your" may be used to refer to an End User and any entity that they represent.

"We", "our" or "us" may be used to refer to Remind BI.

Definitions

Numbered section headers and document titles are used in this Agreement to aid visual clarity and do not form part of the Agreement’s terms and are not included as part of any definition.

Capitalised words have the same meaning throughout this Agreement as that ascribed to them when that word is initially used in bold.

Device: A Device is any computer, mobile device (such as a mobile phone or tablet) or programmatic process that is used to access our Services.

End User: An End User is any person authorised to access our Services whether or not they are a Subscriber.

Partner: A Partner is an End User to which a Subscriber delegates specified functions or responsibilities.

Services: Our Services consist of all the services we provide now or in the future, including our online accounting and data management products.

Subscriber: A Subscriber is the person responsible for the creation and administration of a Subscription including making payment of fees associated with the Subscription, even if the Subscription is used by another End User.

Subscription: A Subscription is created upon an initial payment to access nominated Services for a Subscription Period, acceptance of the terms of this Agreement and payment of fees due for subsequent Subscription Periods until the Subscription is terminated.

Subscription Period: The period of time covered by the fee paid or payable for a Subscription.

Technical Support: We may provide Technical Support in conjunction with a Subscription in the form of configuration of the Services, configuration of third-party software, consulting; or software development. Such Technical Support, including any fees payable, will be defined as part of the Subscription or as part of a separate agreement.

  1. Access to Services
    1. Upon successful creation of a Subscription we will provide to you:
      1. Details about the Subscription including the agreed billing period and fees payable, which will be sent to the email address provided; and
      2. any agreed Technical Support including the setup and technical configuration of the Services included in the Subscription. We will notify you when this process is complete.
    2. Once the Subscription is ready we grant you the right to use the Services defined as part of your Subscription in accordance with any quota, limitations or other conditions applied to your Subscription, as long as the Subscriber continues to pay the fees for your Subscription as they fall due or until the Subscription is terminated.
    3. At the end of each Subscription Period, this Agreement automatically continues for a further period of the same duration as the previous one, provided the Subscriber continues to pay the fees for the Subscription.
    4. The rights granted under a Subscription may be enjoyed by a single End User, which may be the Subscriber or an End User nominated by the Subscriber or on the Subscriber’s behalf by a Partner, unless otherwise provided for as part of your Subscription.
    5. The Subscriber is responsible for any use of the Subscription, including use by any End User the Subscriber authorises to access the Subscription (where use is provided for as part of your Subscription including any limitations on the number of End Users and/or Devices).
    6. You are responsible for protecting your username and password from being stolen or misused.
    7. You agree that the information you provide as part of your Subscription is accurate and complete, and that you will keep your information (including a current email address) up to date.
    8. If you need assistance with your Subscription you may access the Technical Support services defined in your Subscription, which will include details for how to request or access those services.
    9. In order to continue accessing our Services the Subscriber needs to pay the fees for the Subscription. If we don’t receive timely payments, we may suspend access to your Subscription until the payment is made.
    10. Your Subscription may incorporate a period of time where you may access defined Services at no cost (a Trial Period) after which time fees for the Subscription will become payable unless the Subscriber terminates the Subscription.
  2. Data Use and Privacy
    1. When you enter or upload your data into our Services you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our Services to enable you to use our services, without transferring to us any other right to or ownership of that data.
    2. Any personal data you provide as part of your Subscription, such as your name, email address and other contact details, will be subject to our Privacy Policy.
    3. You agree to identify any fields in your data that may contain sensitive personal data including credit card details, tax identifiers or bank account details. We will exclude such data from being uploaded into our Services unless otherwise agreed with the Subscriber.
    4. When you use our Services, we may create anonymised statistical data from your data and usage of our Services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
    5. Where there has been unauthorised access to data that you’ve uploaded into our Services, we will notify you and, where possible, provide information about the unauthorised access. You are responsible for any necessary notification of anyone affected and any reporting required by relevant authorities.
    6. Once a Subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We may retain it for a period of time consistent with our data retention policy (unless you notify us that you do not want your data retained), after which we will delete your data. If you choose to reactivate your Subscription and resume paying the Subscription fees, you may be able to access any of your data that has been retained, although we do not guarantee this.
  3. Confidential Information
    1. While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.
  4. Security
    1. You agree not to let any other person use your login credentials and to ensure adequate security on your own systems.
    2. You agree to let us know immediately If you realise there’s been any unauthorised use of your password or any breach of security to your Subscription or email address linked to your Subscription.
    3. You are responsible for the security of any data downloaded and stored locally on your device and/or any data storage system that is external to our Services (local, cloud or otherwise).
  5. Third Party Products
    1. When you connect your Subscription to third-party products, we will use the personal data you have supplied for that connection. Where we receive data as a result of that connection, we will use that data in line with our privacy notice and this Agreement.
    2. You are responsible for ensuring that your use of a third-party product complies with that product’s terms and conditions.
    3. Where changes are made to a third-party product that impact the use of our Services, we will make reasonable efforts to update our Services to restore functionality. We are not responsible for any loss arising from changes to a third-party product, even if advance notification of such changes is provided.
  6. Service Availability
    1. We will take reasonable steps to support availability of the Services 24 hours a day.
    2. Where we need to perform maintenance on our Services we will attempt to provide advance notice, but cannot guarantee this. We will take reasonable steps to ensure that downtime due to maintenance is minimised.
    3. We are not responsible for issues with systems beyond our control that may impact your use of our Services, including third-party technology providers supporting our Services. We commit to using reputable third-party technology providers wherever practicable.
    4. We may make changes to our Services from time to time, including the addition of new features, updates, modifications or enhancements to existing features or the discontinuation of existing features. We will provide reasonable notice of such changes via our website and/or our social media channels. Where we have reason to believe your use of the Services may be materially impacted we will also provide notification via the email address you provided to us for your Subscription.
    5. We may occasionally make some of our Services available on an evaluation basis (a Beta Service), or we may make the Services available to you during a Trial Period. Where you choose to make use of the Services under a Beta Service or a Trial Period you do so at your own risk.
    6. You agree that you are responsible for maintaining copies of your data that you upload into our Services and that we are not liable for any loss of your data.
    7. Where our Services are unavailable for an extensive part of any given month and, as a Subscriber, you request compensation from us, we may at our sole discretion offer you compensation in the form of a credit for up to the amount of Subscription fees you paid in that month. Otherwise, the sole remedy for Service unavailability is the termination of the Subscription.
  7. Conditions of Use
    1. While using our Services (including any websites, forums, social media channels or technical support services that we may operate or manage) you agree that you will not:
      1. Undermine the security or integrity of our computing systems or networks;
      2. use our Services in any way that might impair functionality or interfere with other people’s use;
      3. access any system without permission;
      4. introduce or upload anything to our Services that includes viruses or other malicious code;
      5. share anything via our Services that may be offensive, violates any law, or infringes on the rights of others;
      6. modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our Services;
      7. resell, lease or provide our Services in any way not expressly permitted;
      8. repackage, resell, or sublicense any data accessed through our Services that is not your own;
      9. commit fraud or other illegal acts through our Services; or
      10. act in a manner that is abusive or disrespectful to our employees, partners, or our other customers.
    2. We own all intellectual property included in our Services unless otherwise stated and excluding intellectual property owned by others. This includes rights in the design, compilation, and look and feel of our Services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You may not copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
  8. Termination
    1. As a Subscriber, you may terminate your Subscription at any time by providing us with one month’s written notice in advance. You will still need to pay all applicable fees up to and including the day of termination.
    2. We may choose to terminate your Subscription at any time by providing you with one month’s written notice in advance.
    3. Where a Subscription is termination under 8.1 or 8.2, the termination will take effect at the end of the Subscription Period covered by the notice.
    4. We may terminate or suspend your Subscription or access to all or any data immediately if:
      1. You breach any of the terms of this Agreement and do not remedy the breach within 14 days after receiving notice of the breach;
      2. you breach any of the terms of this Agreement and the breach cannot be remedied; or
      3. as a Subscriber you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
    5. Where we terminate or suspend your Subscription or access under 8.4 we will not provide any refund for the Subscription Period affected.
  9. Liability and Indemnity
    1. You agree that we provide the Services to you on a commercial basis and so relevant consumer guarantee law should not apply. Where such law requires minimum remedies that cannot be excluded by this Agreement then those remedies will be available to you in addition to any other remedies made available under this Agreement. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless applicable law requires otherwise).
    2. Our Services are made available to you on an “as is” basis. Subject to clause 9.1, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
    3. Our liability to you in connection with our Services or this Agreement, in contract, tort (including negligence) or otherwise, is limited as follows unless prevented by law:
      1. We have no liability arising from your use of our Services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
      2. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
      3. Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
    4. You agree to indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us arising from your use of our Services or any third-party product, except for losses arising from:
      1. a breach of the terms of this Agreement by us, our employees, contractors or agents, or
      2. any gross negligence, wilful misconduct, fraud or material error that was solely the responsibility of us, our employees, contractors or agents.
  10. Dispute Resolution
    1. If a dispute cannot be resolved through our technical support processes or otherwise informally, you agree that those disputes will be resolved through binding arbitration or small claims court instead of in courts of general jurisdiction.
    2. If permitted by the applicable law you agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
    3. You are solely responsible for resolving disputes between you and any other Subscriber or End User.
  11. Interpretation
    1. Words such as ‘include’ and ‘including’ are not words of limitation.
    2. Wherever appropriate in this Agreement a singular term shall be construed to mean the plural where necessary, and a plural term the singular.
  12. General Terms
    1. Any information we provide regarding the use of our Services is not professional advice and we are not liable if you use such information as a substitute for professional advice.
    2. We are not liable for any delay or failure to perform our obligations under this Agreement due to any cause beyond our reasonable control, provided that we take commercially reasonable steps to minimize delays or failures.
    3. Notices to us must be sent by email to support@redmindbi.com. Notices to you will be sent to the email address you provided to us through your Subscription.
    4. Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other Subscriber or End User.
    5. We may transfer the terms of this Agreement - or any of our rights or obligations in the terms of this Agreement - to another entity as we deem appropriate, including our sale to or merger with a third party.
    6. We may change the terms of this Agreement at any time and will provide notification of the change via our website. Where we consider such a change may have a material impact on your use of the Services we will provide notification of the change via the email address you provided through your Subscription. If you find a modified term unacceptable, you may terminate your Subscription under clause 8.1.
    7. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions will continue in full force and effect.
    8. This Agreement is governed by and interpreted in accordance with the laws of New South Wales Australia, without regard to principles of conflict or choice of law.